Common use of Election Procedures Clause in Contracts

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such form as BEPC and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable to the Company (the “Election Form”) shall be mailed to holders of Company Common Stock of record as of the record date for the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately prior to the Election Deadline to elect (an “Election”) to receive shares of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the business day immediately preceding the date of the Company Shareholders Meeting (the “Election Deadline”) shall be deemed not to have made an Election. (c) BEPC and Acquisition Sub shall make available one or more Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible Company Shares between the record date for the Company Shareholders Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (e) Any Election shall have been properly made only if (i) the Exchange Agent shall have received a properly completed Election Form by the Election Deadline or (ii) such Election has been made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed Election Form. None of Parent, BEPC, Acquisition Sub or the Exchange Agent shall be under any obligation to notify any person of any defect in a completed Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such form as BEPC and Acquisition Sub Parent shall reasonably specify and as shall be reasonably acceptable to the Company (the “Election Form”) shall be included by the Company in the Form S-4 and the Proxy Statement or mailed on a date to holders be mutually agreed by Parent and the Company that is not more than forty-five (45) days nor less than thirty (30) days prior to the anticipated Charter Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) to each holder of record of Company Common Stock of record Shares as of the record date for close of business on the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred fifth (5th) Business Day prior to as the Mailing Date (the “Eligible Company SharesElection Form Record Date”). (b) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Company Shares between the Election Form Record Date and the close of business on the Business Day prior to the Election Deadline, and the Company shall provide to the Payment Agent all information reasonably necessary for it to perform as specified herein. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to specify (i) (A) the number of record of Eligible such holder’s Company Shares as with respect to which such holder makes a Cash Election or (B) the number of immediately prior such holder’s Company Shares with respect to which such holder makes a Stock Election and (ii) whether such holder affirmatively elects to exchange all, but not less than all, of the shares of Class A Stock entitled to be received by such holder in the Pre-Closing Dividend (including shares of Class A Stock to be received pursuant to the Election Deadline to elect (an “Excess Stock Dividend, if applicable, by holders making a Cash Election”) to receive shares of New York Company Class C for Parent Common Stock (and, upon completion of Units in the Parent ExchangeCommon Units Exchange (a “Parent Common Units Election” and each Company Share with respect to which a Parent Common Units Election has been properly made and not revoked pursuant to this Section 2.08, a “Parent LP Units) for all of the Eligible Company Shares held by such holderCommon Units Election Share”). The holders of any Eligible Any Company Shares with respect to which the Exchange Payment Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York Eastern time, on the business twenty-fifth (25th) day immediately preceding following the Mailing Date (or such other time and date of as Parent and the Company Shareholders Meeting shall agree) (the “Election Deadline”) shall be deemed not to have be “Non-Electing Shares.” Notwithstanding anything to the contrary contained in this Section 2.08, (i) in the event that there is (or is deemed to be) a Parent Common Units Election with respect to eighty percent (80%) or more of the shares of Class A Stock to be issued in the Pre-Closing Dividend, then, at Parent’s election, all shares of Class A Stock that are issued in the Pre-Closing Dividend shall be exchanged for Parent Common Units in the Parent Common Units Exchange regardless of whether a Parent Common Units Election is made an Electionwith respect to any such shares of Class A Stock; provided that Parent provides the Company notice of such election at least two (2) Business Days prior to the Charter Effective Date; and (ii) in the event that there is (or is deemed to be) a Parent Common Units Election with respect to ninety percent (90%) or more of the shares of Class A Stock to be issued in the Pre-Closing Dividend, then all shares of Class A Stock that are issued in the Pre-Closing Dividend shall be exchanged for Parent Common Units in the Parent Common Units Exchange regardless of whether a Parent Common Units Election is made with respect to any such shares of Class A Stock. (c) BEPC and Acquisition Sub Any election shall make available one or more have been properly made only if the Payment Agent shall have actually received a properly completed Election Forms as may reasonably be requested from time to time Form by all persons who become holders (or beneficial owners) of Eligible Company Shares between the record date for the Company Shareholders Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) . Any Election Form may be revoked or changed by the authorized Person properly submitting such Election Form, by written notice received by the Payment Agent prior to the Election Deadline with respect to Deadline. In the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If event an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed become Non-Electing Shares, except to have made no Election, unless the extent a subsequent Election election is submitted by the holder properly made with respect to any or all of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (e) Any Election shall have been properly made only if (i) the Exchange Agent shall have received a properly completed Election Form by the Election Deadline or (ii) such Election has been made at or prior . Subject to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration terms of transfers this Agreement and of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as the Payment Agent shall have reasonable discretion to when Elections determine whether any election, revocation or change has been properly or timely made and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed the Election FormForms, and any good faith decisions of the Payment Agent regarding such matters shall be binding and conclusive. None of Parent, BEPC, Acquisition Sub the Company or the Exchange Payment Agent shall be under any obligation to notify any person Person of any defect in a completed an Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.

Election Procedures. (ai) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates any certificate (a “Certificate”) theretofore representing shares of Company Common Stock or non-certificated shares represented by book entry (“Book Entry Shares”) shall pass, only upon proper delivery of such Eligible Certificates or Book Entry Shares, respectively, to the Exchange Agent) ), in such form as BEPC and Acquisition Sub Parent shall reasonably specify and as shall be reasonably acceptable to the Company (the “Election Form”) ), shall be mailed together or contemporaneously with the Joint Proxy Statement (the “Mailing Date”) to holders of Company Common Stock each holder of record as of the record date for the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as of the close of business on the record date for notice of the Company Shareholders Meeting (the “Eligible Company SharesElection Form Record Date”). (bii) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of any Excluded Shares or any Appraisal Shares, to specify (A) the number of record shares of Eligible such holder’s Company Shares as of immediately prior Common Stock with respect to the Election Deadline to elect (an “Election”) which such holder elects to receive the Per Share Mixed Consideration, (B) the number of shares of New York such holder’s Company Class C Common Stock with respect to which such holder elects to receive the Per Share Stock Election Consideration, or (C) that such holder makes no election with respect to such holder’s Company Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible “Non-Election Shares”). Any Company Shares held by such holder. The holders of any Eligible Company Shares Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the business 30th day immediately preceding following the Mailing Date (or such other time and date of as the Company Shareholders Meeting and Parent shall agree) (the “Election Deadline”) (other than any shares of Company Common Stock that constitute Appraisal Shares as of such time) shall also be deemed not to have made an Electionbe Non-Election Shares. (ciii) BEPC and Acquisition Sub Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all persons Persons who become holders (or beneficial owners) of Eligible Company Shares Common Stock between the record date for the Company Shareholders Meeting Election Form Record Date and the close of business on the business day Business Day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (div) Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (e) Any Election election shall have been properly made only if (i) the Exchange Agent shall have received a properly completed Election Form by the Election Deadline Deadline. If an Election Form purports to make an election for a certificated Share of Company Common Stock or Book Entry Shares, then an Election Form shall be deemed properly completed only (iiA) if accompanied by one or more Certificates (or customary affidavits and, if required by Parent or the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate) and/or (B) upon receipt of an “agent’s message” by the Exchange Agent or such other evidence of transfer of Book Entry Shares to the Exchange Agent as the Exchange Agent may reasonably request, collectively representing all shares of Company Common Stock covered by such Election has been made at or prior to the Election Deadline pursuant to the procedures set forth Form, together with duly executed transmittal materials included in the Election Form. After Any Election Form may be revoked or changed by the Person submitting such Election Form by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Election Form is validly revoked prior to the Election Deadline, the shares of Company Common Stock represented by such Election Form shall become Non-Election Shares and Parent shall cause the Certificates representing such shares of Company Common Stock or Book Entry Shares to be promptly returned without charge to the Person submitting the Election Form upon written request to that effect from the holder who submitted the Election Form, except to the extent (if any) a subsequent election is properly made with respect to any Eligible Company Shares, no further registration of transfers or all of such Eligible shares of Company Shares shall be made on Common Stock. Subject to the transfer books terms of the Company unless this Agreement and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as Parent shall have sole discretion, which it may delegate in whole or in part to when Elections and revocations of Elections were received by the Exchange Agent Agent, to determine whether any election, revocation or change has been properly or timely made and as to whether to disregard immaterial defects in a completed the Election FormForms, and any good faith reasonable decisions of Parent (or the Exchange Agent, if so empowered) regarding such matters shall be binding and conclusive. None of Parent, BEPC, Acquisition Merger Sub or the Exchange Agent shall be under any obligation to notify any person Person of any defect in a completed an Election Form. Notwithstanding anything Elections will be deemed to be revoked if this Agreement is terminated in this Section 4.02 to the contrary, the Exchange Agent may, accordance with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Electionsits terms.

Election Procedures. (a) An Each Person who, at or prior to the Election Deadline, is a record holder of shares of Company Common Stock (which, for purposes of this Section 2.04, shall include the holders of all Cash-Out RSUs) shall have the right, subject to the limitations set forth in this Article II, to submit an election on or prior to the Election Deadline in accordance with the procedures set forth in this Section 2.04. (b) At the time of the mailing of the Proxy Statement to holders of record of shares of Company Common Stock entitled to vote at the Company Stockholders Meeting (the “Mailing Date”), the Company shall use reasonable best efforts to mail an election form and other appropriate and customary transmittal materials (which which, in the case of shares of Company Common Stock represented by Certificates, shall specify that delivery shall be effected, and risk of loss and title to Eligible the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) , upon adherence to the procedure set forth in the Letter of Transmittal, and shall be in such form and have such other provisions as BEPC Parent and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable to the Company may reasonably agree) (the “Election Form”) shall be mailed to holders each holder of record of shares of Company Common Stock of record as of the record date for the Company Shareholders Stockholders Meeting. As used herein, shares Holders of record of Company Common Stock issued who hold such Company Common Stock as nominees, trustee or in other representative capacities may, through proper instructions and outstanding and not held by any Parent Stockholder shall be referred documentation, submit a separate Election Form on or before the Election Deadline with respect to as “Eligible each beneficial owner for whom such nominee, trustee or representative holds such Company Shares”Common Stock. (bc) Each Election Form shall permit the holder (each Person who, at or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately prior to the Election Deadline to elect Deadline, is a record holder (an “Election”or, in the case of nominee record holders, the beneficial owner, through proper instructions and documentation) to receive of shares of New York Company Class C Common Stock, other than any Dissenting Stockholder, to specify (i) the number of shares of Company Common Stock with respect to which such holder makes a Share Election, (andii) the number of shares of Company Common Stock with respect to which such holder makes a Mixed Election, upon completion and (iii) the number of the Parent Exchange, Parent LP Unitsshares of Company Common Stock with respect to which such holder makes a Cash Election. (d) for all Any shares of the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on at or before 5:00 p.m., New York time, on the business day Business Day that is one (1) Business Day immediately preceding the date of the Company Shareholders Stockholders Meeting (or such other date as may be mutually agreed by Parent and the Company) (the “Election Deadline”) ), shall be deemed not to have made an Electionbe Non-Election Shares. If the Company Stockholders Meeting is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. For the avoidance of doubt, any Non-Election Shares will receive the Mixed Consideration. (ce) BEPC and Acquisition Sub Parent shall direct the Exchange Agent to make available one or more Election Forms available as may be reasonably be requested from time to time by all persons Persons who become holders (or beneficial owners) of Eligible record of Company Shares Common Stock between the record date for the Company Shareholders Stockholders Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it the Exchange Agent to perform as specified hereinin this Agreement and as specified in any agreement between Parent and/or the Company and the Exchange Agent. (df) Any election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. After a Share Election, Mixed Election or Cash Election is validly made with respect to any shares of Company Common Stock, any subsequent transfer of such shares of Company Common Stock shall automatically revoke such election. Any Election Form may be revoked or changed by the Person submitting such Election Form, by written notice of such revocation received by the Exchange Agent prior to the Election Deadline with respect to Deadline. In the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If event an Election Form is revoked prior to the Election Deadline, the holder shares of Eligible Company Shares Common Stock represented by such Election Form shall be deemed become Non-Election Shares, except to have made no Election, unless the extent a subsequent Election election is submitted by the holder properly made and not revoked with respect to any or all of such Eligible shares of Company Shares in accordance with the procedures set forth in the Election Form Common Stock prior to the Election Deadline. Any termination of this Agreement in accordance with Article VIII shall result in the revocation of all Election Forms delivered to the Exchange Agent on or prior to the date of such termination. (eg) Any Subject to the terms of this Agreement and of the Election shall have been properly made only if (i) Form, the Exchange Agent shall have received a properly completed Election Form by the Election Deadline reasonable discretion to determine whether any election or (ii) such Election revocation has been properly or timely made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed any submitted Election Form. Any good faith determinations of the Exchange Agent (or, in the event that the Exchange Agent declines to make any such determination, the joint determination of Parent and the Company) regarding such matters shall be binding and conclusive. None of Parent, BEPC, Acquisition Sub the Company or the Exchange Agent shall be under any obligation to notify any person Person of any defect in a completed an Election Form. Notwithstanding anything The Exchange Agent (or, in this Section 4.02 to the contrary, event the Exchange Agent maydeclines to make such computations, Parent and the Company jointly) shall also make all computations contemplated by Sections 2.01(c), 2.02(f) and 2.05 hereof, and absent manifest error such computations shall be conclusive and binding on Parent, the Company and all holders of Company Common Stock. (h) The Company and Parent shall have the right to make rules, not inconsistent with the written agreement terms of BEPC this Agreement, governing the validity and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation effectiveness of Elections Election Forms and Letters of Transmittal and the revocation payment of Elections as shall be necessary or desirable to administer such Electionsthe Merger Consideration.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates the certificates theretofore representing CoBancorp Common Stock ("CoBancorp Certificates") shall pass, only upon proper delivery of such Eligible CoBancorp Certificates to an exchange agent designated by FirstMerit (the "Exchange Agent")) in such form as BEPC FirstMerit and Acquisition Sub the CoBancorp shall reasonably specify and as shall be reasonably acceptable to the Company mutually agree (the “"Election Form”") shall be mailed 25 days prior to holders the anticipated Effective Time or on such other date as the CoBancorp and FirstMerit shall mutually agree ("Mailing Date") to each holder of Company record of CoBancorp Common Stock of record as of five business days prior to the record date Mailing Date ("Election Form Record Date"). FirstMerit shall determine the anticipated Effective Time (the "Anticipated Effective Time") in its sole discretion and the failure of the Effective Time to occur at the Anticipated Effective Time for purposes of this Section 2.2 shall not affect the Company Shareholders Meetingtime periods which are established for purposes of these election procedures. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”. (b) Each Election Form shall permit the a holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately prior to the Election Deadline CoBancorp Common Stock to elect (an “Election”) to receive shares of New York Company Class C only FirstMerit Common Stock with respect to such holder's CoBancorp Common Stock (and"Stock Election Shares"), upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by to elect to receive only cash with respect to such holder's CoBancorp Common Stock ("Cash Election Shares"), to elect to receive FirstMerit Common Stock with respect to those shares of CoBancorp Common Stock designated by the holder as Stock Election Shares and cash with respect to the holder's remaining shares of CoBancorp Common Stock or to indicate that such holder makes no election ("No Election Shares"). The holders For purposes of any Eligible Company this Section 2.2, Dissenting Shares shall be treated as Cash Election Shares but shall not be converted into the Per Share Stock Consideration or the Per Share Cash Consideration except as provided in Section 2.6. Any shares of CoBancorp Common Stock with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, p.m. on the business 20th day immediately preceding following the Mailing Date (or such other time and date of as FirstMerit and the Company Shareholders Meeting CoBancorp may mutually agree) (the “"Election Deadline”") shall be deemed not to have made an Electionbe "No Election Shares. (c) BEPC and Acquisition Sub " FirstMerit shall promptly make available one or more Election Forms as may be reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible Company Shares CoBancorp Common Stock between the record date for the Company Shareholders Meeting Election Form Record Date and the close of business on the business day prior to the Election Deadline, and the Company CoBancorp shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. . Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates (dor customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of the CoBancorp Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the person submitting such Election Form at or prior to the Election Deadline with respect to Deadline. In the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If event an Election Form is revoked prior to the Election Deadline, the holder shares of Eligible Company Shares CoBancorp Common Stock represented by such Election Form shall become No Election Shares and FirstMerit shall cause the certificates representing CoBancorp Common Stock to be deemed promptly returned without charge to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in person submitting the Election Form prior upon written request to that effect from the person who submitted the Election Form. Subject to the terms of this Agreement and of the Election Deadline. (e) Any Election shall have been properly made only if (i) Form, the Exchange Agent shall have received a properly completed Election Form by the Election Deadline reasonable discretion to determine whether any election, revocation or (ii) such Election change has been properly or timely made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed the Election FormForms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, BEPC, Acquisition Sub or Neither FirstMerit nor the Exchange Agent shall be under any obligation to notify any person of any defect in a completed an Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.

Election Procedures. (a) An TD Banknorth shall appoint an agent, who shall be reasonably acceptable to H▇▇▇▇▇ United (the “Exchange Agent”), for the purpose of exchanging certificates that immediately prior to the Effective Time evidenced shares of H▇▇▇▇▇ United Common Stock (the “Certificates”) for the Merger Consideration. The Exchange Agent shall mail an election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible the Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) ), in such form as BEPC H▇▇▇▇▇ United and Acquisition Sub TD Banknorth shall reasonably specify and as shall be reasonably acceptable to the Company mutually agree (the “Election Form”), no later than 15 Business Days prior to the anticipated Effective Time or on such earlier date as TD Banknorth and H▇▇▇▇▇ United may mutually agree (the “Mailing Date”) to each holder of record of H▇▇▇▇▇ United Common Stock as of five Business Days prior to the Mailing Date (the “Election Form Record Date”), provided, however, that Election Forms need not be mailed prior to the receipt of the Requisite Regulatory Approvals (exclusive of the expiration or termination of statutory waiting periods). The Exchange Agent shall make available an additional Election Form to all Persons who become record holders of H▇▇▇▇▇ United Common Stock between the Election Form Record Date and the close of business on the fifth Business Day prior to the Election Deadline (the “Secondary Election Form Record Date”). Each Election Form shall permit each holder of record of H▇▇▇▇▇ United Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to specify (i) the number of shares of H▇▇▇▇▇ United Common Stock which such holder desires to have converted into the right to receive TD Banknorth Common Stock as provided herein (the “H▇▇▇▇▇ United Stock Election Shares”) and (ii) the number of shares of H▇▇▇▇▇ United Common Stock which such holder desires to have converted into the right to receive cash as provided herein (the “H▇▇▇▇▇ United Cash Election Shares”). Any holder of H▇▇▇▇▇ United Common Stock who fails properly to submit an Election Form on or before the Election Deadline in accordance with the procedures set forth in this Section 3.2 or shall have acquired shares of H▇▇▇▇▇ United Common Stock after the Secondary Election Form Record Date shall be mailed deemed to holders of Company Common hold H▇▇▇▇▇ United Stock of record as of the record date for the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as “Eligible Company Election Shares”. (b) Each To be effective, a properly completed and executed Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately prior be submitted to the Election Deadline to elect (an “Election”) to receive shares of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York City time, on a date to be decided by TD Banknorth and reasonably acceptable to H▇▇▇▇▇ United (which date shall not be earlier than 15 Business Days after the business day immediately preceding Mailing Date and no later than the date of the Company Shareholders Meeting Effective Time) (the “Election Deadline”) ). An Election Form shall be deemed not to have made an Election. (c) BEPC and Acquisition Sub shall make available properly completed by a holder of H▇▇▇▇▇ United Common Stock only if accompanied by one or more Election Forms as may reasonably be requested from time to time by all persons who become holders Certificates (or beneficial ownerscustomary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Eligible Company Shares between H▇▇▇▇▇ United Common Stock, held by such holder, or by an appropriate guarantee of delivery of such Certificates from a member of any registered national securities exchange or of the record date for National Association of Securities Dealers, Inc. or by a commercial bank or trust company in the Company Shareholders Meeting United States as set forth in such Election Form. Any holder of H▇▇▇▇▇ United Common Stock who has made an election by submitting an Election Form to the Exchange Agent may at any time prior to the Election Deadline change such holder’s election by submitting a revised Election Form, properly completed and signed that is received by the Exchange Agent prior to the Election Deadline. Any holder of H▇▇▇▇▇ United Common Stock may at any time prior the Election Deadline revoke such holder’s election and withdraw such holder’s Certificates deposited with the Exchange Agent by written notice to the Exchange Agent received by the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (e) Any Election shall have been properly made only if (i) the Exchange Agent shall have received a properly completed Election Form by the Election Deadline or (ii) such Election has been made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed Election Form. None of Parent, BEPC, Acquisition Sub or the Exchange Agent shall be under any obligation to notify any person of any defect in a completed Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.

Election Procedures. (a) An Not less than three (3) Business Days prior to the mailing of the Proxy Statement pursuant to Section 5.3(a), Parent shall designate a bank or trust company reasonably acceptable to the Company to act as exchange agent hereunder (the "Exchange Agent") for the purpose of exchanging certificates that immediately prior to the Effective Time represented shares of Company Common Stock (the "Certificates") and shares of Company Common Stock represented by book-entry ("Book-Entry Shares"). (b) Each person who, on or prior to the Election Date, is a record holder of shares of Company Common Stock shall be entitled to specify the number of such holder's shares of Company Common Stock (and, if such shares to which the election relates are represented by Certificates, such particular shares) with respect to which such holder makes a Cash Election or Stock Election. (c) Parent shall prepare and file as an exhibit to the Registration Statement a form of election (the "Form of Election") in form and other appropriate and customary transmittal materials (which substance reasonably acceptable to the Company. The Form of Election shall specify that delivery shall be effected, and risk of loss and title to Eligible any Certificates shall pass, pass only upon proper delivery of such Eligible Certificates the Form of Election and any Certificates. The Company shall mail the Form of Election with the Proxy Statement to the Exchange Agent) in such form as BEPC and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable to the Company (the “Election Form”) shall be mailed to all persons who are record holders of shares of Company Common Stock of record as of the record date for the Company Shareholders Stockholders' Meeting. As The Form of Election shall be used herein, by each record holder of shares of Company Common Stock issued (or, in the case of nominee record holders, the Beneficial Owner through proper instructions and outstanding documentation) who wishes to make a Cash Election or a Stock Election or a combination of both for any and not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately prior to the Election Deadline to elect (an “Election”) to receive all shares of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder. The holders Company shall use its commercially reasonable efforts to make the Form of any Eligible Company Shares with respect Election available to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the business day immediately preceding the date of the Company Shareholders Meeting (the “Election Deadline”) shall be deemed not to have made an Election. (c) BEPC and Acquisition Sub shall make available one or more Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible shares of Company Shares Common Stock during the period between the record date for the Company Shareholders Stockholders' Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified hereinDate. (d) Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (e) Any Election holder's election shall have been properly made only if (i) the Exchange Agent shall have received at its designated office, by 5:00 p.m., New York City time, on or prior to (1) the date of the Company Stockholders' Meeting or (2) if the Closing Date is more than four (4) Business Days following the Company Stockholders' Meeting, two (2) Business Days preceding the Closing Date, or (3) such other date as the parties mutually agree (the "Election Date"), a Form of Election properly completed and signed and accompanied by (i) Certificates representing the shares of Company Common Stock to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Parent as set forth in such Form of Election from a firm that is an "eligible guarantor institution" (as defined in Rule 17Ad-15 under the Exchange Act); provided that such Certificates are in fact delivered to the Exchange Agent by the Election Deadline time set forth in such guarantee of delivery) or (ii) such Election has been made at or prior to in the Election Deadline pursuant to case of Book-Entry Shares, any additional documents required by the procedures set forth in the Election FormForm of Election. After an a Cash Election or a Stock Election is validly made with respect to any Eligible shares of Company SharesCommon Stock, no further registration of transfers of such Eligible Company Shares shares shall be made on the stock transfer books of the Company Company, unless and until such Cash Election or Stock Election is properly revoked in accordance with Section 2.7(f). (e) Parent and the procedures set forth in Company shall publicly announce the anticipated Election Date at least five (5) Business Days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election Date shall be deemed automatically revoked in similarly delayed to a subsequent date, and Parent and the event of Company shall promptly announce any transfer of such beneficial ownershipdelay and, when determined, the rescheduled Election Date. (f) Any Cash Election or Stock Election may be revoked with respect to all or a portion of the shares of Company Common Stock subject thereto by the holder who submitted the applicable Form of Election by appropriate written notice received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Election Date. In addition, all Cash Elections and Stock Elections shall automatically be revoked if this Agreement is terminated in accordance with Article VII. If a Cash Election or Stock Election is revoked with respect to shares of Company Common Stock represented by Certificates, Certificates representing such shares shall be promptly returned to the holder that submitted the same to the Exchange Agent. (g) The reasonable good faith determination of the Exchange Agent (or the joint determination of Parent and the Company, in the event that the Exchange Agent declines to make any such determination) shall be conclusive and binding as to whether or not an Election Cash Elections and Stock Elections shall have been properly made or revoked pursuant to the Election Form, this Section 2.7 and as to when Cash Elections, Stock Elections and revocations of Elections were received by the Exchange Agent. The Exchange Agent (or Parent and as to whether to disregard immaterial defects the Company jointly, in a completed Election Form. None of Parent, BEPC, Acquisition Sub or the event that the Exchange Agent declines to make the following computation) shall also make all computations as to the proration contemplated by Section 2.6(d), and absent manifest error this computation shall be under any obligation to notify any person of any defect in a completed Election Formconclusive and binding. Notwithstanding anything in this Section 4.02 to the contrary, the The Exchange Agent may, with the written agreement of BEPC Parent and Acquisition Subthe Company, make any rules or procedures as are consistent with this Section 4.02 2.7 for the implementation of the Cash Elections and the revocation of Stock Elections provided for in this Agreement as shall be necessary or desirable to administer such effect these Cash Elections and Stock Elections.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates the certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Eligible Certificates certificates to the Exchange AgentAgent (as defined below)) in such form as BEPC Parent and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable to the Company shall mutually agree (the “Election Form”) shall be mailed 35 days prior to holders the anticipated Effective Date or on such other date as the Company and Parent shall mutually agree (the “Mailing Date”) to each holder of record of Company Common Stock of record as of the record date for close of business on the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred fifth business day prior to as the Mailing Date (the “Eligible Company SharesElection Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to specify (i) the number of record shares of Eligible such holder’s Company Shares as of immediately prior Common Stock with respect to the Election Deadline to elect (an “Election”) which such holder elects to receive the Per Share Stock Consideration (“Stock Election Shares”), (ii) the number of shares of New York such holder’s Company Class C Common Stock with respect to which such holder elects to receive the Per Share Cash Consideration (“Cash Election Shares”), or (iii) that such holder makes no election with respect to such holder’s Company Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible “No Election Shares”). Any Company Shares held by such holder. The holders of any Eligible Company Shares Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the business 33rd day immediately preceding following the Mailing Date (or such other time and date of as Parent and the Company Shareholders Meeting may mutually agree) (the “Election Deadline”) shall also be deemed not to have made an Electionbe “No Election Shares.” (c) BEPC and Acquisition Sub Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible Company Shares Common Stock between the record date for the Company Shareholders Meeting Election Form Record Date and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the person submitting such Election Form at or prior to the Election Deadline with respect to Deadline. In the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If event an Election Form is revoked prior to the Election Deadline, the holder shares of Eligible Company Shares Common Stock represented by such Election Form shall become No Election Shares and Parent shall cause the certificates representing such Company Common Stock to be deemed promptly returned without charge to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in person submitting the Election Form prior upon written request to that effect from the holder who submitted the Election Form. Subject to the terms of this Agreement and of the Election Deadline. (e) Any Election shall have been properly made only if (i) Form, the Exchange Agent shall have received a properly completed Election Form by the Election Deadline reasonable discretion to determine whether any election, revocation or (ii) such Election change has been properly or timely made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed the Election FormForms, and any good faith decisions of the Exchange Agent as to such matters shall be binding and conclusive. None of Parent, BEPC, Acquisition Sub or Neither Parent nor the Exchange Agent shall be under any obligation to notify any person of any defect in a completed an Election Form. Notwithstanding anything . (e) Within ten business days after the Election Deadline, unless the Effective Time has not yet occurred, in this Section 4.02 to the contrarywhich case as soon thereafter as practicable, Parent shall cause the Exchange Agent may, to effect the allocation among the holders of Company Common Stock of rights to receive Parent Common Stock or cash in the Merger in accordance with the written agreement of BEPC and Acquisition Sub, make any rules or procedures Election Forms as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.follows:

Election Procedures. Each holder of record of Company Common Stock issued and outstanding immediately prior to the Election Deadline (a “Company Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election on or prior to the Election Deadline in accordance with the following procedures: (a) An Each Company Holder may specify in a request made in accordance with the provisions of this Section 2.03 (an “Election”), (A) the number of shares of Company Common Stock with respect to which such Company Holder desires to make a Share Election, (B) the number of shares of Company Common Stock with respect to which such Company Holder desires to make a Mixed Election, and (C) the number of shares of Company Common Stock with respect to which such Company Holder desires to make a Cash Election, and the order in which either such election form and other appropriate and customary transmittal materials (which shall specify that delivery is to apply to any such shares if the election is subject to proration pursuant to Section 2.04. Any Company Holder who makes an Election shall be effected, and risk of loss and title required to Eligible Certificates waive all appraisal rights in connection with making such Election. (b) TopCo shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such prepare a form as BEPC and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable to the Company (the “Election FormForm of Election”) ), which shall be mailed by TopCo to record holders of Company Common Stock so as to permit those Company Holders to exercise their right to make an Election prior to the Election Deadline. (c) TopCo shall mail or cause to be mailed or delivered, as applicable, the Form of Election to record holders of Company Common Stock as of the record date for the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and Stockholders’ Meeting not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately less than 20 business days prior to the Election Deadline to elect (an “Election”) to receive shares of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the business day immediately preceding the date of the Company Shareholders Meeting (the “anticipated Election Deadline”) shall be deemed not to have made an Election. (c) BEPC and Acquisition Sub . TopCo shall make available one or more Forms of Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible record of Company Shares between Common Stock during the period following the record date for the Company Shareholders Stockholders’ Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (ed) Any Election shall have been made properly made only if (i) the Exchange Agent shall have received a properly completed Election Form by the Election Deadline or (ii) such Election has been made at or received, prior to the Election Deadline pursuant Deadline, a Form of Election properly completed and signed and accompanied by Certificates (or affidavits of loss in lieu of the Certificates) to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company or by an appropriate customary guarantee of delivery of such Certificates, as set forth in such Form of Election, from a firm that is an eligible guarantor institution (as defined in Rule 17Ad−15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)); provided that such Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery, and, in the case of shares of Company Common Stock in book-entry form, any additional documents specified in the procedures set forth in the Election FormForm of Election. After an Election is validly made with respect Failure to any Eligible deliver shares of Company Shares, no further registration Common Stock covered by such a guarantee of transfers of such Eligible Company Shares shall be made on delivery within the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures time set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, on such Election guarantee shall be deemed automatically revoked to invalidate any otherwise properly made Election, unless otherwise determined by TopCo, in its sole and absolute discretion. As used herein, unless otherwise jointly agreed in advance by the Company and TopCo, “Election Deadline” means 5:00 p.m. local time (in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination city in which the principal office of the Exchange Agent is located) on a date mutually agreed by the Company and Parent but which in no event shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant less than 30 days prior to the anticipated Closing Date. TopCo and the Company shall issue a joint press release reasonably satisfactory to each of them announcing the anticipated date of the Election FormDeadline not more than 15 business days before, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed Election Form. None of Parent, BEPC, Acquisition Sub or the Exchange Agent shall be under any obligation to notify any person of any defect in a completed Election Form. Notwithstanding anything in this Section 4.02 to the contraryat least five business days prior to, the Exchange Agent may, with anticipated date of the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such ElectionsElection Deadline.

Election Procedures. Each holder of record of Company Common Shares (other than Excluded Shares) issued and outstanding at the close of business on the record date for the Company Shareholders Meeting (the “Company Record Date”) and each holder of Company Compensatory Awards on the Company Record Date shall have the right, subject to the limitations set forth in this Section 2.6 and the other provisions of Article 2, to submit an Election prior to the Election Deadline in accordance with the following procedures: (a) An Concurrently with the mailing of the Joint Proxy Statement (the “Mailing Date”), the Company shall cause an election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such form as BEPC and Acquisition Sub shall reasonably specify and as shall be is reasonably acceptable to Parent and the Company Exchange Agent (the “Election Form”) (and which shall comply with this Section 2.6) to be mailed to the holders of Company Common Stock of record as of the record date for Shares (other than Excluded Shares) and Company Compensatory Awards on the Company Shareholders MeetingRecord Date. As used herein, shares Parent shall cause the Exchange Agent to make available one or more Election Forms as may reasonably be requested from time to time by any Person who is a record holder of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred Shares (other than Excluded Shares) on the Company Record Date. Holders of record of Company Common Shares (other than Excluded Shares) or holders of Company Compensatory Awards on the Company Record Date who hold such Company Common Shares as nominees, trustees or in other representative capacities may submit a separate Election Form before the Election Deadline with respect to as “Eligible each beneficial owner for whom such nominee, trustee or representative holds such Company Common Shares”. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record Company Common Shares (other than Excluded Shares) and the holder of Eligible Company Compensatory Awards to specify the number of such holder’s Company Common Shares as of immediately prior (including the Company Common Shares that become or are considered to the Election Deadline be outstanding pursuant to elect Section 2.10) with respect to which such holder elects to receive (an “Election”): (i) the Cash Consideration (a “Cash Election” and such Company Common Shares (including the Company Common Shares that become or are considered to receive shares be outstanding pursuant to Section 2.10) that are the subject of New York a Cash Election being referred to as “Cash Election Shares”); or (ii) the Common Share Consideration (a “Share Election” and such Company Class C Common Stock Shares (andincluding the Company Common Shares that become or are considered to be outstanding pursuant to Section 2.10) subject to a Share Election being referred to as “Share Election Shares”); provided, upon completion of the Parent Exchangehowever, Parent LP Units) for all of the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares that an Election Form with respect to which any Company Common Shares that become or are considered to be outstanding immediately prior to the Company Merger Effective Time pursuant to Section 2.10 may specify the percentage instead of the number of such holder’s Company Common Shares that shall be Cash Election Shares and Share Election Shares. Each Election shall be subject to this Section 2.6 and Section 2.7. For the avoidance of doubt, the sum of the number of Cash Election Shares and the number of Share Election Shares must be equal to the number of Company Common Shares (including the Company Common Shares that become or are considered to be outstanding pursuant to Section 2.10) held by the holder completing such Election Form. (c) Any Election made pursuant to this Section 2.6 will have been properly made only if the Exchange Agent has not will have actually received an effective, properly completed Election Form on or before by 5:00 p.m., New York time, on the business day Business Day immediately preceding the date of prior to the Company Shareholders Meeting (the “Election Deadline”) ), a properly completed Election Form, in the case of an Election in respect of any Company Common Shares evidenced by a certificate, together with the applicable certificate, and in the case of an Election in respect of any Company Common Shares that are in book-entry form, the holders shall be deemed not to have made an Election. (c) BEPC and Acquisition Sub shall make available one or more followed the instructions set forth in the Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) Form. None of Eligible Company Shares between the record date for Parent, the Company Shareholders Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to or the Exchange Agent all information reasonably necessary for it or any of their respective Affiliates will be under any obligation to perform as specified hereinnotify any Person of any defect in an Election Form. (d) Each Company Common Share (including the Company Common Shares that become or are considered to be outstanding pursuant to Section 2.10) eligible to receive the Merger Consideration pursuant to Section 2.5(a) for which an Election is not properly made by the Election Deadline shall be deemed to have made a Share Election and shall only be entitled to receive the Common Share Consideration in accordance with Section 2.5(a). The Exchange Agent shall, in its sole discretion, resolve any ambiguities about or in connection with any Election Form in favor of deeming that only a Share Election has been made. Subject to the provisions of the Exchange Agent Agreement, the Exchange Agent also shall make all computations as to the allocation and proration contemplated by Section 2.7, and absent manifest error any such computation shall be conclusive and binding on the holders of Company Common Shares (including the Company Common Shares that become or are considered to be outstanding pursuant to Section 2.10). (e) Any Election Form may be revoked with respect to all or a portion of the Company Common Shares (including the Company Common Shares that become or are considered to be outstanding pursuant to Section 2.10) subject thereto by the holder who submitted the applicable Election Form by proper written notice received by the Exchange Agent prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth thereinDeadline. If an Election Form is revoked prior to the Election Deadlinerevoked, the holder of Eligible Company Common Shares represented by (including the Company Common Shares that become or are considered to be outstanding pursuant to Section 2.10) to which such Election Form related shall be deemed to have made no Election, a Share Election unless a subsequent new Election Form is subsequently submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (e) Any Election shall have been properly made only if (i) the Exchange Agent shall have received a properly completed Election Form by the Election Deadline or (ii) such Election has been made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Common Shares, no further registration of transfers any subsequent transfer of such Eligible Company Common Shares shall automatically revoke such Election. Notwithstanding anything to the contrary in this Agreement, all Elections shall be made on automatically deemed revoked upon receipt by the transfer books Exchange Agent of written notification from the Company unless and until such Election is properly revoked or Parent that this Agreement has been terminated in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownershipArticle 7. (f) The reasonable good faith determination of Parent and the Exchange Agent Company shall publicly announce the anticipated Election Deadline at least three (3) Business Days prior to the anticipated Election Deadline. If the Company Shareholders Meeting is delayed to a subsequent date, the Election Deadline shall be conclusive similarly delayed to a subsequent date, and binding as to whether or not an Election Parent and the Company shall have been properly made or revoked pursuant to the Election Formpromptly announce any such delay and, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed Election Form. None of Parent, BEPC, Acquisition Sub or the Exchange Agent shall be under any obligation to notify any person of any defect in a completed Election Form. Notwithstanding anything in this Section 4.02 to the contrarydetermined, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Electionsrescheduled Election Deadline.

Election Procedures. (a) An Each person who, on or prior to the Election Deadline, is a record holder of shares of Company Common Stock other than Excluded Shares shall be entitled to specify the number of such holder's shares of Company Common Stock with respect to which such holder makes a Cash Election, a Share Election or a Mixed Election. (b) Acquiror shall prepare a form of election (the "Form of Election") in form and other appropriate and customary transmittal materials (which substance reasonably acceptable to the Company. The Form of Election shall specify that delivery shall be effected, and risk of loss and title to Eligible any Company Stock Certificates shall pass, only upon proper delivery of such Eligible the Form of Election and any Company Stock Certificates in accordance with Section 2.3. The Company shall mail the Form of Election on a date to be mutually agreed by Acquiror and the Company that is not more than forty-five (45), nor less than thirty (30) days, prior to the Exchange Agent) in anticipated Closing Date or such form other date as BEPC Acquiror and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable to the Company shall mutually agree (the “Election Form”"Mailing Date") shall be mailed to all persons who are record holders of Company Common Stock of record as of the record date for the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder as of the close of business on the fifth (5th) Business Day prior to the Mailing Date (the "Election Form Record Date"). The Form of Election shall be referred to as “Eligible used by each record holder of shares of Company Shares”. Common Stock (b) Each Election Form shall permit or, in the holder (or case of nominee record holders, the beneficial owner through appropriate proper instructions and customary documentation and instructions) of record of Eligible Company Shares as of immediately prior to the Election Deadline to elect (an “Election”documentation) to receive shares of New York Company Class C Common Stock (andmake a Cash Election, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holdera Share Election or a Mixed Election. The holders Company shall use its reasonable best efforts to make the Form of any Eligible Company Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the business day immediately preceding the date of the Company Shareholders Meeting (the “Election Deadline”) shall be deemed not to have made an Election. (c) BEPC and Acquisition Sub shall make available one or more Election Forms as may be reasonably be requested from time to time by all persons who become record holders (or beneficial owners) of Eligible shares of Company Shares Common Stock during the period between the record date for the Company Shareholders Meeting Election Form Record Date and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it Acquiror and the Exchange Agent to perform as specified herein. (dc) Any holder's election shall have been properly made only if the Exchange Agent shall have received at its designated office by 5:00 p.m., local time, on the twenty-fifth (25th) day following the Mailing Date (or such other time and date as Acquiror and the Company may agree) (the "Election Deadline"), a Form may be revoked prior of Election properly completed and signed and accompanied by: (i) Company Stock Certificates representing the shares of Company Common Stock to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Company Certificates as set forth in such Form of Election from a firm that is an "eligible guarantor institution" (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Company Stock Certificates are in fact delivered to the Election Deadline with respect to Exchange Agent by the Eligible Company Shares subject thereto in accordance with the procedures time set forth therein. If an Election Form is revoked prior to in such guarantee of delivery);or (ii) in the Election Deadlinecase of book-entry shares, the holder of Eligible Company Shares represented any additional documents required by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Form of Election. After a Cash Election, a Share Election Form or a Mixed Election is properly made with respect to any shares of Company Common Stock, no further registration of transfers of such shares of Company Common Stock shall be made on the stock transfer books of the Company, unless and until such Cash Election, Share Election or Mixed Election is properly revoked. (d) Acquiror and the Company shall publicly announce the anticipated Election Deadline at least three (3) Business Days prior to the anticipated Election Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline may, upon mutual agreement of Acquiror and the Company, be similarly delayed to a subsequent date, and Acquiror and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (e) Any Cash Election, Share Election shall have been properly made only if (i) or Mixed Election may be revoked with respect to all or a portion of the shares of Company Common Stock subject thereto by the holder who submitted the applicable Form of Election by written notice received by the Exchange Agent shall have received a properly completed Election Form by the Election Deadline or (ii) such Election has been made at or prior to the Election Deadline pursuant to the procedures set forth in the Election FormDeadline. After an Election In addition, all Cash Elections, Share Elections and Mixed Elections shall automatically be revoked if this Agreement is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked terminated in accordance with the procedures set forth in the its terms. If a Cash Election, Share Election Form. In the event any or Mixed Election is revoked, the shares as to which such election previously applied shall be treated as Non-Electing Company Shares unless a contrary election is properly made by a beneficial owner of Eligible the holder within the period during which elections are permitted to be made pursuant to Section 2.4(c). Company Shares, such Election shall Stock Certificates will not be deemed automatically revoked returned to holders in the event of any transfer of such beneficial ownershipan election is revoked unless the holder so requests. (f) The reasonable good Subject to the terms of this Agreement and the Form of Election, the reasonable, good-faith determination of the Exchange Agent (or the joint determination of Acquiror and the Company, in the event that the Exchange Agent declines to make any such determination) shall be conclusive and binding as to whether or not an Election Cash Elections, Mixed Elections and Share Elections shall have been properly made or revoked pursuant to this Section 2.4 (and to disregard any immaterial defects in the Election Form, Forms of Election) and as to when Cash Elections, Mixed Elections, Share Elections and revocations of Elections were received by the Exchange Agent. The Exchange Agent (or Acquiror and the Company jointly, in the event that the Exchange Agent declines to make the following computation) shall also make all computations contemplated by Section 2.1(a), and absent manifest error this computation shall be conclusive and binding. The Exchange Agent may, with the written agreement of Acquiror (subject to the consent of the Company, not to be unreasonably withheld), make any rules as are consistent with this Section 2.4 for the implementation of the Cash Elections, Mixed Elections and Share Elections provided for in this Agreement as shall be necessary or desirable to whether to disregard immaterial defects in a completed Election Formeffect these Cash Elections, Mixed Elections and Share Elections. None of ParentAcquiror, BEPC, Acquisition Sub the Company or the Exchange Agent shall be under any obligation to notify any person of any defect in a completed Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement Form of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such ElectionsElection.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible the Certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such form as BEPC and Acquisition Sub Parent shall reasonably specify and as shall be reasonably acceptable to the Company (the “Election Form”) shall be mailed together with the Proxy Statement or at such other time as the Company and Parent may agree (the “Mailing Date”) to holders each holder of record of Company Common Stock of record as of the close of business on the record date for notice of the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as Special Meeting (the “Eligible Company SharesElection Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (i) the number of record shares of Eligible such holder’s Company Shares as of immediately prior Common Stock with respect to the Election Deadline to elect (an “Election”) which such holder elects to receive the Per Share Stock Consideration (“Stock Election Shares”), (ii) the number of shares of New York such holder’s Company Class C Common Stock with respect to which such holder elects to receive the Per Share Cash Consideration (“Cash Election Shares”), or (iii) that such holder makes no election with respect to such holder’s Company Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible “No Election Shares”). Any Company Shares held by such holder. The holders of any Eligible Company Shares Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York Houston time, on the business 33rd day immediately preceding following the Mailing Date (or such other time and date of as the Company Shareholders Meeting and Parent shall agree) (the “Election Deadline”) (other than any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall also be deemed not to have made an Electionbe “No Election Shares.” (c) BEPC and Acquisition Sub Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all persons Persons who become holders (or beneficial owners) of Eligible Company Shares Common Stock between the record date for the Company Shareholders Meeting Election Form Record Date and the close of business on the business day Business Day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form prior to the Election Deadline with respect to Deadline. In the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If event an Election Form is revoked prior to the Election Deadline, the holder shares of Eligible Company Shares Common Stock represented by such Election Form shall become No Election Shares and Parent shall cause the Certificates representing Company Common Stock to be deemed promptly returned without charge to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in Person submitting the Election Form prior upon written request to that effect from the holder who submitted the Election Form, except to the Election Deadline. extent (eif any) Any Election shall have been a subsequent election is properly made only if (i) with respect to any or all of the applicable shares of Company Common Stock. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have received a properly completed Election Form by the Election Deadline reasonable discretion to determine whether any election, revocation or (ii) such Election change has been properly or timely made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed the Election FormForms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, BEPC, Acquisition Sub Purchaser or the Exchange Agent shall be under any obligation to notify any person Person of any defect in a completed an Election Form. (e) Within ten Business Days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon after the Effective Time as practicable (and in no event more than ten Business Days after the Effective Time), Parent shall cause the Exchange Agent to effect the allocation among the holders of Company Common Stock of rights to receive Parent Common Stock or cash in the Merger in accordance with the Election Forms as follows: (i) Cash Election Shares More Than Total Cash Amount. If the aggregate cash amount that would be paid upon the conversion of the Cash Election Shares in the Merger is greater than the Total Cash Amount, then: (1) all Stock Election Shares and No Election Shares shall be converted into the right to receive the Per Share Stock Consideration, (2) the Exchange Agent shall then select from among the Cash Election Shares, by a pro rata selection process, a sufficient number of shares (“Stock Designated Shares”) such that the aggregate cash amount that will be paid in the Merger equals as closely as practicable the Total Cash Amount, and all Stock Designated Shares shall be converted into the right to receive the Per Share Stock Consideration, and (3) the Cash Election Shares that are not Stock Designated Shares will be converted into the right to receive the Per Share Cash Consideration. (ii) Cash Election Shares Less Than Total Cash Amount. If the aggregate cash amount that would be paid upon conversion of the Cash Election Shares in the Merger is less than the Total Cash Amount, then: (1) all Cash Election Shares shall be converted into the right to receive the Per Share Cash Consideration, (2) the Exchange Agent shall then select first from among the No Election Shares and then (if necessary) from among the Stock Election Shares, by a pro rata selection process, a sufficient number of shares (“Cash Designated Shares”) such that the aggregate cash amount that will be paid in the Merger equals as closely as practicable the Total Cash Amount, and all Cash Designated Shares shall be converted into the right to receive the Per Share Cash Consideration, and (3) the Stock Election Shares and the No Election shares that are not Cash Designated Shares shall be converted into the right to receive the Per Share Stock Consideration. (iii) Cash Election Shares Equal to Total Cash Amount. If the aggregate cash amount that would be paid upon conversion of the Cash Election Shares in the Merger is equal to the Total Cash Amount, then subparagraphs (i) and (ii) above shall not apply and all Cash Election Shares shall be converted into the right to receive the Per Share Cash Consideration and all Stock Election Shares and No Election Shares shall be converted into the right to receive the Per Share Stock Consideration. Notwithstanding anything in this Section 4.02 Agreement to the contrary, for purposes of determining the allocations set forth in this Section 1.7(e), Parent shall have the right, but not the obligation, to require that any shares of Company Common Stock that constitute Dissenting Shares as of the Election Deadline be treated as Cash Election Shares, although no such shares shall be subject to any of the pro rata selection processes contemplated by this Section 1.7(e). (f) The pro rata selection process to be used by the Exchange Agent may, with the written agreement shall consist of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections such equitable pro ration processes as shall be necessary or desirable to administer such Electionsmutually determined by Parent and the Company.

Election Procedures. Each holder of record of shares (other than Dissenting Shares) of Company Common Stock ("Holder") shall have the right, subject to the limitations set forth in this Article 2, to submit an election in accordance with the following procedures: (a) An election Each Holder may specify in a request made in accordance with the provisions of this Section 2.2 (an "Election") (i) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (b) The Parent shall prepare a form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such form as BEPC and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable to the Company (the “Election Form”"Form of Election") which shall be mailed to holders of Company Common Stock of record as of the record date for Company's stockholders entitled to vote at the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred Stockholders Meeting so as to as “Eligible Company Shares”. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately Company's stockholders to exercise their right to make an Election prior to the Election Deadline to elect (an “Election”) to receive shares of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the business day immediately preceding the date of the Company Shareholders Meeting (the “Election Deadline”) shall be deemed not to have made an Election. (c) BEPC and Acquisition Sub The Parent shall make the Form of Election initially available one or more at the time that the Proxy Statement is made available to the stockholders of the Company, to such stockholders, and shall use commercially reasonable efforts to make available as promptly as possible a Form of Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) any stockholder of Eligible Company Shares between the record date for the Company Shareholders Meeting who requests such Form of Election following the initial mailing of the Forms of Election and the close of business on the business day prior to the Election Deadline, and . In no event shall the Company shall provide Form of Election initially be made available less than twenty days prior to the Exchange Agent all information reasonably necessary for it to perform as specified hereinElection Deadline. (d) Any Election shall have been made properly only if the bank or trust company designated by the Parent (the "Exchange Agent"), shall have received, by 5:00 p.m. local time in the city in which the principal office of such Exchange Agent is located, on the day before the Company Stockholders Meeting (the "Election Deadline"), a Form may be revoked prior of Election properly completed and signed and accompanied by certificates representing the shares of Company Common Stock (the "Certificates") to which such Form of Election relates or by a customary guarantee of delivery of such Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Certificates are in fact delivered to the Election Deadline with respect Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Common Stock covered by a guarantee of delivery within the Eligible Company Shares subject thereto in accordance with the procedures time set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by in such Election Form guarantee shall be deemed to have invalidate any otherwise properly made no Election, unless a subsequent Election is submitted otherwise determined by the holder Parent, in its sole discretion. The Company and the Parent shall cooperate to issue a press release reasonably satisfactory to each of such Eligible Company Shares in accordance with them announcing the procedures set forth in date of the Election Form prior to Deadline not more than fifteen Business Days before, and at least five Business Days before, the Election Deadline. (e) Any Holder may, at any time prior to the Election shall have been properly made only if (i) Deadline, change his, her or its Election by written notice received by the Exchange Agent shall have received a properly completed Election Form by the Election Deadline or (ii) such Election has been made at or prior to the Election Deadline pursuant to accompanied by a properly completed and signed, revised Form of Election. If the procedures set forth Parent shall determine in the Election Form. After an its reasonable discretion that any Election is validly not properly made with respect to any Eligible shares of Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company SharesCommon Stock, such Election shall be deemed automatically revoked to be not in effect, and the event shares of any transfer of Company Common Stock covered by such beneficial ownershipElection shall be deemed to be Non-Election Shares, unless a proper Election is thereafter timely made. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant Any Holder may, at any time prior to the Election FormDeadline, as to when Elections and revocations of Elections were revoke his, her or its Election by written notice received by the Exchange Agent prior to the Election Deadline or by withdrawal prior to the Election Deadline of his, her or its Certificate, or of the guarantee of delivery of such Certificates, previously deposited with the Exchange Agent. All Elections shall be revoked automatically if the Exchange Agent is notified in writing by the Parent or the Company that this Agreement has been terminated in accordance with Article 7. (g) The Parent shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing the validity of the Forms of Election and as to whether to disregard immaterial defects compliance by any Holder with the Election procedures in a completed Election Formthis Article 2. None of Parent, BEPC, Acquisition Sub or Neither the Parent nor the Exchange Agent shall be under have any obligation to notify any person inform the Holder of any defect in a completed Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Electionsdetermination.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible the Certificates theretofore representing shares of CBOT Holdings Class A Common Stock shall pass, only upon proper delivery of such Eligible Election Form and Certificates to the Exchange Agent) in such form as BEPC CBOT Holdings and Acquisition Sub CME Holdings shall reasonably specify and as shall be reasonably acceptable to the Company agree (the “Election Form”) shall be mailed with the Joint Proxy Statement/Prospectus (the date of such mailing being referred to holders of Company Common Stock as the “Mailing Date”) to each holder of record as of the record date for the Company Shareholders CBOT Holdings Stockholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to specify (i) the number of record shares of Eligible Company Shares as of immediately prior such holder’s CBOT Holdings Class A Common Stock with respect to the Election Deadline to elect (an “Election”) which such holder elects to receive the Stock Consideration, (ii) the number of shares of New York Company such holder’s CBOT Holdings Class C A Common Stock with respect to which such holder elects to receive the Per Share Cash Consideration or (iii) that such holder makes no election with respect to such holder’s shares of CBOT Holdings Class A Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder“No Election Shares”). The holders of any Eligible Company Shares Any CBOT Holdings Class A Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York Chicago time, on the business day immediately preceding the date of the Company Shareholders Meeting (the “Election Deadline”) Date shall also be deemed not to have made an Electionbe No Election Shares. (c) BEPC and Acquisition Sub CME Holdings shall make available one or more Election Forms as may reasonably be requested from time to time by all persons Persons who become holders (or beneficial owners) of Eligible Company Shares CBOT Holdings Class A Common Stock between the record date for the Company Shareholders CBOT Holdings Stockholders Meeting and the close of business on the business day Business Day prior to the Election DeadlineDate, and the Company CBOT Holdings shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (e) Any Election record holder’s election shall have been properly made only if (i) the Exchange Agent shall have received a at its designated office, by 5:00 p.m., New York City time, on the date specified on the Election Form as agreed upon by the parties, or if no such date is specified, on the later of (1) the date of the CBOT Holdings Stockholders Meeting or (2) if the Effective Time is more than four Business Days following the CBOT Holdings Stockholders Meeting, three Business Days preceding the Effective Time (the “Election Date”), an Election Form properly completed and signed and accompanied by (i) Certificates representing the shares of CBOT Holdings Common Stock to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of CBOT Holdings (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided that such Certificates are in fact delivered to the Exchange Agent by the Election Deadline time set forth in such guarantee of delivery) or (ii) such Election has been made at or prior to in the Election Deadline pursuant to case of CBOT Holdings Book-Entry Shares, any additional documents required by the procedures set forth in the Election Form. After an Election election is validly made with respect to any Eligible Company Sharesshares of CBOT Holdings Class A Common Stock, no further registration of transfers of such Eligible Company Shares shares shall be made on the stock transfer books of the Company CBOT Holdings, unless and until such Election election is properly revoked in accordance with revoked. (e) CME Holdings and CBOT Holdings shall publicly announce the procedures set forth in anticipated Election Date at least five Business Days prior to the anticipated Effective Time. If the Effective Time is delayed to a subsequent date, the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election Date shall be deemed automatically revoked in similarly delayed to a subsequent date, and CME Holdings and CBOT Holdings shall promptly announce any such delay and, when determined, the event of any transfer of such beneficial ownershiprescheduled Election Date. (f) The reasonable good faith determination Any election may be revoked with respect to all or a portion of the Exchange Agent shall be conclusive and binding as to whether or not an shares of CBOT Holdings Class A Common Stock subject thereto by the holder who submitted the applicable Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were Form by written notice received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Election Date. In the event an Election Form is revoked prior to the Election Date, the shares of CBOT Holdings Class A Common Stock represented by such Election Form shall become No Election Shares and as CME Holdings shall cause the Certificates representing such shares of CBOT Holdings Class A Common Stock to whether be promptly returned without charge to disregard immaterial defects in a completed the Person submitting the Election Form upon written request to that effect from the holder who submitted the Election Form. None of Parent, BEPC, Acquisition Sub or the Exchange Agent shall be under any obligation to notify any person of any defect in a completed Election Form. Notwithstanding anything in this Section 4.02 except to the contraryextent (if any) a subsequent election is properly made with respect to any or all of such shares of CBOT Holdings Class A Common Stock. In addition, the Exchange Agent may, all elections shall automatically be revoked if this Agreement is terminated in accordance with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such ElectionsArticle VIII.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates the certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such form as BEPC and Acquisition Sub ETP shall reasonably specify and as shall be reasonably acceptable to the Company (the “Election Form”) shall be mailed no less than thirty (30) days prior to holders the anticipated Closing Date or on such other date as ETP and the Company shall mutually agree (the “Mailing Date”) to each holder of record of Company Common Stock of record as of the record date for close of business on the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred fifth business day prior to as the Mailing Date (the “Eligible Company SharesElection Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (i) the number of record of Eligible Company Shares as of immediately prior to the Election Deadline to elect (an “Election”) to receive shares of New York such holder’s Company Class C Common Stock with respect to which such holder makes a Mixed Election; (and, upon completion ii) the number of the Parent Exchange, Parent LP Units) for all shares of the Eligible Company Shares held by such holder’s Company Common Stock with respect to which such holder makes a Cash Election; and (iii) the number of shares of such holder’s Company Common Stock with respect to which such holder makes a Common Unit Election. The holders of any Eligible Company Any Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the business twentieth (20th) day immediately preceding following the Mailing Date (or such other time and date of as ETP and the Company Shareholders Meeting shall agree) (the “Election Deadline”) (other than Cancelled Shares and Subsidiary Shares or any shares of Company Common Stock that constitute Dissenting Shares at such time) shall be deemed not to be “No Election Shares,” and the holders of such No Election Shares shall be deemed to have made an Electiona Mixed Election with respect to such No Election Shares. (c) BEPC and Acquisition Sub ETP shall make available one or more Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible Company Shares Common Stock between the record date for the Company Shareholders Meeting Election Form Record Date and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. After a Mixed Election, Cash Election or a Common Unit Election is validly made with respect to any shares of Company Common Stock, any subsequent transfer of such shares of Company Common Stock shall automatically revoke such election. Any Election Form may be revoked or changed by the person submitting such Election Form, by written notice received by the Exchange Agent prior to the Election Deadline with respect to Deadline. In the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If event an Election Form is revoked prior to the Election Deadline, the holder shares of Eligible Company Shares Common Stock represented by such Election Form shall be deemed become No Election Shares, except to have made no Election, unless the extent a subsequent Election election is submitted by the holder properly made with respect to any or all of such Eligible shares of Company Shares in accordance with the procedures set forth in the Election Form Common Stock prior to the Election Deadline. (e) Any . Subject to the terms of this Agreement and of the Election shall have been properly made only if (i) Form, the Exchange Agent shall have received a properly completed Election Form by the Election Deadline reasonable discretion to determine whether any election, revocation or (ii) such Election change has been properly or timely made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed the Election FormForms, and any good-faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of ParentETP, BEPC, Acquisition Sub the Company or the Exchange Agent shall be under any obligation to notify any person of any defect in a completed an Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.

Election Procedures. (a) An election form OLB and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk Holdings will include a copy of loss and title to Eligible Certificates shall pass, only upon proper delivery an Election Form with each copy of such Eligible Certificates to the Exchange Agent) in such form as BEPC and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable to the Company (the “Election Form”) shall be Prospectus/Proxy Statement mailed to holders of Company Holdings Common Stock in connection with the Holdings Common Stockholders’ Meeting, pursuant to which Holdings Common Stockholders will: (i) Elect to receive the Per Share Common Stock Consideration with respect to all or a portion of record as of the record date for the Company Shareholders Meeting. As used herein, their shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately prior to the Election Deadline to elect (an “Election”) to receive shares of New York Company Class C Holdings Common Stock (and, upon completion of the Parent Exchange, Parent LP Units“Common Stock Election Shares”); or (ii) for all of Elect to receive the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares Per Share Cash Consideration with respect to which the Exchange Agent has not received an effective, properly completed Election Form on all or before 5:00 p.m., New York time, on the business day immediately preceding the date a portion of the Company Shareholders Meeting their shares of Holdings Common Stock (the “Cash Election DeadlineShares”) ). OLB and Holdings shall be deemed not each use their reasonable efforts to have made an Election. (c) BEPC and Acquisition Sub shall make the Election Form available one or more Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible Company Shares Holdings Common Stock during the period between the record date for the Company Shareholders Holdings Common Stockholders’ Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) . Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (e) Any Holdings Common Stockholder’s Election shall have been properly made only if (i) the Exchange Agent shall have received at its designated office, by the Election Deadline, a properly completed and signed Election Form accompanied by the Holdings Certificate(s) to which such Election Form relates, in form acceptable for transfer (or by an appropriate guarantee of delivery of such Holdings Certificate(s) as set forth in such Election Form from a firm which is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act) provided that such Holdings Certificate(s) are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery). If a holder of Holdings Common Stock (i) does not submit a properly completed Election Form by before the Election Deadline or Deadline, (ii) such revokes an Election has been made at or Form prior to the Election Deadline and does not resubmit a properly completed Election Form prior to the Election Deadline, or (iii) otherwise fails to make an Election pursuant to Section 2.8(b) of this Agreement, then the procedures set forth in shares of Holdings Common Stock held by such holder shall be designated “No-Election Shares.” Nominee record holders who hold Holdings Common Stock on behalf of multiple beneficial owners shall be required to indicate how many of the shares held by them are Common Stock Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration Cash Election Shares and No-Election Shares. For purposes of transfers of such Eligible Company this Section 2.5, any Objecting Holdings Shares shall be made on the transfer books of the Company unless and until such deemed to have elected Cash Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed Election Form. None of Parent, BEPC, Acquisition Sub or the Exchange Agent shall be under any obligation to notify any person of any defect in a completed Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.

Election Procedures. (a) An Not less than thirty (30) days prior to the anticipated Effective Time or on such other date as Parent and the Company mutually agree (the “Mailing Date”), Company shall cause to be mailed an election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effectedmaterials, and risk of loss and title to Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such form as BEPC and Acquisition Sub Company shall reasonably specify and as shall be reasonably acceptable to the Company Parent (the “Election Form”) shall be mailed ), to holders each record holder of Company Common Stock of record as of the record date for the Company Shareholders Meeting. As used herein, (other than shares of Company Common Stock issued described in clause (iii) of Section 3.1(b)) as of a record date that is five (5) Business Days prior to the Mailing Date or such other date as mutually agreed to by Parent and outstanding and not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”the Company. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record Company Common Stock to specify (i) the number of Eligible shares of Company Shares as of immediately prior Common Stock with respect to the Election Deadline to elect (an “Election”) which such holder elects to receive the Share Consideration, (ii) the number of shares of New York Company Class C Common Stock with respect to which such holder elects to receive the Mixed Consideration or (and, upon completion of the Parent Exchange, Parent LP Unitsiii) for all of the Eligible Company Shares held by that such holder makes no election with respect to such holder’s shares of Company Common Stock. The holders Any shares of any Eligible Company Shares Common Stock with respect to which the Exchange Agent has does not received an effective, receive a properly completed Election Form on or before during the period (the “Election Period”) from the Mailing Date to 5:00 p.m., New York City time, on the business day immediately preceding Business Day that is two Business Days prior to the Closing Date or such other date of as Parent and the Company Shareholders Meeting shall, prior to the Closing, mutually agree (the “Election Deadline”) shall be deemed not to have made an Electionno election. Parent and the Company shall publicly announce the anticipated Election Deadline at least five business days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) BEPC and Acquisition Sub Company shall make available one or more Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) owners of Eligible Company Common Shares between the record date for the Company Shareholders Meeting and the close of business on the business day prior to during the Election DeadlinePeriod, and the Company Parent shall provide to the Exchange Agent all information reasonably necessary for it to perform its duties as specified herein. (d) Any election made pursuant to this Section 3.4 shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked prior to or changed by the person submitting it, by written notice received by the Exchange Agent during the Election Deadline with respect to Period. In the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If event an Election Form is revoked prior to during the Election DeadlinePeriod, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Electionelection, unless except to the extent a subsequent Election election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in properly made during the Election Form prior Period. Subject to the terms of this Agreement and of the Election Deadline. (e) Any Election shall have been properly made only if (i) Form, the Exchange Agent shall have received a properly completed Election Form by the Election Deadline reasonable discretion to determine whether any election, revocation or (ii) such Election change has been properly or timely made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed the Election FormForms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, BEPCMerger Sub, Acquisition Sub the Company or the Exchange Agent shall be under any obligation to notify any person Person of any defect in a completed an Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.

Election Procedures. (a) An At the time of mailing of the Proxy Statement/Prospectus to holders of record of Common Units entitled to vote at the Unitholder Meeting (such date, the “Mailing Date”), an election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible the Certificates theretofore representing Common Units, or Book-Entry Common Units, shall pass, only upon proper delivery of such Eligible Certificates or Book-Entry Common Units, respectively, to the Exchange Agent, upon adherence to the procedures set forth in the letter of transmittal) in such form as BEPC Parent and Acquisition Sub the Company shall reasonably specify and as shall be reasonably acceptable to the Company agree (the “Election Form”) shall be mailed to holders of Company Common Stock each holder of record of Common Units as of the record date for the Company Shareholders Unitholder Meeting. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to specify (i) the number of record of Eligible Company Shares as of immediately prior to the Election Deadline to elect (an “Election”) to receive shares of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder’s Common Units with respect to which such holder makes a Cash Election, and (ii) the number of such holder’s Common Units with respect to which such holder elects to make a Mixed Election. The holders of any Eligible Company Shares Any Common Units with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the business day immediately preceding Business Day that is three (3) Business Days prior to the Closing Date (which date of shall be publicly announced by Parent as soon as reasonably practicable) (or such other time and date as the Company Shareholders Meeting and Parent shall agree in writing) (the “Election Deadline”) shall be deemed not to have made an Electionbe “Non-Electing Common Units.” If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent shall promptly announce any such delay and, when determined, the rescheduled Election Deadline, if any. (c) BEPC and Acquisition Sub Parent shall make available one or more Election Forms available as may reasonably be requested from time to time by all persons Persons who become holders (or beneficial owners) of Eligible Company Shares Common Units between the record date for the Company Shareholders Unitholder Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified hereinherein and as specified in any agreement with the Exchange Agent. (d) Any election made pursuant to this Section 2.2 shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form prior to the Election Deadline. An Election Form shall be deemed properly completed only (i) if accompanied by one or more Certificates representing Common Units duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act), and/or (ii) upon receipt of an “agent’s message” by the Exchange Agent or such other evidence of transfer of Book-Entry Common Units to the Exchange Agent as the Exchange Agent may reasonably request, collectively representing all Common Units covered by such Election Form, together with duly executed transmittal materials included with the Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form, by written notice received by the Exchange Agent prior to the Election Deadline with respect to Deadline. In the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If event an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares Common Units represented by such Election Form shall become Non-Electing Common Units and Parent shall cause the Certificates representing such Common Units to be deemed promptly returned without charge to have made no Electionthe Person submitting the Election Form upon such revocation or written request to that effect from the holder who submitted the Election Form; provided, unless however, that a subsequent Election is submitted by the holder election may be made with respect to any or all of such Eligible Company Shares Common Units pursuant to this Section 2.2. In addition, all Cash Elections and Mixed Elections shall automatically be revoked and all Certificates representing Common Units shall be promptly returned without charge if this Agreement is terminated in accordance with the procedures set forth in the Election Form prior to the Election DeadlineArticle 8 of this Agreement. (e) Any Election shall have been properly made only if (i) the Exchange Agent shall have received a properly completed Election Form by the Election Deadline or (ii) such Election has been made at or prior Subject to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration terms of transfers this Agreement and of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent Agent, in consultation with both Parent and as the Company, shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in a completed the Election FormForms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, BEPC, Acquisition Sub Parent or the Company or the Exchange Agent shall be under any obligation to notify any person Person of any defect in a completed an Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.

Election Procedures. (ai) An HNC and East Penn Financial shall cause the Exchange Agent to mail an election form and other appropriate and customary transmittal materials (materials, which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates the certificates theretofore representing East Penn Financial Shares shall pass, only upon proper delivery of such Eligible Certificates certificates to the Exchange Agent) Agent in such form as BEPC HNC and Acquisition Sub East Penn Financial shall reasonably specify and as shall be reasonably acceptable to the Company mutually agree (the an “Election Form”) shall be mailed to holders of Company East Penn Financial Common Stock of record as of the record date for the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding East Penn Financial Options not more than forty (40) Business Days and not held by any Parent Stockholder less than twenty (20) Business Days prior to a date and time (the “Election Deadline”) that shall be referred mutually agreeable to HNC and East Penn Financial, but in any event not less than six (6) Business Days prior to the Closing Date, and shall be designated in the Election Form as “Eligible Company Shares”. (b) the deadline for delivery of such holders’ elections. Each Election Form shall permit the holder (or in the case of nominee record holders, the beneficial owner through appropriate proper instructions and customary documentation documentation) to make a Stock Election, a Cash Election or a Mixed Election. The East Penn Financial Shares for which the holder has duly made a Mixed Election shall be entitled to receive that respective proportion of Stock Consideration and instructions) of record of Eligible Company Shares Cash Consideration as of immediately prior shall be determined pursuant to the Election Deadline to elect (an “Election”) to receive shares of New York Company Class C Common Stock (andallocation rules set forth in Section 2.4(e), upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the business day immediately preceding the date of the Company Shareholders Meeting (the “Election Deadline”) and shall be deemed not to have made an Electionhold Stock Election Shares and Cash Election Shares in corresponding amounts. (cii) BEPC and Acquisition Sub The Exchange Agent shall use reasonable efforts to make the Election Form available one or more Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible Company Shares East Penn Financial Common Stock during the period between the record date for the Company Shareholders Meeting mailing of the Election Form (the “Record Date”) and the close of business on Election Deadline. Any holder's election shall have been properly made only if the business day prior to Exchange Agent shall have received at its designated office, by the Election Deadline, a properly completed and signed Election Form accompanied by the Company shall provide East Penn Financial Certificates to which such Election Form relates, in form acceptable for transfer (or by an appropriate guarantee of delivery of such East Penn Financial Certificates as set forth in such Election Form from a firm which is an "eligible guarantor institution" (as defined in Rule 17Ad-15 under the Exchange Act) provided that such East Penn Financial Certificates are in fact delivered to the Exchange Agent all information reasonably necessary for it to perform as specified hereinby the time set forth in such guarantee of delivery). (diii) Any If, as to any East Penn Financial Common Stock, the holder either: (i) does not submit a properly completed Election Form may be revoked before the Election Deadline; (ii) revokes an Election Form prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless and does not resubmit a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the properly completed Election Form prior to the Election Deadline. (e) Any Election shall have been properly made only if (i) the Exchange Agent shall have received a properly completed Election Form by the Election Deadline ; or (iiiii) such Election has been made at fails to perfect his, her or prior to the Election Deadline its dissenters' rights pursuant to subsection 2.7 of this Agreement, those shares of East Penn Financial Common Stock shall be designated "No-Election Shares." Nominee record holders who hold East Penn Financial Common Stock on behalf of multiple beneficial owners shall be required to indicate how many of the procedures set forth in the shares held by them are Stock Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Cash Election Shares shall be made on the transfer books of the Company unless and until such No-Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownershipand how many shares held by them are subject to a Mixed Election. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed Election Form. None of Parent, BEPC, Acquisition Sub or the Exchange Agent shall be under any obligation to notify any person of any defect in a completed Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.

Election Procedures. (a1) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such form as BEPC Zions and Acquisition Sub Amegy shall reasonably specify and as shall be reasonably acceptable to the Company mutually agree (the “Election Form”) shall be mailed thirty-five days prior to holders the anticipated Closing Date or on such other date as Amegy and Zions shall mutually agree (the “Mailing Date”) to each holder of Company record of Amegy Common Stock of record as of the record date for close of business on the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred fifth business day prior to as the Mailing Date (the “Eligible Company SharesElection Form Record Date”). (b2) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to specify (A) the number of record shares of Eligible Company Shares as such holder’s Amegy Common Stock with respect to which such holder elects to receive the Per Share Stock Consideration (“Stock Election Shares”), (B) the number of immediately prior shares of such holder’s Amegy Common Stock with respect to which such holder elects to receive the Per Share Cash Consideration (“Cash Election Deadline to elect (an “ElectionShares”) or (C) that such holder makes no election with respect to receive shares of New York Company Class C such holder’s Amegy Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder“No Election Shares”). The holders of any Eligible Company Shares Any Amegy Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the business 30th day immediately preceding following the Mailing Date (or such other time and date of the Company Shareholders Meeting as Zions and Amegy may mutually agree) (the “Election Deadline”) shall also be deemed not to have made an Electionbe No Election Shares. (c3) BEPC and Acquisition Sub Zions shall make available one or more Election Forms as may reasonably be requested from time to time by all persons any person who become holders becomes a holder (or beneficial ownersowner) of Eligible Company Shares Amegy Common Stock between the record date for the Company Shareholders Meeting Election Form Record Date and the close of business on the business day prior to the Election Deadline, and the Company Amegy shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d4) Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Old Certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of Amegy Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the person submitting such Election Form, only by written notice received by the Exchange Agent prior to the Election Deadline with respect to Deadline. In the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If event an Election Form is revoked prior to the Election Deadline, unless a subsequent properly completed Election Form is submitted and actually received by the holder Exchange Agent by the Election Deadline, the shares of Eligible Company Shares Amegy Common Stock represented by such Election Form shall become No Election Shares and Zions shall cause the Old Certificates to be deemed promptly returned without charge to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in person submitting the Election Form prior upon written request to that effect from the holder who submitted the Election Form. Subject to the terms of this Agreement and of the Election Deadline. (e) Any Election shall have been properly made only if (i) Form, the Exchange Agent shall have received a properly completed Election Form by the Election Deadline reasonable discretion to determine whether any election, revocation or (ii) such Election change has been properly or timely made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed the Election FormForms, and any good faith decisions of Zions regarding such matters shall be binding and conclusive. None of Parent, BEPC, Acquisition Sub or Neither Zions nor the Exchange Agent shall be under any obligation to notify any person of any defect in a completed an Election Form. Notwithstanding anything in this Section 4.02 to . (5) Within ten business days after the contraryEffective Time, Zions shall cause the Exchange Agent may, to effect the allocation among the holders of Amegy Common Stock of rights to receive Zions Common Stock or cash in the Merger in accordance with the written agreement of BEPC and Acquisition Sub, make any rules or procedures Election Forms as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.follows:

Election Procedures. Each holder of record of shares of Anchor Common Stock and Anchor Restricted Stock Awards to be converted into the right to receive the Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Sections 1.5(a) and 2.1 (a “Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) An election Each Holder other than holders of Dissenting Shares may specify in a request made in accordance with the provisions of this Section 2.2 (herein called an “Election”) (i) the number of shares of Anchor Common Stock owned by such Holder (or subject to such Anchor Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Anchor Common Stock owned by such Holder (or subject to such Anchor Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Old National shall prepare a form and other reasonably acceptable to Anchor, including appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such form as BEPC prepared by Old National and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable to the Company Anchor (the “Election Form”) shall be mailed to holders Form of Company Common Stock of record as of the record date for the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately prior to the Election Deadline to elect (an “Election”) ), so as to receive shares of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares with respect permit Holders to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the business day immediately preceding the date of the Company Shareholders Meeting (the “Election Deadline”) shall be deemed not exercise their right to have made make an Election. (c) BEPC and Acquisition Sub Old National (i) shall initially make available one or more and mail the Form of Election Forms not less than thirty (30) business days prior to the anticipated Election Deadline to Holders of record as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible Company Shares between the record date for the Company Shareholders Meeting and the close of business on the business day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder or holder of Anchor Restricted Stock Awards who requests such Form of Election prior to the Election Deadline, . The time period between such mailing date and the Company shall provide Election Deadline is referred to herein as the Exchange Agent all information reasonably necessary for it to perform as specified herein“Election Period”. (d) Any Election shall have been made properly only if Old National shall have received, during the Election Period, a Form may be revoked prior of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of Old National is located) on the date which the parties shall agree is as near as practicable to two (2) business days preceding the Closing Date. The Parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked not more than fifteen (15) business days before, and at least five (5) business days prior to the Election Deadlineto, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (e) Any Election shall have been properly made only if (i) the Exchange Agent shall have received a properly completed Election Form by the Election Deadline or (ii) such Election has been made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed Election Form. None of Parent, BEPC, Acquisition Sub or the Exchange Agent shall be under any obligation to notify any person of any defect in a completed Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible the Certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such form as BEPC and Acquisition Sub Parent shall reasonably specify and as shall be reasonably acceptable to the Company (the “Election Form”) shall be mailed and pursuant to holders of Company Common Stock which each holder of record as of the record date for the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder as of the close of business on the Election Form Record Date may make an election pursuant to this Section 1.7 shall be referred mailed together with the Proxy Statement or at such other time as the Company and Parent may agree (the “Mailing Date”) to each holder of record of Company Common Stock as of the close of business on the record date for notice of the Company Special Meeting (the “Eligible Company SharesElection Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (i) the number of record shares of Eligible such holder’s Company Shares as of immediately prior Common Stock with respect to the Election Deadline to elect (an “Election”) which such holder elects to receive the Per Share Stock Consideration (“Stock Election Shares”), (ii) the number of shares of New York such holder’s Company Class C Common Stock with respect to which such holder elects to receive the Per Share Cash Consideration (“Cash Election Shares”), or (iii) that such holder makes no election with respect to such holder’s Company Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible “No Election Shares”). Any Company Shares held by such holder. The holders of any Eligible Company Shares Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the business 33rd day immediately preceding following the Mailing Date (or such other time and date of as the Company Shareholders Meeting and Parent shall agree) (the “Election Deadline”) (other than any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall also be deemed not to have made an Electionbe “No Election Shares.” (c) BEPC and Acquisition Sub Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all persons Persons who become holders (or beneficial owners) of Eligible Company Shares Common Stock between the record date for the Company Shareholders Meeting Election Form Record Date and the close of business on the business day Business Day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. With respect to shares of Company Common Stock represented by a Certificate, an Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all certificated shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form prior to the Election Deadline with respect to Deadline. In the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If event an Election Form is revoked prior to the Election Deadline, the holder shares of Eligible Company Shares Common Stock represented by such Election Form shall become No Election Shares and Parent shall cause the Certificates, if any, representing Company Common Stock to be deemed promptly returned without charge to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in Person submitting the Election Form prior upon written request to that effect from the holder who submitted the Election Form, except to the Election Deadline. extent (eif any) Any Election shall have been a subsequent election is properly made only if (i) with respect to any or all of the applicable shares of Company Common Stock. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have received a properly completed Election Form by the Election Deadline reasonable discretion to determine whether any election, revocation or (ii) such Election change has been properly or timely made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed the Election FormForms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, BEPCMerger Sub I, Acquisition Merger Sub II or the Exchange Agent shall be under any obligation to notify any person Person of any defect in a completed an Election Form. Notwithstanding anything . (e) Within five Business Days after the Election Deadline, unless the Merger I Effective Time has not yet occurred, in this Section 4.02 to which case as soon after the contraryMerger I Effective Time as practicable (and in no event more than five Business Days after the Merger I Effective Time), Parent shall cause the Exchange Agent may, to effect the allocation among the holders of Company Common Stock of rights to receive Parent Depositary Shares or cash pursuant to the First Merger in accordance with the written agreement of BEPC and Acquisition Sub, make any rules or procedures Election Forms as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.follows:

Election Procedures. (ai) An election form and other appropriate and customary transmittal materials (which shall specify that delivery All elections contemplated by Section 1.5(a) shall be effected, made on a form designed for that purpose prepared by the Company and risk of loss and title to Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such form as BEPC and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable to the Company Purchaser (the “an "Election Form”) shall be mailed to holders "). Holders of record of shares of Company Common Stock who hold such shares as nominees, trustees or in other representative capacities ("Representatives") may submit multiple Election Forms, provided that such Representative certifies that each such Election Form covers all the shares of Company Common Stock held by each such Representative for a particular beneficial owner. (ii) The Election Form shall be mailed on the same date as the date on which the Proxy Statement is mailed to all holders of record of shares of Company Common Stock as of the record date for of the Stockholders' Meeting (as defined below). Thereafter the Company Shareholders Meeting. As used herein, and Purchaser shall each use its reasonable and diligent efforts to (i) mail the Election Form to all persons who become record holders of shares of Company Common Stock issued during the period between the record date for the Stockholders' Meeting and outstanding 5:00 p.m., Chicago Time, on the day five (5) business days prior to the date of the Stockholders' Meeting and not held (ii) make the Election Form available to all persons who become holders of shares of Company Common Stock subsequent to such day and no later than the close of business on the day prior to the Stockholders' Meeting. In order to be effective, an Election Form must be received by any Parent Stockholder the Exchange Agent (as defined below), on or before 5:00 p.m., Chicago Time, on the business day prior to the Stockholders' Meeting (the "Election Deadline"). An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be referred deemed properly completed only if accompanied by one or more certificates theretofore representing Company Common Stock ("Certificate(s)") (or customary affidavits and, if required by Purchaser pursuant to as “Eligible Section 1.6(a), indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Company Shares”Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. Subject to the terms of this Agreement and the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election has been properly or timely made and to disregard immaterial defects in any Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. All elections will be revocable until the Election Deadline and thereafter shall be irrevocable. (biii) Each Election Form shall permit entitle the holder of shares of Company Common Stock (or the beneficial owner through appropriate and customary documentation and instructions) to (i) elect to receive the Cash Consideration for all of record such holder's shares (a "Cash Election"), (ii) elect to receive the Stock Consideration for all of Eligible such holder's shares (a "Stock Election"), (iii) elect to receive the Cash Consideration with respect to some of such holder's shares and the Stock Consideration with respect to such holder's remaining shares (a "Mixed Election"), or (iv) make no election or indicate that such holder has no preference as to the receipt of the Cash Consideration or the Stock Consideration (a "Non-Election"). Shares of Company Common Stock as to which a valid Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as "Cash Election Shares." The aggregate number of shares of Company Common Stock as to which a valid Cash Election is made is referred to herein as the "Cash Election Number." Shares of Company Common Stock as to which a valid Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as "Stock Election Shares." The aggregate number of immediately shares of Company Common Stock as to which a valid Stock Election is made is referred to herein as the "Stock Election Number." Shares of Company Common Stock as to which a Non-Election is deemed in effect are referred to as "Non-Election Shares." All shares of Company Common Stock of a holder whose properly completed Election Form is not received by the Exchange Agent prior to the Election Deadline to elect (an “Election”) to receive shares of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the business day immediately preceding the date of the Company Shareholders Meeting (the “Election Deadline”) shall be deemed not to have made an Election. (c) BEPC and Acquisition Sub shall make available one or more Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible Company Shares between the record date for the Company Shareholders Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent be Non-Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (e) Any Election shall have been properly made only if (i) Shares. If the Exchange Agent shall have received a determined that any purported election was not properly completed Election Form by the Election Deadline or (ii) such Election has been made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Sharesmade, such Election purported election shall be deemed automatically revoked in the event to be of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive no force and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed Election Form. None of Parent, BEPC, Acquisition Sub or the Exchange Agent shall be under any obligation to notify any person of any defect in a completed Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections effect and the revocation shares of Elections as Company Common Stock subject to such purported election shall for purposes hereof be necessary or desirable deemed to administer such Electionsbe Non-Election Shares.

Election Procedures. Each holder of record of shares of Company Common Stock (including Company Restricted Stock and shares of Company Common Stock issued upon exercise of Company Options pursuant to Section 3.10(a)) issued and outstanding immediately prior to the Effective Time (a “Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election on or prior to the Election Deadline in accordance with the following procedures: (a) An election Each Holder may specify in a request made in accordance with the provisions of this Section 3.3 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (b) Parent shall prepare a form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such form as BEPC and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable to the Company (the “Election FormForm of Election”) ), which shall be mailed by the Company to record holders of Company Common Stock so as to permit those holders to exercise their right to make an Election prior to the Election Deadline. (c) The Company shall mail or cause to be mailed the Form of Election to record holders of Common Stock as of the record date for the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and Stockholder Meeting not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”. less than twenty (b20) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately Business Days prior to the anticipated Election Deadline and shall use reasonable best efforts to elect (an “Election”) to receive shares of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the business day immediately preceding the date of the Company Shareholders Meeting (the “Election Deadline”) shall be deemed not to have made an Election. (c) BEPC and Acquisition Sub shall make available one or more as promptly as possible a Form of Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible Company Shares between shares of Common Stock during the period following the record date for the Company Shareholders Stockholder Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (ed) Any Election shall have been made properly made only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (ithe “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by Certificates representing the shares of Company Common Stock to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company or by an appropriate customary guarantee of delivery of such Certificates, as set forth in such Form of Election, from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent shall have received a properly completed Election Form by the Election Deadline or (ii) time required in such Election has been made at or prior to guarantee of delivery, and, in the Election Deadline pursuant to case of Book-Entry Shares, any additional documents specified in the procedures set forth in the Election FormForm of Election. After an Election is validly made with respect Failure to any Eligible deliver shares of Company Shares, no further registration Common Stock covered by such a guarantee of transfers of such Eligible Company Shares shall be made on delivery within the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures time set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, on such Election guarantee shall be deemed automatically revoked to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole and absolute discretion. As used herein, unless otherwise agreed in advance by the Company and Parent, “Election Deadline” means 5:00 p.m. local time (in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination city in which the principal office of the Exchange Agent is located) on the later of (i) the date immediately prior to the Company Stockholder Meeting and (ii) the date that Parent and the Company shall agree is five (5) Business Days prior to the expected Closing Date. The Company and Parent shall cooperate to issue a press release reasonably satisfactory to each of them announcing the anticipated date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline. If the Closing is delayed to a subsequent date, the Election Deadline shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed Election Form. None of Parent, BEPC, Acquisition Sub or the Exchange Agent shall be under any obligation to notify any person of any defect in a completed Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections similarly delayed and the revocation of Elections as Company and Parent shall be necessary or desirable cooperate to administer promptly publicly announce such Electionsrescheduled Election Deadline and Closing.

Election Procedures. Each holder of record of shares of RockTenn Common Stock issued and outstanding immediately prior to the Election Deadline (a “Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election on or prior to the Election Deadline in accordance with the following procedures. (a) An Each Holder may specify in a request made in accordance with the provisions of this Section 3.3 (an “Election”) (i) the number of shares of RockTenn Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election, (ii) the number of shares of RockTenn Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election and (iii) the particular shares for which the Holder desires to make either such election, and the order in which either such election form and other appropriate and customary transmittal materials (which shall specify that delivery is to apply to any such shares if the election is subject to proration under Section 3.4. Any Holder who wishes to make an Election shall be effectedrequired to waive all dissenters’ rights in connection with making such Election. (b) TopCo shall, and risk of loss and title to Eligible Certificates RockTenn shall passcause TopCo to, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such prepare a form as BEPC and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable to the Company MWV (the “Election FormForm of Election”) ), which shall be mailed by TopCo to record holders of Company RockTenn Common Stock so as to permit those Holders to exercise their right to make an Election prior to the Election Deadline. (c) TopCo shall, and RockTenn shall cause TopCo to, mail or cause to be mailed or delivered, as applicable, the Form of Election to record holders of RockTenn Common Stock as of the record date for the Company RockTenn Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and Meeting not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately less than 20 business days prior to the Election Deadline to elect (an “Election”) to receive shares of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the business day immediately preceding the date of the Company Shareholders Meeting (the “anticipated Election Deadline”) . TopCo shall, and RockTenn shall be deemed not to have made an Election. (c) BEPC and Acquisition Sub shall cause TopCo to, make available one or more Forms of Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible Company Shares between record of RockTenn Common Stock during the period following the record date for the Company RockTenn Shareholders Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (ed) Any Election shall have been made properly made only if (i) the Exchange Agent shall have received a properly completed Election Form received, by the Election Deadline Deadline, a Form of Election properly completed and signed and accompanied by RockTenn Certificates to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of RockTenn or by an appropriate customary guarantee of delivery of such RockTenn Certificates, as set forth in such Form of Election, from a firm that is an eligible guarantor institution (ii) as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Election has been made at or prior RockTenn Certificates are in fact delivered to the Election Deadline pursuant to Exchange Agent by the time required in such guarantee of delivery, and, in the case of RockTenn Book-Entry Shares, any additional documents specified in the procedures set forth in the Election FormForm of Election. After an Election is validly made with respect Failure to any Eligible Company Shares, no further registration deliver shares of transfers RockTenn Common Stock covered by such a guarantee of such Eligible Company Shares shall be made on delivery within the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures time set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, on such Election guarantee shall be deemed automatically revoked to invalidate any otherwise properly made Election, unless otherwise determined by RockTenn, in its sole and absolute discretion. As used herein, unless otherwise jointly agreed in advance by MWV and RockTenn, “Election Deadline” means 5:00 p.m. local time (in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination city in which the principal office of the Exchange Agent is located) on the later of (i) the date immediately prior to the RockTenn Shareholders Meeting and (ii) if on the date immediately prior to the RockTenn Shareholders Meeting, both conditions set forth in Sections 7.1(b) and 7.1(c) have not been satisfied, three business days prior to the Closing Date. RockTenn and MWV shall issue a press release reasonably satisfactory to each of them announcing the anticipated date of the Election Deadline not more than fifteen business days before, and at least five business days prior to, the anticipated date of the Election Deadline. If the Closing is delayed to a subsequent date, the Election Deadline shall be conclusive and binding as similarly delayed to whether or not an Election a subsequent date (which shall have been properly made or revoked pursuant be three business days prior to the Closing Date) and RockTenn and MWV shall cooperate to promptly publicly announce such rescheduled Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed Election Form. None of Parent, BEPC, Acquisition Sub or the Exchange Agent shall be under any obligation to notify any person of any defect in a completed Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such ElectionsDeadline.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible the Certificates theretofore representing shares of Hydrocarbon Common Stock shall pass, only upon proper delivery of such Eligible Certificates to the Redemption/Exchange Agent) in such form as BEPC Energy Partners and Acquisition Sub Hydrocarbon shall reasonably specify and as shall be reasonably acceptable to the Company mutually agree (the “"Election Form”") and pursuant to which each holder of record of shares of Hydrocarbon Common Stock as of the close of business on the Election Deadline may make an election pursuant to this Section 3.2, shall be mailed at the same time as the Joint Proxy Statement or at such other time as Hydrocarbon and Energy Partners may agree (the date on which such mailing is commenced or such other agreed date, the "Mailing Date") to holders each holder of Company record of Hydrocarbon Common Stock of record as of the close of business on the record date for notice of the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”Hydrocarbon Meeting (the "Election Form Record Date"). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Appraisal Shares, to specify (i) the number of record such holder's shares of Eligible Company Hydrocarbon Common Stock with respect to which such holder elects to have redeemed for the Per Share Cash Consideration in the Redemption ("Cash Election Shares"), (ii) the number of such holder's shares of Hydrocarbon Common Stock with respect to which such holder elects to have exchanged for the Per Share Unit Consideration in the Merger ("Unit Election Shares"), (iii) the number of such holder's shares of Hydrocarbon Common Stock with respect to which such holder elects to receive the Stated Consideration (the "Stated Consideration Shares"), a portion of which shares shall be Stated Consideration Cash Shares to be redeemed for the Per Share Cash Consideration in the Redemption, and a portion of which shares shall be Stated Consideration Unit Shares to be exchanged for the Per Share Unit Consideration in the Merger, both as provided for herein, and (iv) the number of immediately prior such holder's shares of Hydrocarbon Common Stock with respect to which such holder makes no election ("Non-Electing Shares"). For each holder electing to receive the Stated Consideration, (x) that number of such holder's Stated Consideration Shares equal to the Election Deadline quotient obtained by dividing (1) the product of the Per Share Stated Cash Consideration multiplied by the number of such holder's Stated Consideration Shares by (2) the Per Share Cash Consideration, rounded to elect the nearest whole share, shall be deemed "Stated Consideration Cash Shares" hereunder and (an “Election”y) that number of such holder's Stated Consideration Shares equal to receive shares (1) the number of New York Company Class C such holder's Stated Consideration Shares minus (2) the number of such holder's Stated Consideration Cash Shares shall be deemed "Stated Consideration Unit Shares" hereunder. Any Hydrocarbon Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares with respect to which the Redemption/Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York City time, on the business 33rd day immediately preceding following the Mailing Date (or such other time and date of the Company Shareholders Meeting as Hydrocarbon and Energy Partners shall agree) (the “"Election Deadline”") (other than any shares of Hydrocarbon Common Stock that constitute Appraisal Shares as of such time) shall also be deemed to be Non-Electing Shares. In addition, any shares of Hydrocarbon Common Stock treated as outstanding upon the exercise of Hydrocarbon Stock Options pursuant to Section 3.7(a) shall be deemed not to have made an Electionbe Non-Electing Shares. (c) BEPC Hydrocarbon and Acquisition Sub Energy Partners shall make available mail one or more Election Forms as may reasonably be requested from time to time by all persons Persons who become holders (or beneficial owners) of Eligible Company Shares Hydrocarbon Common Stock between the record date for the Company Shareholders Meeting Election Form Record Date and the close of business on the business day Business Day prior to the Election Deadline, and the Company . Hydrocarbon shall provide to the Redemption/Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any such election shall have been properly made only if the Redemption/Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by (i) one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all certificated shares of Hydrocarbon Common Stock covered by such Election Form or (ii) in the case of shares in book-entry form, any additional documents specified by the procedures set forth in the Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form prior to the Election Deadline with respect to Deadline. In the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If event an Election Form is revoked prior to the Election Deadline, the holder shares of Eligible Company Shares Hydrocarbon Common Stock represented by such Election Form shall become Non-Electing Shares and Energy Partners shall cause the Certificates, if any, representing Hydrocarbon Common Stock to be deemed promptly returned without charge to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in Person submitting the Election Form prior upon written request to that effect from the Election Deadline. (e) Any Election shall have been properly made only if (i) the Exchange Agent shall have received a properly completed Election Form by the Election Deadline or (ii) such Election has been made at or prior to the Election Deadline pursuant to the procedures set forth in holder who submitted the Election Form. After an Election , except to the extent (if any) a subsequent election is validly properly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books or all of the Company unless applicable shares of Hydrocarbon Common Stock. Subject to the terms of this Agreement and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Redemption/Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and as to whether to disregard immaterial defects in a completed the Election FormForms, and any good faith decisions of the Redemption/Exchange Agent regarding such matters shall be binding and conclusive. None of ParentEnergy Partners, BEPC, Acquisition Sub MergerCo or the Redemption/Exchange Agent shall be under any obligation to notify any person Person of any defect in a completed an Election Form. Notwithstanding anything . (e) Within ten Business Days after the Election Deadline, unless the Effective Time has not yet occurred, in this Section 4.02 to which case as soon after the contraryEffective Time as practicable (and in no event more than ten Business Days after the Effective Time), Hydrocarbon and Energy Partners shall cause the Redemption/Exchange Agent may, to effect the allocation among the holders of shares of Hydrocarbon Common Stock of rights to receive cash in the Redemption or Common Units in the Merger in accordance with the written agreement Election Forms (subject to compliance with the provisions of BEPC and Acquisition Sub, make any rules or procedures this Agreement) as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.follows:

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such form as BEPC a bank or trust company designated by Buyer and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable satisfactory to the Company (the “Exchange Agent”)) in such form as the Company and Buyer shall mutually agree (the “Election Form”) ), shall be mailed no more than forty (40) and no less than twenty (20) Business Days prior to holders the anticipated Election Deadline (the “Mailing Date”) to each holder of record of Company Common Stock. Each Election Form shall permit the holder of record of Company Common Stock (or in the case of nominee record as holders, the beneficial owner through proper instructions and documentation) to (i) elect to receive the Cash Consideration for all or a portion of such holder’s shares (a “Cash Election”), (ii) elect to receive the Stock Consideration for all or a portion of such holder’s shares (a “Stock Election”), or (iii) make no election with respect to the receipt of the record date for Cash Consideration or the Company Shareholders Meeting. As used hereinStock Consideration (a “Non-Election”); provided that, notwithstanding any other provision of this Agreement, sixty percent (60%) of the total number of shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder immediately prior to the Effective Time (the “Stock Conversion Number”), shall be converted into the Stock Consideration and forty percent (40%) of such shares of Company Common Stock shall be converted into the Cash Consideration. A record holder acting in different capacities or acting on behalf of other Persons (as defined in Section 9.2) in any way will be entitled to submit an Election Form for each capacity in which such record holder so acts with respect to each Person for which it so acts. Shares of Company Common Stock as to which a Cash Election has been made are referred to herein as “Eligible Cash Election Shares.” Shares of Company Common Stock as to which a Stock Election has been made are referred to herein as “Stock Election Shares.” Shares of Company Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Company Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.”. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately prior to the Election Deadline to elect (an “Election”) to receive shares of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares with respect to which the Exchange Agent has not received an To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City time, on a date no later than the business day immediately preceding 5th Business Day prior to the Closing Date to be mutually agreed upon by the parties (which date of the Company Shareholders Meeting shall be publicly announced by Buyer as soon as practicable prior to such date) (the “Election Deadline”) shall be deemed not ), accompanied by the Certificates as to have which such Election Form is being made or by an Election. (c) BEPC and Acquisition Sub shall make available one or more Election Forms appropriate guarantee of delivery of such Certificates, as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible Company Shares between the record date for the Company Shareholders Meeting and the close of business on the business day prior to set forth in the Election DeadlineForm, and from a member of any registered national securities exchange or a commercial bank or trust company in the Company shall provide United States (provided that such Certificates are in fact delivered to the Exchange Agent all information by the time required in such guarantee of delivery; failure to deliver shares of Company Common Stock covered by such guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made election, unless otherwise determined by Buyer, in its sole discretion). For shares of Company Common Stock held in book entry form, Buyer shall establish procedures for delivery of such shares, which procedures shall be reasonably necessary for it acceptable to perform as specified herein. the Company. If a holder of Company Common Stock either (di) Any does not submit a properly completed Election Form may be revoked in a timely fashion or (ii) revokes the holder’s Election Form prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless (without later submitting a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the properly completed Election Form prior to the Election Deadline. (e) Any ), the shares of Company Common Stock held by such holder shall be designated Non-Election Shares. In addition, all Election Forms shall have automatically be revoked, and all Certificates returned, if the Exchange Agent is notified in writing by Buyer and the Company that this Agreement has been properly made only if (i) terminated. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have received a properly completed Election Form by the Election Deadline reasonable discretion to determine whether any election, revocation or (ii) such Election change has been properly or timely made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed any Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, BEPC, Acquisition Sub or Neither Buyer nor the Exchange Agent shall be under any obligation to notify any person Person of any defect in a completed an Election Form. Notwithstanding anything . (c) The allocation among the holders of shares of Company Common Stock of rights to receive the Cash Consideration and the Stock Consideration will be made as follows: (i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and, subject to Section 2.3 hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in this Section 4.02 respect of that number of Stock Election Shares held by such holder equal to the contraryproduct obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the Exchange Agent maynumerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the written agreement remaining number of BEPC and Acquisition Subsuch holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; (ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), make any rules or procedures as are consistent with this Section 4.02 for then all Stock Election Shares shall be converted into the implementation of Elections right to receive the Stock Consideration and the revocation of Elections as Non-Election Shares and the Cash Election Shares shall be necessary treated in the following manner: (A) if the Shortfall Number is less than or desirable equal to administer the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.3 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such Electionsholder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 2.3 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.

Election Procedures. Each holder of record of shares of Company Common Stock to be converted into the right to receive the Merger Consideration in accordance with, and subject to, this Article III (a “Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election in accordance with the following procedures: (a) An Each Holder may specify in a request made in accordance with the provisions of this Section 3.3 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. Holders of record of Company Common Stock who hold such Company Common Stock as nominees, trustees or in other representative capacities may submit a separate Form of Election on or before the Election Deadline with respect to each beneficial owner for whom such nominee, trustee or representative holds such Company Common Stock. Any Holder who makes an Election shall be required to waive all appraisal rights in connection with making such Election. (b) Prior to the mailing of the Proxy Statement/Prospectus pursuant to Section 6.16(a), the Company and Parent shall, at Parent’s expense, jointly engage a nationally-recognized financial institution reasonably satisfactory to Parent to act as paying agent (the “Paying Agent”) for the purpose of receiving elections and exchanging, in accordance with this Article III, Company Common Stock for the Merger Consideration. (c) Parent shall prepare a form of election form and other reasonably acceptable to the Company, including appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such form as BEPC prepared by Parent and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable to the Company (the “Election FormForm of Election”), so as to permit Holders to exercise their right to make an Election, and (i) shall be mailed direct the Paying Agent to mail the Form of Election with the Proxy Statement/Prospectus to the record holders of Company Common Stock of record as of the record date for the Company Shareholders Stockholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder (ii) following such mailing date, shall be referred use reasonable best efforts to as “Eligible Company Shares”. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately prior to the Election Deadline to elect (an “Election”) to receive shares of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the business day immediately preceding the date of the Company Shareholders Meeting (the “Election Deadline”) shall be deemed not to have made an Election. (c) BEPC and Acquisition Sub shall make available one or more as promptly as practicable a Form of Election Forms as may reasonably be requested from time to time by all persons any stockholder who become holders (or beneficial owners) requests such Form of Eligible Company Shares between the record date for the Company Shareholders Meeting and the close of business on the business day Election prior to the Election Deadline, which Form of Election shall be used by each record holder of shares of Company Common Stock who wishes to make an Election. The time period between such mailing date and the Company shall provide Election Deadline is referred to herein as the Exchange Agent all information reasonably necessary for it to perform as specified herein“Election Period”. (d) Any Election shall have been made properly only if the Paying Agent shall have received, during the Election Period, a Form may be revoked prior of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by a certificate or certificates representing outstanding shares of Company Common Stock (the “Certificates”) (or, in lieu of such Certificates, affidavits and agreements of indemnification regarding the loss of such Certificates) to which such Form of Election relates, by an appropriate customary guarantee of delivery of such Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States (provided that such Certificates are in fact delivered to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted Paying Agent by the holder time required in such guarantee of such Eligible delivery) or by, in the case of holders of uncertificated shares of Company Shares Common Stock (the “Uncertificated Shares”), any additional documents specified in accordance with the procedures set forth in the Form of Election. As used herein, unless otherwise agreed in advance by the Parties, “Election Form Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Paying Agent is located) on the date which the Parties shall agree is as near as practicable to six Business Days preceding the Closing Date. The Company and Parent shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than 15 Business Days before, and at least five Business Days prior to to, the Election Deadline. (e) Any Election shall have been properly made only if (i) the Exchange Agent shall have received a properly completed Election Form by the Election Deadline or (ii) such Election has been made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed Election Form. None of Parent, BEPC, Acquisition Sub or the Exchange Agent shall be under any obligation to notify any person of any defect in a completed Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.

Election Procedures. (ai) An election form and other appropriate and customary transmittal materials (which shall specify that delivery All elections in accordance with this Section 2.7 shall be effectedmade on a form designed for that purpose and mutually acceptable to the Company and Parent (a “Form of Election”) which will be filed as an exhibit to the Form S-4 and mailed to the holders of record of shares of Company Common Stock as of the record date for the Company Shareholders’ Meeting or on such other date as Parent and the Company mutually agree (the “Form of Election Date”). The Form of Election shall be used by each record holder of shares of Company Common Stock (or, in the case of nominee record holders, the beneficial owner through proper instructions and risk documentation) who wishes to make a Cash Election or a Stock Election or a combination of loss both for any and title all shares of Company Common Stock held by such holder. The Company shall make available one or more Forms of Election as may be reasonably requested by any Person who becomes a holder (or beneficial owner) of shares of Company Common Stock between the Form of Election Date and the close of business on the Business Day prior to Eligible the Election Date. (ii) For elections to be effective, (A) with respect to shares of Company Common Stock represented by Certificates, a Form of Election and a Letter of Transmittal must be properly completed, signed and actually received by the Exchange Agent and accompanied by the Certificates representing all the shares of Company Common Stock as to which such a Form of Election is being made, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or an affidavit of lost certificate in accordance with Section 2.10), or (B) with respect to shares of Company Common Stock that are held in book-entry form, Parent shall pass, only upon proper establish procedures for the delivery of such Eligible Certificates to the Exchange Agent) in such form as BEPC and Acquisition Sub shall reasonably specify and as shares, which procedures shall be reasonably acceptable to the Company (any election that satisfies either (A) or (B), an “Election”). (iii) An Election must be received by the Exchange Agent not later than 5:00 p.m. California time on (A) the date of the Company Shareholders’ Meeting or, (B) if the Closing Date is more than four (4) Business Days following the Company Shareholders’ Meeting, the Business Day immediately preceding the Closing Date (either of (A) or (B), the “Election FormDate”) shall in order to be mailed to holders of Company Common Stock of record as of the record date for the Company Shareholders Meetingeffective. As used herein, Any shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”. (b) Each Election Form shall permit for which the record holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares has not, as of immediately prior to the Election Deadline to elect (an “Election”) to receive shares of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York California time, on the business day immediately preceding the date Election Date, properly submitted a properly completed Form of the Company Shareholders Meeting (the “Election Deadline”) shall be deemed not to have made an Election. (c) BEPC and Acquisition Sub shall make available one or more Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible Company Shares between the record date for the Company Shareholders Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall will be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (e) Any Election shall have been properly made only if (i) the Exchange Agent shall have received a properly completed Election Form by the Election Deadline or (ii) such Election has been made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Formbe Non-Electing Shares. After an a Cash Election or Stock Election is validly made with respect to any Eligible shares of Company SharesCommon Stock, no further registration of transfers of such Eligible Company Shares shares shall be made on the stock transfer books of the Company Company, unless and until such Cash Election or Stock Election is properly revoked in accordance with the procedures set forth in the Election Formrevoked. In the event any Election is made by a beneficial owner addition, all Forms of Eligible Company Shares, such Election shall automatically be deemed automatically revoked if the Exchange Agent is notified in writing by Parent and the event of any transfer of such beneficial ownershipCompany that the Merger has been abandoned. (fiv) The reasonable good faith Parent and the Company shall publicly announce the anticipated Election Date at least five (5) Business Days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Date shall be subsequently delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Date. (v) Subject to the provisions of the agreement entered into with the Exchange Agent, the Exchange Agent shall have the discretion to determine whether Forms of Election have been properly completed, signed, and timely submitted or to disregard defects in forms. Any such determination of Parent or the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Formbinding, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed Election Formabsent manifest error. None of Parent, BEPC, Acquisition Sub or Neither Parent nor the Exchange Agent shall be under any obligation to notify any person Person of any defect in a Form of Election submitted to the Exchange Agent. Any shares of Company Common Stock relating to which the record holder is deemed to have not submitted a valid Election on or prior to the Election Date shall be deemed to be Non-Electing Shares. (vi) Any Cash Election or Stock Election may be (A) changed by written notice received by the Exchange Agent prior to 5:00 p.m., California time, on the Election Date, accompanied by a properly completed and signed revised Form of Election Formor (B) revoked with respect to all or a portion of the shares of Company Common Stock subject thereto by the holder who submitted the applicable Form of Election by written notice received by the Exchange Agent prior to 5:00 p.m., California time, on the Election Date. Notwithstanding anything In addition, Cash Elections and Stock Elections shall automatically be revoked if this Agreement is terminated in accordance with Article VIII. If a Cash Election or Stock Election is revoked with respect to shares of Company Common Stock represented by a Certificate, such Certificate shall promptly be returned to the holder that submitted the same to the Exchange Agent. (vii) The Exchange Agent shall make all the computations contemplated by this Section 4.02 to 2.7(b), including the contrarydetermination of the number of Cash Electing Shares, Stock Electing Shares and Non-Electing Shares and, after consultation with Parent and the Company, all such computations will be conclusive and binding on the former holders of shares of the Company Common Stock absent manifest error. The Exchange Agent may, with the written agreement of BEPC Parent and Acquisition Subthe Company, make any such reasonable rules or procedures as are consistent with this Section 4.02 2.7 for the implementation of the Elections and the revocation of Elections provided for herein as shall be necessary or desirable to administer effect fully such Elections.

Election Procedures. Each holder of record of shares of Company Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election in accordance with the following procedures: (a) An election Each Holder may specify in a request made in accordance with the provisions of this Section 3.2 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (b) Acquiror shall prepare a form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such form as BEPC and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable to the Company (the “Election FormForm of Election”) which shall be mailed to record holders of Company Common Stock of record so as of the record date for the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately prior those holders to the Election Deadline exercise their right to elect (an “Election”) to receive shares of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the business day immediately preceding the date of the Company Shareholders Meeting (the “Election Deadline”) shall be deemed not to have made an Election. (c) BEPC and Acquisition Sub shall make available one or more Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible Company Shares between the record date for the Company Shareholders Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (ec) Acquiror shall cause the Form of Election to be sent to holders of record as promptly as reasonably practicable following the time of mailing of a proxy statement in definitive form relating to the meeting of the stockholders of the Company to be held to vote on the adoption of this Agreement (the “Proxy Statement/Prospectus”) to the holders of record of Company Common Stock for purposes of the Company Stockholders Meeting, or on such other date as the Acquiror and Company shall mutually agree, and thereafter from time to time as the Company may reasonably request until three days prior to the Election Deadline. (d) Any Election shall have been made properly made only if the Person authorized to receive Elections and to act as exchange agent under this Agreement, which Person shall be selected by Acquiror and reasonably acceptable to the Company (ithe “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company shareholders, shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by Certificates to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided that such Certificates are in fact delivered to the Exchange Agent shall have received a properly completed Election Form by the Election Deadline or (ii) time required in such Election has been guarantee of delivery. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made at or prior Election, unless otherwise determined by Acquiror, in its sole discretion. For shares of Company Common Stock held in book entry form, Acquiror shall establish procedures for delivery of such shares, which procedures shall be reasonably acceptable to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election FormCompany. In the event that a shareholder of the Company has provided a notice of intent to demand fair value (a “Notice of Dissenter’s Intent”) pursuant to Section 262 of the DGCL, any Election is made submitted by a beneficial owner such shareholder prior to submission of Eligible Company Shares, such Election Notice of Dissenter’s Intent shall be deemed automatically revoked in the event of withdrawn, and any transfer Election submitted by such shareholder after submission of such beneficial ownershipNotice of Dissenter’s Intent (unless such Notice of Dissenter’s Intent shall have theretofore been withdrawn) shall be deemed invalid. (fe) The reasonable good faith determination As used herein, unless otherwise agreed by the parties, “Election Deadline” means 5:00 p.m. New York City time on the later of (1) the date of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked meeting of the Company shareholders pursuant to Section 7.3 and (2) the date that Acquiror and the Company shall agree is as near as practicable to five (5) business days prior to the expected Closing Date. Acquiror shall issue a press release informing the Company’s shareholders of the Election Form, Deadline as to when Elections and revocations of Elections were received by promptly as practicable following the Exchange Agent and as to whether to disregard immaterial defects in a completed Election Form. None of Parent, BEPC, Acquisition Sub or the Exchange Agent shall be under any obligation to notify any person of any defect in a completed Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Electionsdetermination thereof.

Election Procedures. Each holder of record of shares of Company Common Stock and Company Restricted Stock Awards to be converted into the right to receive the Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Sections 2.8 and 2.10 (a “Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) An election Each Holder may specify in a request made in accordance with the provisions of this Section 2.11 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Parent shall prepare a form and other reasonably acceptable to the Company, including appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such form as BEPC prepared by Parent and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable to the Company (the “Election Form”) shall be mailed to holders Form of Company Common Stock of record as of the record date for the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately prior to the Election Deadline to elect (an “Election”) ), so as to receive shares of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares with respect permit Holders to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the business day immediately preceding the date of the Company Shareholders Meeting (the “Election Deadline”) shall be deemed not exercise their right to have made make an Election. (c) BEPC and Acquisition Sub Parent (i) shall initially make available one and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of a date as near as practicable to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or more holder of Company Restricted Stock Awards who requests such Form of Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible Company Shares between the record date for the Company Shareholders Meeting and the close of business on the business day prior to the Election Deadline, . The time period between such mailing date and the Company shall provide Election Deadline is referred to herein as the Exchange Agent all information reasonably necessary for it to perform as specified herein“Election Period”. (d) Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (e) Any Election shall have been made properly made only if (i) the Exchange Agent shall have received received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Certificates representing all certificated shares to which such Form of Election Form relates or by the Election Deadline or (ii) an appropriate customary guarantee of delivery of such Election has been made at or prior to the Election Deadline pursuant to the procedures Certificates, as set forth in the Election Form. After an Election is validly made with respect to such Form of Election, from a member of any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked Deadline” means 5:00 p.m. local time (in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination city in which the principal office of the Exchange Agent is located) on the date which the parties shall be conclusive and binding agree is as near as practicable to whether or not an Election two (2) Business Days preceding the Closing Date. The Parties shall have been properly made or revoked pursuant cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election FormDeadline not more than fifteen (15) Business Days before, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed Election Form. None of Parent, BEPC, Acquisition Sub or the Exchange Agent shall be under any obligation to notify any person of any defect in a completed Election Form. Notwithstanding anything in this Section 4.02 to the contraryat least five (5) Business Days prior to, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such ElectionsElection Deadline.

Election Procedures. Each holder of record of shares of MSLO Common Stock issued and outstanding immediately prior to the Election Deadline (a “MSLO Holder”) shall have the right, subject to the limitations set forth in this ARTICLE II, to submit an election on or prior to the Election Deadline in accordance with the following procedures. (a) An Each MSLO Holder may specify in a request made in accordance with the provisions of this Section 2.3 (an “Election”) (i) the number of shares of MSLO Common Stock owned by such MSLO Holder with respect to which such MSLO Holder desires to make a Stock Election, (ii) the number of shares of MSLO Common Stock owned by such MSLO Holder with respect to which such MSLO Holder desires to make a Cash Election and (iii) the particular shares for which the MSLO Holder desires to make either such election, and the order in which either such election form and other appropriate and customary transmittal materials (which shall specify that delivery is to apply to any such shares if the election is subject to proration under Section 2.4. Any MSLO Holder who wishes to make an Election shall be effected, and risk of loss and title required to Eligible Certificates waive all dissenters’ rights in connection with making such Election. (b) TopCo shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such prepare a form as BEPC and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable to the Company MSLO and Sequential (the “Election FormForm of Election”) ), which shall be mailed by TopCo to record holders of Company MSLO Common Stock so as to permit those MSLO Holders to exercise their right to make an Election prior to the Election Deadline. (c) TopCo shall mail or cause to be mailed or delivered, as applicable, the Form of Election to record holders of MSLO Common Stock as of the record date for the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and MSLO Stockholders Meeting not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately less than 20 Business Days prior to the Election Deadline to elect (an “Election”) to receive shares of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the business day immediately preceding the date of the Company Shareholders Meeting (the “anticipated Election Deadline”) shall be deemed not to have made an Election. (c) BEPC and Acquisition Sub . TopCo shall make available one or more Forms of Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible Company Shares between record of MSLO Common Stock during the period following the record date for the Company Shareholders MSLO Stockholders Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (ed) Any Election shall have been made properly made only if (i) the Exchange Agent shall have received a properly completed Election Form by the Election Deadline or (ii) such Election has been made at or received, prior to the Election Deadline pursuant Deadline, a Form of Election properly completed and signed and accompanied by MSLO Certificates (or affidavits of loss in lieu of the MSLO Certificates, subject to Section 2.2(j)) to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of MSLO or by an appropriate customary guarantee of delivery of such MSLO Certificates, as set forth in such Form of Election, from a firm that is an eligible guarantor institution (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such MSLO Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery, and, in the case of MSLO Book-Entry Shares, any additional documents specified in the procedures set forth in the Election FormForm of Election. After an Election is validly made with respect Failure to any Eligible Company Shares, no further registration deliver shares of transfers MSLO Common Stock covered by such a guarantee of such Eligible Company Shares shall be made on delivery within the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures time set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, on such Election guarantee shall be deemed automatically revoked to invalidate any otherwise properly made Election, unless otherwise determined by Sequential, in its sole and absolute discretion. As used herein, unless otherwise jointly agreed in advance by Sequential and MSLO, “Election Deadline” means 5:00 p.m. local time (in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination city in which the principal office of the Exchange Agent is located) on the later of (i) the date immediately prior to the MSLO Stockholders Meeting and (ii) if on the date immediately prior to the MSLO Stockholders Meeting, the condition set forth in Section 7.1(d) has not been satisfied, three Business Days prior to the Closing Date. MSLO and Sequential shall issue a joint press release reasonably satisfactory to each of them announcing the anticipated date of the Election Deadline not more than 15 Business Days before, and at least five Business Days prior to, the anticipated date of the Election Deadline. If the Closing is delayed to a subsequent date, the Election Deadline shall be conclusive and binding as similarly delayed to whether or not an Election a subsequent date (which shall have been properly made or revoked pursuant be three Business Days prior to the Closing Date) and MSLO and Sequential shall cooperate to promptly publicly announce such rescheduled Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed Election Form. None of Parent, BEPC, Acquisition Sub or the Exchange Agent shall be under any obligation to notify any person of any defect in a completed Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such ElectionsDeadline.

Election Procedures. (a) An At the time of mailing of the Proxy Statement/Prospectus to holders of record of Company Common Stock entitled to vote at the Company Shareholders Meeting (such date, the “Mailing Date”), an election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible the Certificates theretofore representing shares of Company Common Stock, or Book-Entry Shares, shall pass, only upon proper delivery of such Eligible Certificates or Book-Entry Shares, respectively, to the Exchange Agent, upon adherence to the procedures set forth in the letter of transmittal) in such form as BEPC Parent and Acquisition Sub the Company shall reasonably specify and as shall be reasonably acceptable to the Company agree (the “Election Form”) shall be mailed to holders each holder of record of shares of Company Common Stock of record as of the record date for the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”. (b) Each Election Form shall permit the holder (or the beneficial owner Beneficial Owner through appropriate and customary documentation and instructions) to specify (i) the number of record of Eligible Company Shares as of immediately prior to the Election Deadline to elect (an “Election”) to receive shares of New York such holder’s Company Class C Common Stock with respect to which such holder makes a Cash Election, (and, upon completion ii) the number of the Parent Exchange, Parent LP Units) for all shares of the Eligible Company Shares held by such holder’s Company Common Stock with respect to which such holder elects to make a Stock Election, or (iii) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to make a Mixed Election. The holders of any Eligible Any Company Shares Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the business day immediately preceding Business Day that is four (4) Business Days prior to the Closing Date (which date of shall be publicly announced by Parent as soon as reasonably practicable but in no event less than five (5) Business Days prior to the Closing Date) (or such other time and date as the Company Shareholders Meeting and Parent shall agree in writing) (the “Election Deadline”) shall be deemed not to have made an Election. (c) BEPC and Acquisition Sub shall make available one or more Election Forms as may reasonably be requested from time “Non-Electing Company Shares”. If the Effective Time is delayed to time by all persons who become holders (or beneficial owners) of Eligible Company Shares between the record date for the Company Shareholders Meeting and the close of business on the business day prior to the Election Deadlinea subsequent date, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any Election Form may be revoked prior to the Election Deadline with respect shall be similarly delayed to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadlinea subsequent date, and Parent shall promptly announce any such delay and, when determined, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the rescheduled Election Deadline. (e) Any Election shall have been properly made only if (i) the Exchange Agent shall have received a properly completed Election Form by the Election Deadline or (ii) such Election has been made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed Election Form. None of Parent, BEPC, Acquisition Sub or the Exchange Agent shall be under any obligation to notify any person of any defect in a completed Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.

Election Procedures. Each holder of record of shares of Company Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) An election Each Holder may specify in a request made in accordance with the provisions of this Section 2.12 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (b) Parent shall prepare a form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such form as BEPC and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable to the Company (the “Election FormForm of Election”) which shall be mailed to record holders of Company Common Stock of record so as of the record date for the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately prior those holders to the Election Deadline exercise their right to elect (an “Election”) to receive shares of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the business day immediately preceding the date of the Company Shareholders Meeting (the “Election Deadline”) shall be deemed not to have made an Election. (c) BEPC and Acquisition Sub shall make available one or more Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible Company Shares between the record date for the Company Shareholders Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (ec) Parent shall make the Form of Election initially available not less than twenty (20) Business Days prior to the anticipated Election Deadline and shall use commercially reasonable efforts to make available as promptly as possible a Form of Election to any shareholder of Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. (d) Any Election shall have been made properly made only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to Company (ithe “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company shareholders, shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by Certificates to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided that such Certificates are in fact delivered to the Exchange Agent shall have received a properly completed Election Form by the Election Deadline or (ii) time required in such Election has been made at or prior guarantee of delivery. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the Election Deadline pursuant to the procedures time set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of on such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election guarantee shall be deemed automatically revoked in the event of to invalidate any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been otherwise properly made or revoked pursuant to the Election FormElection, as to when Elections and revocations of Elections were received unless otherwise determined by the Exchange Agent and as to whether to disregard immaterial defects in a completed Election Form. None of Parent, BEPCin its sole discretion. As used herein, Acquisition Sub or the Exchange Agent shall be under any obligation to notify any person of any defect in a completed Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.unless

Election Procedures. Each holder of record of shares of Company Common Stock (including each share of Company Restricted Stock, each share of Company Common Stock under the Company 401(k) Plan and each share of Company Common Stock issued upon exercise of Company Options) issued and outstanding immediately prior to the Effective Time (a “Holder ”), shall have the right, subject to the limitations set forth in this Article III, to submit an election on or prior to the Election Deadline in accordance with the following procedures: (a) An election Each Holder may specify in a written request made in accordance with the provisions of this Section 3.3 (herein called an “Election ”) (i) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (b) Parent shall prepare a form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such form as BEPC and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable to the Company (the “Form of Election Form”) ), which shall be mailed or caused to be mailed by the Company to the Holders so as to permit them to exercise their right to make an Election prior to the Election Deadline in accordance with this Section 3.3. (c) At the time of mailing the Proxy Statement/Prospectus, the Company shall mail or cause to be mailed the Form of Election to holders of Company Common Stock entitled to vote at the Stockholder Meeting and shall thereafter use its reasonable best efforts to make available as promptly as possible a Form of record as Election to all Persons who become holders of shares of Company Common Stock during the period following the record date for the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately prior to the Election Deadline to elect (an “Election”) to receive shares of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the business day immediately preceding the date of the Company Shareholders Meeting (the “Election Deadline”) shall be deemed not to have made an Election. (c) BEPC and Acquisition Sub shall make available one or more Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible Company Shares between the record date for the Company Shareholders Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (ed) Any Election shall have been made properly made only if the Person authorized to receive Elections and to act as exchange agent under this Agreement, which Person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (ithe “Exchange Agent ”), pursuant to an agreement (the “Exchange Agent Agreement ”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by Certificates representing the shares of Company Common Stock to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company or by an appropriate customary guarantee of delivery of such Certificates, as set forth in such Form of Election, from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the 1934 Act); provided, that such Certificates are in fact delivered to the Exchange Agent shall have received a properly completed Election Form by the Election Deadline or (ii) time required in such Election has been made at or prior to guarantee of delivery, and, in the Election Deadline pursuant to case of Book-Entry Shares, any additional documents specified in the procedures set forth in the Election FormForm of Election. After an Election is validly made with respect Failure to any Eligible deliver shares of Company Shares, no further registration Common Stock covered by such a guarantee of transfers of such Eligible Company Shares shall be made on delivery within the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures time set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election guarantee shall be deemed automatically revoked to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole and absolute discretion. As used herein, unless otherwise agreed in advance by the Company and Parent, “Election Deadline ” means 5:00 p.m. local time (in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination city in which the principal office of the Exchange Agent is located) on the later of (i) the date immediately prior to the date of the Stockholder Meeting and (ii) the date that Parent and the Company shall agree is five (5) Business Days prior to the expected Closing Date. The Company and Parent shall cooperate to issue a press release reasonably satisfactory to each of them announcing the anticipated date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline. If the Closing is delayed to a subsequent date, the Election Deadline shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed Election Form. None of Parent, BEPC, Acquisition Sub or the Exchange Agent shall be under any obligation to notify any person of any defect in a completed Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections similarly delayed and the revocation of Elections as Company and Parent shall be necessary or desirable cooperate to administer promptly publicly announce such Electionsrescheduled Election Deadline and Closing.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates to a bank or trust company designated by Buyer and reasonably satisfactory to Company (the “Exchange Agent”)) in such form as BEPC Company and Acquisition Sub Buyer shall reasonably specify and as shall be reasonably acceptable to the Company mutually agree (the “Election Form”) ), shall be mailed no more than forty (40) and no less than twenty (20) Business Days prior to holders the anticipated Election Deadline (the “Mailing Date”) to each holder of record of Company Common Stock. Each Election Form shall permit the holder of record of Company Common Stock (or in the case of nominee record as holders, the beneficial owner through proper instructions and documentation) to (i) elect to receive the Cash Consideration for all or a portion of such holder’s shares (a “Cash Election”), (ii) elect to receive the Stock Consideration for all or a portion of such holder’s shares (a “Stock Election”), or (iii) make no election with respect to the receipt of the record date for Cash Consideration or the Company Shareholders Meeting. As used hereinStock Consideration (a “Non-Election”); provided that, subject to Section 2.04(d), sixty percent (60%) of the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, excluding any treasury stock and not held by any Parent Stockholder shares described in Section 2.01(b)(ii) (the “Stock Conversion Number”), shall be converted into the Stock Consideration and forty percent (40%) of such shares of Company Common Stock shall be converted into the Cash Consideration in accordance with the allocation procedures set forth in Section 2.04(c). A record holder acting in different capacities or acting on behalf of other Persons in any way will be entitled to submit an Election Form for each capacity in which such record holder so acts with respect to each Person for which it so acts. Shares of Company Common Stock as to which a Cash Election has been made are referred to herein as “Eligible Cash Election Shares.” Shares of Company Common Stock as to which a Stock Election has been made are referred to herein as “Stock Election Shares.” Shares of Company Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Company Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.”. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately prior to the Election Deadline to elect (an “Election”) to receive shares of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares with respect to which the Exchange Agent has not received an To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City time, on a date no later than the business day immediately preceding 5th Business Day prior to the Closing Date to be mutually agreed upon by the parties (which date of the Company Shareholders Meeting shall be publicly announced by Buyer as soon as practicable prior to such date) (the “Election Deadline”) shall be deemed not ), accompanied by the Certificates as to have which such Election Form is being made or by an Election. (c) BEPC and Acquisition Sub shall make available one or more Election Forms appropriate guarantee of delivery of such Certificates, as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible Company Shares between the record date for the Company Shareholders Meeting and the close of business on the business day prior to set forth in the Election DeadlineForm, and from a member of any registered national securities exchange or a commercial bank or trust company in the Company shall provide United States (provided that such Certificates are in fact delivered to the Exchange Agent all information by the time required in such guarantee of delivery; failure to deliver shares of Company Common Stock covered by such guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made election, unless otherwise determined by Buyer, in its sole discretion). For shares of Company Common Stock held in book entry form, Buyer shall establish procedures for delivery of such shares, which procedures shall be reasonably necessary for it acceptable to perform as specified herein. Company. If a holder of Company Common Stock either (di) Any does not submit a properly completed Election Form may be revoked in a timely fashion or (ii) revokes the holder’s Election Form prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless (without later submitting a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the properly completed Election Form prior to the Election Deadline. (e) Any ), the shares of Company Common Stock held by such holder shall be designated Non-Election Shares. In addition, all Election Forms shall have automatically be revoked, and all Certificates returned, if the Exchange Agent is notified in writing by Buyer and Company that this Agreement has been properly made only if (i) terminated. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have received a properly completed Election Form by the Election Deadline reasonable discretion to determine whether any election, revocation or (ii) such Election change has been properly or timely made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed any Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, BEPC, Acquisition Sub or Neither Buyer nor the Exchange Agent shall be under any obligation to notify any person Person of any defect in a completed an Election Form. Notwithstanding anything . (c) The allocation among the holders of shares of Company Common Stock of rights to receive the Cash Consideration and the Stock Consideration will be made as follows: (i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and, subject to Section 2.03 hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in this Section 4.02 respect of that number of Stock Election Shares held by such holder equal to the contraryproduct obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the Exchange Agent maynumerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the written agreement remaining number of BEPC and Acquisition Subsuch holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; (ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), make any rules or procedures as are consistent with this Section 4.02 for then all Stock Election Shares shall be converted into the implementation of Elections right to receive the Stock Consideration and the revocation of Elections as Non-Election Shares and the Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.03 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 2.03 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration. (d) It is intended that each of the Merger and the Bank Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” as that term is used in Sections 354 and 361 of the Code. From and after the date of this Agreement and until the Closing, each party hereto shall use its reasonable best efforts to cause the Merger and the Bank Merger each to qualify as a reorganization under Section 368(a) of the Code and shall refrain from taking any action that reasonably could be expected to cause the Merger and the Bank Merger each to fail to qualify as such a reorganization. If the tax opinions referred to in Section 6.01(e) cannot be rendered (as reasonably determined by ▇▇▇ ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, respectively) as a result of the Merger potentially failing to qualify as a reorganization under Section 368(a) of the Code, then Buyer may, in its sole discretion, increase the number of shares of Company Common Stock entitled to receive the Stock Consideration by the minimum amount necessary or desirable to administer enable such Electionstax opinions to be rendered.

Election Procedures. (a) An Parent shall designate an exchange agent to act as agent (the “Exchange Agent”) for purposes of conducting the election form procedure and other appropriate the exchange procedure described in Sections 3.03 and customary 3.04. Provided that the Company has delivered, or caused to be delivered, to the Exchange Agent all information which is necessary for the Exchange Agent to perform its obligations as specified herein, the Exchange Agent shall, no later than the twenty-fifth (25th) Business Day prior to the anticipated Effective Date, mail or make available to each holder of record of a Certificate or Certificates: (i) a notice and letter of transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible the Certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Eligible the Certificates to the Exchange Agent) advising such holder of the anticipated effectiveness of the Merger and the procedure for surrendering to the Exchange Agent such Certificate or Certificates in exchange for the consideration set forth in Section 3.01(d) hereof deliverable in respect thereof pursuant to this Agreement and (ii) an election form in such form as BEPC Parent and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable to the Company shall mutually agree (the “Election Form”) shall be mailed to holders of Company Common Stock of record as of the record date for the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”). (b) Each Election Form shall permit the holder (or in the case of nominee record holders, the beneficial owner through appropriate proper instructions and customary documentation documentation): (i) to elect to receive Parent Common Stock with respect to all of such holder’s Company Common Stock as hereinabove provided (the “Stock Election Shares”), (ii) to elect to receive cash with respect to all of such holder’s Company Common Stock as hereinabove provided (the “Cash Election Shares”), (iii) to elect to receive Parent Common Stock with respect to part of such holder’s Company Common Stock and instructionsto receive cash with respect to the remaining part of such holder’s Company Common Stock as hereinabove provided (a “Mixed Election”), or (iv) to indicate that such holder makes no such election with respect to such holder’s shares of Company Common Stock (the “No-Election Shares”). (c) With respect to each holder of Company Common Stock who makes a Mixed Election, the shares of Company Common Stock such holder elects to be converted into the right to receive Parent Common Stock shall be treated as Stock Election Shares and the shares such holder elects to be converted into the right to receive cash shall be treated as Cash Election Shares for purposes of the provisions contained in Sections 3.03(b), 3.03(g) and 3.03(h). Nominee record holders who hold Company Common Stock on behalf of Eligible Company multiple beneficial owners shall indicate how many of the shares held by them are Stock Election Shares, Cash Election Shares as of immediately and No-Election Shares. (d) If a shareholder either (i) does not submit a properly completed Election Form prior to the Election Deadline to elect or (ii) revokes an “Election”) to receive shares of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the business day immediately preceding the date of the Company Shareholders Meeting (the “Election Deadline”) shall be deemed not to have made an Election. (c) BEPC and Acquisition Sub shall make available one or more Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible Company Shares between the record date for the Company Shareholders Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an and does not resubmit a properly completed Election Form is revoked prior to the Election Deadline, the holder shares of Eligible Company Shares represented Common Stock held by such Election Form shareholder shall be deemed to have made no Election, unless a subsequent treated as No-Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election DeadlineShares. (e) Any Election shall have been properly made only if (i) the Exchange Agent shall have received a properly completed Election Form by the Election Deadline or (ii) such Election has been made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed Election Form. None of Parent, BEPC, Acquisition Sub or the Exchange Agent shall be under any obligation to notify any person of any defect in a completed Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.

Election Procedures. Each holder of record of shares of First Charter Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.1 (each, an “Election”) (i) the number of shares of First Charter Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of First Charter Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (b) Before the Effective Time, Fifth Third shall appoint a bank or trust company mutually agreeable to First Charter, or Fifth Third’s transfer agent, pursuant to an agreement (the “Exchange Agent Agreement”) to act as exchange agent ( the “Exchange Agent”) hereunder. An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible the Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) ), in such form as BEPC First Charter and Acquisition Sub Fifth Third shall reasonably specify and as shall be reasonably acceptable to the Company mutually agree (the “Election Form”) ), shall be mailed no more than 40 business days and no less than 26 business days before the anticipated Effective Time or on such earlier date as First Charter and Fifth Third shall mutually agree (the “Mailing Date”) to holders of Company Common Stock of record each Holder as of five business days before the record date for Mailing Date (the Company Shareholders Meeting“Election Form Record Date”). As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately prior such Holder, subject to the Election Deadline allocation and election procedures set forth in this Section 2.1, to (i) elect (an “Election”) to receive shares of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) Cash Consideration for all of the Eligible Company Shares shares of First Charter Common Stock held by such holderHolder in accordance with Section 1.4(c), (ii) elect to receive the Stock Consideration for all of such shares in accordance with Section 1.4(c), (iii) elect to receive the Stock Consideration for a part of such Holder’s First Charter Common Stock and the Cash Consideration for the remaining part of such Holder’s First Charter Common Stock or (iv) indicate that such Holder has no preference as to the receipt of cash or Fifth Third Common Stock for such shares (a “Non-Election”). The holders A Holder who holds such shares as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of any Eligible Company Shares First Charter Common Stock held by such Representative for a particular beneficial owner. Any shares of First Charter Common Stock with respect to which the Holder thereof has not, as of the Election Deadline, made an election by submission to the Exchange Agent has not received of an effective, properly completed Election Form shall be deemed Non-Election Shares. (c) To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York Charlotte, North Carolina time, on the business day immediately preceding indicated on the Election Form (or such other time and date of the Company Shareholders Meeting as Fifth Third and First Charter may mutually agree) (the “Election Deadline”) shall be deemed ); provided, however, that the Election Deadline may not to have made an Election. (c) BEPC and Acquisition Sub shall make available one occur before the 25th day following the Mailing Date or more Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible Company Shares between the record date for the Company Shareholders Meeting and the close of business on after the business day prior to Closing Date. Fifth Third shall use all reasonable efforts to make available as promptly as possible an Election Form to any Holder who requests such Election Form following the initial mailing of the Election Forms and before the Election Deadline, and the Company . First Charter shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (e) Any An Election shall have been properly made only if (i) the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of First Charter Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If a Holder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) such revokes its Election has been made at or prior to Form before the Election Deadline pursuant to the procedures set forth in (without later submitting a properly completed Election Form before the Election Form. After an Election is validly made with respect to any Eligible Company SharesDeadline), no further registration the shares of transfers of First Charter Common Stock held by such Eligible Company Shares Holder shall be made on the transfer books of the Company unless and until such designated as Non-Election is properly revoked in accordance with the procedures set forth in the Shares. Any Holder may revoke or change his or her Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of written notice to the Exchange Agent shall be conclusive and binding as to whether only if such notice of revocation or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were change is actually received by the Exchange Agent at or before the Election Deadline. Fifth Third shall cause the Certificate or Certificates relating to any revoked Election Form to be promptly returned without charge to the person submitting the Election Form to the Exchange Agent. Subject to the terms of this Agreement and as to whether to disregard immaterial defects in a completed of the Election Form. None of Parent, BEPC, Acquisition Sub or the Exchange Agent shall be under have discretion to determine when any obligation to notify Election, modification or revocation is received and whether any person of any defect in a completed Election Form. Notwithstanding anything in this Section 4.02 to the contrarysuch Election, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules modification or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Electionshas been properly made.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates the certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Eligible Certificates certificates to the Exchange AgentAgent (as defined below)) in such form as BEPC Parent and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable to the Company shall mutually agree (the “Election Form”) shall be mailed 35 days prior to holders the anticipated Effective Date or on such other date as the Company and Parent shall mutually agree (the “Mailing Date”) to each holder of record of Company Common Stock of record as of the record date for close of business on the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred fifth business day prior to as the Mailing Date (the “Eligible Company SharesElection Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to specify (i) the number of record shares of Eligible such holder’s Company Shares as of immediately prior Common Stock with respect to the Election Deadline to elect (an “Election”) which such holder elects to receive the Per Share Stock Consideration (“Stock Election Shares”), (ii) the number of shares of New York such holder’s Company Class C Common Stock with respect to which such holder elects to receive the Per Share Cash Consideration (“Cash Election Shares”), or (iii) that such holder makes no election with respect to such holder’s Company Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible “No Election Shares”). Any Company Shares held by such holder. The holders of any Eligible Company Shares Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the business 33rd day immediately preceding following the Mailing Date (or such other time and date of as Parent and the Company Shareholders Meeting may mutually agree) (the “Election Deadline”) shall also be deemed not to have made an Electionbe “No Election Shares.” (c) BEPC and Acquisition Sub Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible Company Shares Common Stock between the record date for the Company Shareholders Meeting Election Form Record Date and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the person submitting such Election Form at or prior to the Election Deadline with respect to Deadline. In the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If event an Election Form is revoked prior to the Election Deadline, the holder shares of Eligible Company Shares Common Stock represented by such Election Form shall become No Election Shares and Parent shall cause the certificates representing such Company Common Stock to be deemed promptly returned without charge to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in Person submitting the Election Form prior upon written request to that effect from the holder who submitted the Election Form. Subject to the terms of this Agreement and of the Election Deadline. (e) Any Election shall have been properly made only if (i) Form, the Exchange Agent shall have received a properly completed Election Form by the Election Deadline reasonable discretion to determine whether any election, revocation or (ii) such Election change has been properly or timely made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed the Election FormForms, and any good faith decisions of the Exchange Agent such matters shall be binding and conclusive. None of Parent, BEPC, Acquisition Sub or Neither Parent nor the Exchange Agent shall be under any obligation to notify any person of any defect in a completed an Election Form. Notwithstanding anything . (e) Within ten business days after the Election Deadline, unless the Effective Time has not yet occurred, in this Section 4.02 to the contrarywhich case as soon thereafter as practicable, Parent shall cause the Exchange Agent may, to effect the allocation among the holders of Company Common Stock of rights to receive Parent Common Stock or cash in the Merger in accordance with the written agreement of BEPC and Acquisition Sub, make any rules or procedures Election Forms as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.follows:

Election Procedures. Each holder of record of Company Common Stock issued and outstanding immediately prior to the Election Deadline (a “Company Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election on or prior to the Election Deadline in accordance with the following procedures: (a) An Each Company Holder may specify in a request made in accordance with the provisions of this Section 2.03 (an “Election”), (A) the number of shares of Company Common Stock with respect to which such Company Holder desires to make a Share Election, (B) the number of shares of Company Common Stock with respect to which such Company Holder desires to make a Mixed Election, and (C) the number of shares of Company Common Stock with respect to which such Company Holder desires to make a Cash Election, and the order in which either such election form and other appropriate and customary transmittal materials (which shall specify that delivery is to apply to any such shares if the election is subject to proration pursuant to Section 2.04. Any Company Holder who makes an Election shall be effected, and risk of loss and title required to Eligible Certificates waive all appraisal rights in connection with making such Election. (b) TopCo shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such prepare a form as BEPC and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable to the Company (the “Election FormForm of Election”) ), which shall be mailed by TopCo to record holders of Company Common Stock so as to permit those Company Holders to exercise their right to make an Election prior to the Election Deadline. (c) TopCo shall mail or cause to be mailed or delivered, as applicable, the Form of Election to record holders of Company Common Stock as of the record date for the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and Stockholders’ Meeting not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately less than 20 business days prior to the Election Deadline to elect (an “Election”) to receive shares of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the business day immediately preceding the date of the Company Shareholders Meeting (the “anticipated Election Deadline”) shall be deemed not to have made an Election. (c) BEPC and Acquisition Sub . TopCo shall make available one or more Forms of Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible record of Company Shares between Common Stock during the period following the record date for the Company Shareholders Stockholders’ Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (ed) Any Election shall have been made properly made only if (i) the Exchange Agent shall have received a properly completed Election Form by the Election Deadline or (ii) such Election has been made at or received, prior to the Election Deadline pursuant Deadline, a Form of Election properly completed and signed and accompanied by Certificates (or affidavits of loss in lieu of the Certificates) to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company or by an appropriate customary guarantee of delivery of such Certificates, as set forth in such Form of Election, from a firm that is an eligible guarantor institution (as defined in Rule 17Ad–15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)); provided that such Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery, and, in the case of shares of Company Common Stock in book-entry form, any additional documents specified in the procedures set forth in the Election FormForm of Election. After an Election is validly made with respect Failure to any Eligible deliver shares of Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed Election Form. None of Parent, BEPC, Acquisition Sub or the Exchange Agent shall be under any obligation to notify any person of any defect in a completed Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.Common Stock covered by

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such form as BEPC a bank or trust company designated by Buyer and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable satisfactory to the Company (the “Exchange Agent”)) in such form as the Company and Buyer shall mutually agree (the “Election Form”) ), shall be mailed no less than 20 Business Days prior to holders the anticipated Closing Date or such other date as the Company and Buyer shall mutually agree (the “Mailing Date”) to each holder of record of Company Common Stock as of five Business Days prior to the Mailing Date. Each Election Form shall permit the holder of record as of Company Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to (i) elect to receive the Cash Consideration for all or a portion of such holder’s shares (a “Cash Election”), (ii) elect to receive the Stock Consideration for all or a portion of such holder’s shares (a “Stock Election”), or (iii) make no election with respect to the receipt of the record date for Cash Consideration or the Company Shareholders Meeting. As used hereinStock Consideration (a “Non-Election”); provided, however, that, notwithstanding any other provision of this Agreement to the contrary, 60 percent (60%) of the shares of Company Common Stock issued and outstanding and immediately prior to Effective Date (which shall not held by any Parent Stockholder exceed 16,350,000) (the “Stock Conversion Number”) shall be converted into the Stock Consideration and the remaining shares of Company Common Stock shall be converted into the Cash Consideration. A record holder acting in different capacities or acting on behalf of other Persons in any way will be entitled to submit an Election Form for each capacity in which such record holder so acts with respect to each Person for which it so acts. Shares of Company Common Stock as to which a Cash Election has been made are referred to herein as “Eligible Cash Election Shares.” Shares of Company Common Stock as to which a Stock Election has been made are referred to herein as “Stock Election Shares.” Shares of Company Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Company Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.”. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately prior to the Election Deadline to elect (an “Election”) to receive shares of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares with respect to which the Exchange Agent has not received an To be effective, a properly completed Election Form shall be received by the Exchange Agent on or before 5:00 p.m., New York timeEastern Time, on the business 25th day immediately preceding following the Mailing Date (or such other time and date of as mutually agreed upon by the Company Shareholders Meeting parties (which date shall be publicly announced by Buyer as soon as practicable prior to such date)) (the “Election Deadline”), accompanied by the Certificate(s) shall be deemed not as to have which such Election Form is being made or by an Election. (c) BEPC and Acquisition Sub shall make available one or more Election Forms appropriate guarantee of delivery of such Certificate(s), as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible Company Shares between the record date for the Company Shareholders Meeting and the close of business on the business day prior to set forth in the Election DeadlineForm, and from a member of any registered national securities exchange or a commercial bank or trust company in the Company shall provide United States (provided, however, that such Certificate(s) are in fact delivered to the Exchange Agent all information reasonably necessary for it by the time required in such guarantee of delivery; failure to perform as specified herein. deliver shares of Company Common Stock covered by such guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made election, unless otherwise determined by Buyer, in its sole discretion). If a holder of Company Common Stock either (di) Any does not submit a properly completed Election Form may be revoked in a timely fashion or (ii) revokes the holder’s Election Form prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless (without later submitting a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the properly completed Election Form prior to the Election Deadline. (e) Any ), the shares of Company Common Stock held by such holder shall be designated Non-Election shall have been properly made only if (i) Shares. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have received a properly completed Election Form by the Election Deadline reasonable discretion to determine whether any election, revocation or (ii) such Election change has been properly or timely made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed any Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, BEPC, Acquisition Sub or Neither Buyer nor the Exchange Agent shall be under any obligation to notify any person Person of any defect in a completed an Election Form. Notwithstanding anything . (c) The allocation among the holders of shares of Company Common Stock of rights to receive the Cash Consideration and the Stock Consideration will be made as set forth in this Section 4.02 2.4(c). (i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and, subject to Section 2.3 hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the contraryproduct obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the Exchange Agent maynumerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the written agreement remaining number of BEPC and Acquisition Subsuch holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; (ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), make any rules or procedures as are consistent with this Section 4.02 for then all Stock Election Shares shall be converted into the implementation of Elections right to receive the Stock Consideration and the revocation of Elections as Non-Election Shares and the Cash Election Shares shall be necessary treated in the following manner: (A) if the Shortfall Number is less than or desirable equal to administer the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.3 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such Electionsholder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 2.3 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates to a bank or trust company designated by Buyer and reasonably satisfactory to Company (the “Exchange Agent”)) in such form as BEPC Company and Acquisition Sub Buyer shall reasonably specify and as shall be reasonably acceptable to the Company mutually agree (the “Election Form”) ), shall be mailed no more than forty (40) and no less than twenty (20) Business Days prior to holders the anticipated Election Deadline (the “Mailing Date”) to each holder of record of Company Common Stock. Each Election Form shall permit the holder of record of Company Common Stock (or in the case of nominee record as holders, the beneficial owner through proper instructions and documentation) to (i) elect to receive the Cash Consideration for all or a portion of such holder’s shares (a “Cash Election”), (ii) elect to receive the Stock Consideration for all or a portion of such holder’s shares (a “Stock Election”), or (iii) make no election with respect to the receipt of the record date for Cash Consideration or the Company Shareholders Meeting. As used hereinStock Consideration (a “Non-Election”); provided that, subject to Section 2.04(d), seventy percent (70%) of the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, excluding any treasury stock and not held by any Parent Stockholder shares described in Section 2.01(b)(ii) (the “Stock Conversion Number”), shall be converted into the Stock Consideration and thirty percent (30%) of such shares of Company Common Stock shall be converted into the Cash Consideration in accordance with the allocation procedures set forth in Section 2.04(c). A record holder acting in different capacities or acting on behalf of other Persons in any way will be entitled to submit an Election Form for each capacity in which such record holder so acts with respect to each Person for which it so acts. Shares of Company Common Stock as to which a Cash Election has been made are referred to herein as “Eligible Cash Election Shares.” Shares of Company Common Stock as to which a Stock Election has been made are referred to herein as “Stock Election Shares.” Shares of Company Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Company Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.”. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately prior to the Election Deadline to elect (an “Election”) to receive shares of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares with respect to which the Exchange Agent has not received an To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City time, on a date no later than the business day immediately preceding 5th Business Day prior to the Closing Date to be mutually agreed upon by the parties (which date of the Company Shareholders Meeting shall be publicly announced by Buyer as soon as practicable prior to such date) (the “Election Deadline”) shall be deemed not ), accompanied by the Certificates as to have which such Election Form is being made or by an Election. (c) BEPC and Acquisition Sub shall make available one or more Election Forms appropriate guarantee of delivery of such Certificates, as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible Company Shares between the record date for the Company Shareholders Meeting and the close of business on the business day prior to set forth in the Election DeadlineForm, and from a member of any registered national securities exchange or a commercial bank or trust company in the Company shall provide United States (provided that such Certificates are in fact delivered to the Exchange Agent all information by the time required in such guarantee of delivery; failure to deliver shares of Company Common Stock covered by such guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made election, unless otherwise determined by Buyer, in its sole discretion). For shares of Company Common Stock held in book entry form, Buyer shall establish procedures for delivery of such shares, which procedures shall be reasonably necessary for it acceptable to perform as specified herein. Company. If a holder of Company Common Stock either (di) Any does not submit a properly completed Election Form may be revoked in a timely fashion or (ii) revokes the holder’s Election Form prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless (without later submitting a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the properly completed Election Form prior to the Election Deadline. (e) Any ), the shares of Company Common Stock held by such holder shall be designated Non-Election Shares. In addition, all Election Forms shall have automatically be revoked, and all Certificates returned, if the Exchange Agent is notified in writing by Buyer and Company that this Agreement has been properly made only if (i) terminated. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have received a properly completed Election Form by the Election Deadline reasonable discretion to determine whether any election, revocation or (ii) such Election change has been properly or timely made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed any Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, BEPC, Acquisition Sub or Neither Buyer nor the Exchange Agent shall be under any obligation to notify any person Person of any defect in a completed an Election Form. Notwithstanding anything . (c) The allocation among the holders of shares of Company Common Stock of rights to receive the Cash Consideration and the Stock Consideration will be made as follows: (i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and, subject to Section 2.03 hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in this Section 4.02 respect of that number of Stock Election Shares held by such holder equal to the contraryproduct obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the Exchange Agent maynumerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the written agreement remaining number of BEPC and Acquisition Subsuch holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; (ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), make any rules or procedures as are consistent with this Section 4.02 for then all Stock Election Shares shall be converted into the implementation of Elections right to receive the Stock Consideration and the revocation of Elections as Non-Election Shares and the Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.03 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 2.03 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration. (d) It is intended that each of the Merger and the Bank Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” as that term is used in Sections 354 and 361 of the Code. From and after the date of this Agreement and until the Closing, each party hereto shall use its reasonable best efforts to cause the Merger to qualify as a reorganization under Section 368(a) of the Code. If the tax opinions referred to in Section 6.01(e) cannot be rendered (as reasonably determined by ▇▇▇▇▇▇, Hall & ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, respectively) as a result of the Merger potentially failing to qualify as a reorganization under Section 368(a) of the Code, then Buyer may, in its sole discretion, increase the number of shares of Company Common Stock entitled to receive the Stock Consideration by the minimum amount necessary or desirable to administer enable such Electionstax opinions to be rendered.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible the Certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such form as BEPC and Acquisition Sub Parent shall reasonably specify and as shall be reasonably acceptable to the Company (the “Election Form”) shall be mailed and pursuant to holders of Company Common Stock which each holder of record as of the record date for the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder as of the close of business on the Election Form Record Date may make an election pursuant to this Section 2.3, shall be referred mailed at the same time as the Proxy Statement or at such other time as the Company and Parent may agree (the date on which such mailing is commenced or such other agreed date, the “Mailing Date”) to each holder of record of Company Common Stock as of the close of business on the record date for notice of the Company Special Meeting (the “Eligible Company SharesElection Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Appraisal Shares, to specify (i) the number of record shares of Eligible such holder’s Company Shares as of immediately prior Common Stock with respect to the Election Deadline to elect (an “Election”) which such holder elects to receive the Per Share Stock Consideration (“Stock Election Shares”), (ii) the number of shares of New York such holder’s Company Class C Common Stock with respect to which such holder elects to receive the Per Share Cash Consideration (“Cash Election Shares”), or (iii) that such holder makes no election with respect to such holder’s Company Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible “No Election Shares”). Any Company Shares held by such holder. The holders of any Eligible Company Shares Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the business 33rd day immediately preceding following the Mailing Date (or such other time and date of as the Company Shareholders Meeting and Parent shall agree) (the “Election Deadline”) (other than any shares of Company Common Stock that constitute Appraisal Shares as of such time) shall also be deemed to be No Election Shares. If the Closing has not occurred within 10 days of the Election Deadline, then, unless the Closing is then scheduled to take place by the tenth day thereafter, the Election Deadline shall be deemed not changed, unless Parent and the Company agree that no such change shall be made, to have made an Electionsuch tenth day, or such other date as is agreed to by Parent and the Company, and the Company and Parent shall make a public announcement of such new Election Deadline, if any. (c) BEPC and Acquisition Sub Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all persons Persons who become holders (or beneficial owners) of Eligible Company Shares Common Stock between the record date for the Company Shareholders Meeting Election Form Record Date and the close of business on the business day Business Day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by (i) one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all certificated shares of Company Common Stock covered by such Election Form or (ii) in the case of shares in book-entry form, any additional documents specified by the procedures set forth in the Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form prior to the Election Deadline with respect to Deadline. In the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If event an Election Form is revoked prior to the Election Deadline, the holder shares of Eligible Company Shares Common Stock represented by such Election Form shall become No Election Shares and Parent shall cause the Certificates, if any, representing Company Common Stock to be deemed promptly returned without charge to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in Person submitting the Election Form prior upon written request to that effect from the holder who submitted the Election Form, except to the Election Deadline. extent (eif any) Any Election shall have been a subsequent election is properly made only if (i) with respect to any or all of the applicable shares of Company Common Stock. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have received a properly completed Election Form by the Election Deadline reasonable discretion to determine whether any election, revocation or (ii) such Election change has been properly or timely made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed the Election FormForms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, BEPC, Acquisition Merger Sub or the Exchange Agent shall be under any obligation to notify any person Person of any defect in a completed an Election Form. Notwithstanding anything . (e) Within ten Business Days after the Election Deadline, unless the Merger I Effective Time has not yet occurred, in this Section 4.02 to which case as soon after the contraryMerger I Effective Time as practicable (and in no event more than ten Business Days after the Merger I Effective Time), Parent shall cause the Exchange Agent may, to effect the allocation among the holders of Company Common Stock of rights to receive Parent Common Stock or cash in the Merger in accordance with the written agreement of BEPC and Acquisition Sub, make any rules or procedures Election Forms as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.follows:

Election Procedures. Each holder of record of shares of Yardville Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this Article 3, to submit an election in accordance with the following procedures: (a) An election form and other appropriate and customary transmittal materials Each Holder may specify in a request made in accordance with the provisions of this Section 3.2.1 (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such form as BEPC and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable to the Company (the herein called an “Election FormElection”) shall be mailed to holders (i) the number of Company shares of Yardville Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and (ii) the number of record as of the record date for the Company Shareholders Meeting. As used herein, shares of Company Yardville Common Stock issued and outstanding and not held owned by any Parent Stockholder shall be referred such Holder with respect to as “Eligible Company Shares”which such Holder desires to make a Cash Election. (b) Each Election Acquirer shall prepare a form reasonably acceptable to Yardville (the “Form of Election”) which shall permit the be mailed to each holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares Certificate(s) so as of immediately to permit such holders to exercise their right to make an Election prior to the Election Deadline to elect (an “Election”) to receive shares of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the business day immediately preceding the date of the Company Shareholders Meeting (the “Election Deadline”) shall be deemed not to have made an Election. (c) BEPC and Acquisition Sub Acquirer shall make the Form of Election initially available one or more not less than twenty (20) business days prior to the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of Yardville who requests such Form of Election following the initial mailing of the Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible Company Shares between the record date for the Company Shareholders Meeting Election and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any Election Form may be revoked shall have been made properly only if the person authorized to receive Elections and to act as Exchange Agent, pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to Yardville stockholders, shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by Certificates to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the holder United States; provided, that such Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of Eligible Company Shares represented delivery. Failure to deliver shares of Yardville Common Stock covered by such Election Form a guarantee of delivery within the time set forth on such guarantee shall be deemed to have invalidate any otherwise properly made no Election, unless a subsequent Election is submitted otherwise determined by Acquirer, in its sole discretion. As used herein, unless otherwise agreed in advance by the holder of such Eligible Company Shares in accordance with the procedures set forth parties, “Election Deadline” means 5:00 p.m. local time (in the Election Form city in which the principal office of the Exchange Agent is located) on the day prior to the Yardville Stockholders’ Meeting. Yardville and Acquirer shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) business days before, and at least five (5) business days prior to, the Election Deadline. (e) Any Yardville stockholder may, at any time prior to the Election shall have been properly made only if (i) Deadline, change or revoke his or her Election by written notice received by the Exchange Agent shall have received a properly completed Election Form by the Election Deadline or (ii) such Election has been made at or prior to the Election Deadline pursuant accompanied by a properly completed and signed revised Form of Election. Subject to the procedures set forth terms of the Exchange Agent Agreement, if Acquirer shall determine in the Election Form. After an its reasonable discretion that any Election is validly not properly made with respect to any Eligible Company Shares, no further registration shares of transfers Yardville Common Stock (neither Acquirer nor Yardville nor the Exchange Agent being under any duty to notify any stockholder of any such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Sharesdefect), such Election shall be deemed automatically revoked to be not in effect, and the event shares of any transfer of Yardville Common Stock covered by such beneficial ownershipElection shall, for purposes hereof, be deemed to be Non-Election Shares, unless a proper Election is thereafter timely made. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant Any Yardville stockholder may, at any time prior to the Election FormDeadline, as to when Elections and revocations of Elections were revoke his or her Election by written notice received by the Exchange Agent and as prior to whether the Election Deadline or by withdrawal prior to disregard immaterial defects in a completed the Election FormDeadline of his or her Certificates, or of the guarantee of delivery of such Certificates, previously deposited with the Exchange Agent. None of Parent, BEPC, Acquisition Sub or All Elections shall be automatically deemed revoked upon receipt by the Exchange Agent shall be under any obligation to notify any person of any defect written notification from Acquirer or Yardville that this Agreement has been terminated in a completed Election Form. Notwithstanding anything in this Section 4.02 accordance with Article 11. (g) Subject to the contrary, terms of the Exchange Agent mayAgreement, Acquirer, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the written agreement terms of BEPC this Agreement, governing (i) the validity of the Forms of Election and Acquisition Subcompliance by any Yardville stockholder with the Election procedures set forth herein, make any rules or procedures as (ii) the manner and extent to which Elections are consistent with this to be taken into account in making the determinations prescribed by Section 4.02 3.1.3, (iii) the issuance and delivery of certificates representing the whole number of shares of Acquirer Common Stock into which shares of Yardville Common Stock are converted in the Merger and (iv) the method of payment of cash for shares of Yardville Common Stock converted into the implementation right to receive the Cash Consideration and cash in lieu of Elections and the revocation fractional shares of Elections as shall be necessary or desirable to administer such ElectionsAcquirer Common Stock.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such form as BEPC Parent and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable to the Company shall mutually agree (the “Election Form”) shall be (i) filed by Parent as an exhibit to the Form S-4, and (ii) mailed by the Company, together with the Joint Proxy Statement/Prospectus, to holders of Company Common Stock each holder of record of Shares as of the record date for the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as Stockholders Meeting (the “Eligible Company SharesRecord Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record Shares to specify (A) the number of Eligible Company such holder’s Shares as with respect to which such holder elects to receive the Per Share Stock Consideration (“Stock Election Shares”), (B) the number of immediately prior such holder’s Shares with respect to which such holder elects to receive the Per Share Cash Consideration (“Cash Election Deadline to elect (an “ElectionShares”) or (C) that such holder makes no election with respect to receive shares of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder’s Shares (“No Election Shares”). The holders of any Eligible Company Any Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York City time, on the date that is five (5) business day immediately days preceding the date of the Company Shareholders Meeting Closing Date (the “Election Deadline”) shall be deemed not to have made an Electionbe No Election Shares. (c) BEPC and Acquisition Sub Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all persons who become holders any Person that becomes a holder (or beneficial ownersowner) of Eligible Company Shares during the period between the record date for the Company Shareholders Meeting Record Date and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information with respect to such holder reasonably necessary for it to perform as specified herein. (d) Any election contemplated in Section 4.2(b) shall be considered to have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such Certificates) representing all Shares covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form only by written notice received by the Exchange Agent prior to the Election Deadline with respect to Deadline. In the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If event an Election Form is revoked prior to the Election Deadline, unless a subsequent properly completed Election Form is submitted and actually received by the holder of Eligible Company Exchange Agent by the Election Deadline, the Shares represented by such revoked Election Form shall be deemed No Election Shares, and Parent shall cause the Certificates to have made no Election, unless a subsequent Election is submitted by be promptly returned without charge to the holder of such Eligible Company Shares in accordance with the procedures set forth in submitting the Election Form prior upon written request to that effect from such holder. Subject to the terms of this Agreement and of the Election Deadline. (e) Any Election shall have been properly made only if (i) Form, Parent and the Exchange Agent shall have received a properly completed Election Form by the Election Deadline reasonable discretion to determine whether any election, revocation or (ii) such Election change has been properly or timely made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed the Election FormForms, and any good faith decisions of the Exchange Agent or Parent regarding such matters shall be binding and conclusive. None of Parent, BEPC, Acquisition Sub or Neither Parent nor the Exchange Agent shall be under any obligation to notify any person Person of any defect in a completed an Election Form. . (e) Notwithstanding anything any other provision contained in this Agreement, the total number of Shares that will be converted into the right to receive the Per Share Cash Consideration pursuant to Section 4.02 4.1(a) (which, for this purpose, shall be deemed to include Shares that are owned by Dissenting Stockholders) shall equal (i) 12,725,035 Shares (which constitute 33% of the total number of Shares outstanding as of October 31, 2012), plus (ii) 33% of the number of Shares that are issued from and after October 31, 2012 and prior to the contraryEffective Time, pursuant to the exercise or vesting of Company Options or Company RSUs outstanding as of the date hereof (clauses (i) and (ii), together, the “Target Cash Conversion Number”). (f) As soon as practicable after the Effective Time (and in no event later than five (5) days after the Effective Time), Parent shall cause the Exchange Agent may, to effect the allocation among the holders of Shares of rights to receive Parent Common Stock or cash in the Merger in accordance with the written agreement of BEPC and Acquisition Sub, make any rules or procedures Election Forms as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.follows:

Election Procedures. Each holder of an Award (aeach, an “Award Holder”) An and each record holder of Company Common Shares on the Election Form Record Date shall have the right, subject to the limitations set forth in this Section 2.2 and Section 2.4, to submit an election (each, an “Election”) in accordance with the following procedures: (i) Parent shall direct the Exchange Agent to mail a form and other appropriate and customary transmittal materials (of election, which shall specify that delivery form shall be effected, and risk of loss and title to Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such a form as BEPC and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable to the Company (the “Election Form”) shall be mailed ), with the Company Proxy Statement to the record holders of Company Common Stock of record Shares as of the record date for the Company Shareholders Meeting. As Meeting (the “Election Form Record Date”) and each Award Holder, which Election Form shall be used herein, shares by each record holder of Company Common Stock issued Shares and outstanding and not held by any Parent Stockholder shall be referred each Award Holder who wishes to as “Eligible Company Shares”make an Election. (bii) Each holder of a Company Common Share and each Award Holder may specify in an Election Form shall permit submitted in accordance with the provisions of this Section 2.2(c) whether such holder elects to receive with respect to such holder’s Company Common Shares or Awards, (A) the Standard Election Consideration (such Election with respect to such Company Common Shares or Awards, the beneficial owner through appropriate and customary documentation and instructions“Standard Election”), (B) the Cash Election Consideration (such Election with respect to such Company Common Shares or Awards, the “Cash Election”), or (C) the Share Election Consideration (such Election with respect to such Company Common Shares or Awards, the “Share Election”). (iii) Any holder of record a Company Common Share or any Award Holder who does not properly make an Election in accordance with the provisions of Eligible Company Shares as of immediately this Section 2.2(c), or whose Election Form is not received by the Exchange Agent prior to the Election Deadline in the manner provided in Section 2.2(c)(iv), will be deemed to elect (an “Election”) to receive shares of New York Company Class C Common Stock (and, upon completion of have made the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares Standard Election with respect to which such Company Common Shares or Awards. For the Exchange Agent has not received an effectiveavoidance of doubt, properly completed Election Form on or before 5:00 p.m., New York time, on for the business day immediately preceding purpose of determining the date allocation of the Transaction Consideration among the holders of Company Shareholders Meeting Common Shares and Award Holders (the “Election Deadline”) shall be deemed not to have made an Election. (c) BEPC and Acquisition Sub shall make available one or more Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible Company Shares between the record date for the Company Shareholders Meeting and the close of business on the business day prior to the Election Deadlineapplicable), and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the any holder of Eligible Company Dissenting Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Standard Election is submitted by the holder of with respect to such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election DeadlineDissenting Shares. (eiv) Any such holder’s Election shall have been properly made only if (i) the Exchange Agent shall have received a properly completed Election Form at its designated office, by the Election Deadline or (ii) Deadline, an Election Form properly completed and signed and, to the extent such Election has been made at or prior Form relates to Company Common Shares, accompanied by Certificates (unless such Company Common Shares are Book-Entry Shares, in which case the Election Deadline pursuant to holders shall follow the procedures instructions set forth in the Election Form. After an ) of Company Common Shares to which such Election is validly made with respect to any Eligible Company Shares, no further registration of transfers Form relates (or customary affidavits and indemnification regarding the loss or destruction of such Eligible Company Shares shall be made on the transfer books Certificates or by an appropriate guarantee of the Company unless and until delivery of such Election is properly revoked in accordance with the procedures Certificates as set forth in the such Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, ; provided that such Election shall be deemed automatically revoked Certificates are in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of fact delivered to the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to within five (5) Business Days after the Election Form, as to when Elections and revocations date of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed Election Form. None execution of Parent, BEPC, Acquisition Sub or the Exchange Agent shall be under any obligation to notify any person such guarantee of any defect in a completed Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Electionsdelivery).

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such form as BEPC Parent and Acquisition Sub Company shall reasonably specify and as shall be reasonably acceptable to the Company mutually agree (the “Election Form”) shall be mailed thirty-five (35) days prior to holders the anticipated Closing Date or on such other date as Parent and Company shall mutually agree (the “Mailing Date”) to each holder of record of Company Common Stock of record as of the record date for close of business on the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred fifth business day prior to as the Mailing Date (the “Eligible Company SharesElection Form Record Date”). (b) Each Election Form shall permit the each holder of Company Common Stock (or the beneficial owner through appropriate and customary documentation and instructions) other than holders of record Dissenting Shares to specify (i) the number of Eligible shares of such holder’s Company Shares as Common Stock with respect to which such holder desires to make a Stock Election (“Stock Election Shares”), (ii) the number of immediately prior shares of such holder’s Company Common Stock with respect to the which such holder desires to make a Cash Election Deadline to elect (an “ElectionCash Election Shares”) to receive or (iii) the number of shares of New York such holder’s Company Class C Common Stock with respect to which such holder makes no election (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible “No Election Shares”). Any Company Shares held by such holder. The holders of any Eligible Company Shares Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York City time, on the business 30th day immediately preceding following the Mailing Date (or such other time and date of the as Parent and Company Shareholders Meeting may mutually agree) (the “Election Deadline”) shall also be deemed not to have made an Electionbe No Election Shares. (c) BEPC and Acquisition Sub Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all persons any person who become holders becomes a holder (or beneficial ownersowner) of Eligible Company Shares Common Stock between the record date for the Company Shareholders Meeting Election Form Record Date and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Old Certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all certificated shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the person submitting such Election Form only by written notice received by the Exchange Agent prior to the Election Deadline with respect to Deadline. In the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If event an Election Form is revoked prior to the Election Deadline, unless a subsequent properly completed Election Form is submitted and actually received by the holder Exchange Agent by the Election Deadline, the shares of Eligible Company Shares Common Stock represented by such Election Form shall become No Election Shares and Parent shall cause the Old Certificates to be deemed promptly returned without charge to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in person submitting the Election Form prior upon written request to that effect from the Election Deadline. (e) Any Election shall have been properly made only if (i) holder who submitted the Exchange Agent shall have received a properly completed Election Form by the Election Deadline or (ii) such Election has been made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed Election Form. None of Parent, BEPC, Acquisition Sub or the Exchange Agent shall be under any obligation to notify any person of any defect in a completed Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.Election

Election Procedures. Subject to the terms of the Letter Agreement, each holder of record of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, and (subject to Section 3.10(c)) each holder of Company RSUs or Company PSUs (any of the foregoing, a “Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election on or prior to the Election Deadline in accordance with the following procedures: (a) An election Each Holder may specify in a request made in accordance with the provisions of this Section 3.3 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (b) Parent shall prepare a form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such form as BEPC and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable to the Company (the “Election FormForm of Election”) ), which shall be mailed by the Company to record holders of Company Common Stock and delivered to holders of Company RSUs and Company PSUs so as to permit those holders to exercise their right to make an Election prior to the Election Deadline. (c) The Company shall mail or cause to be mailed or delivered, as applicable, the Form of Election to record holders of Common Stock and holders of Company RSUs and Company PSUs as of the record date for the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and Stockholder Meeting not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”. less than twenty (b20) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately Business Days prior to the anticipated Election Deadline to elect (an “Election”) to receive shares of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the business day immediately preceding the date of the Company Shareholders Meeting (the “Election DeadlineMailing Date”) shall be deemed not to have made an Election. (c) BEPC and Acquisition Sub ). Parent shall make available one or more Forms of Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) owners of Eligible Company Shares between Common Stock during the period following the record date for the Company Shareholders Stockholder Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (ed) Any Prior to the Mailing Date, Parent shall appoint an exchange agent, which shall be a bank or trust company reasonably acceptable to the Company (the “Exchange Agent”), for the purpose of receiving Elections and exchanging shares of Company Common Stock represented by Certificates for Merger Consideration, pursuant to an exchange agent agreement entered into prior to the Mailing Date (the “Exchange Agent Agreement”). Subject to the terms of the Letter Agreement, any Election shall have been made properly made only if (i) the Exchange Agent shall have received a properly completed Election Form received, by the Election Deadline Deadline, a Form of Election properly completed and signed and accompanied by Certificates representing the shares of Company Common Stock to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company or by an appropriate customary guarantee of delivery of such Certificates, as set forth in such Form of Election, from a firm that is an “eligible guarantor institution” (ii) as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Election has been made at or prior Certificates are in fact delivered to the Election Deadline pursuant to Exchange Agent by the time required in such guarantee of delivery, and, in the case of Book-Entry Shares, any additional documents specified in the procedures set forth in the Election FormForm of Election. After an Election is validly made with respect Failure to any Eligible deliver shares of Company Shares, no further registration Common Stock covered by such a guarantee of transfers of such Eligible Company Shares shall be made on delivery within the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures time set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, on such Election guarantee shall be deemed automatically revoked to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole and absolute discretion. As used herein, unless otherwise agreed in advance by the Company and Parent, “Election Deadline” means 5:00 p.m. local time (in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination city in which the principal office of the Exchange Agent is located) on the later of (i) the date immediately prior to the Company Stockholder Meeting and (ii) the date that Parent and the Company shall agree is two (2) Business Days prior to the expected Closing Date. The Company and Parent shall issue a press release reasonably satisfactory to each of them announcing the anticipated date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline. If the Closing is delayed to a subsequent date, the Election Deadline shall be conclusive and binding as similarly delayed to whether or not an Election a subsequent date (which shall have been properly made or revoked pursuant be the second (2nd) Business Day prior to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed Election Form. None of Parent, BEPC, Acquisition Sub or the Exchange Agent shall be under any obligation to notify any person of any defect in a completed Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections Closing Date) and the revocation of Elections as Company and Parent shall be necessary or desirable cooperate to administer promptly publicly announce such Electionsrescheduled Election Deadline and Closing.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such form as BEPC a bank or trust company designated by Buyer and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable satisfactory to the Company (the “Exchange Agent”)) in such form as the Company and Buyer shall mutually agree (the “Election Form”) ), shall be mailed no less than 20 Business Days prior to holders the anticipated Closing Date or such other date as the Company and Buyer shall mutually agree (the “Mailing Date”) to each holder of record of Company Common Stock and Company RSU (as defined in Section 2.8(b)) as of five Business Days prior to the Mailing Date. Each Election Form shall permit the holder of record as of Company Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to (i) elect to receive the Cash Consideration for all or a portion of such holder’s shares (a “Cash Election”), (ii) elect to receive the Stock Consideration for all or a portion of such holder’s shares (a “Stock Election”), or (iii) make no election with respect to the receipt of the record date for Cash Consideration or the Company Shareholders Meeting. As used hereinStock Consideration (a “Non-Election”); provided, however, that, notwithstanding any other provision of this Agreement to the contrary, but subject to Section 2.5, eighty percent (80%) of the shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder immediately prior to the Effective Time (the “Stock Conversion Number”), shall be converted into the Stock Consideration and the remaining shares of Company Common Stock shall be converted into the Cash Consideration (the “Cash Consideration Number”). A record holder acting in different capacities or acting on behalf of other Persons (as defined in Section 9.3) in any way will be entitled to submit an Election Form for each capacity in which such record holder so acts with respect to each Person for which it so acts. Shares of Company Common Stock as to which a Cash Election has been made are referred to herein as “Eligible Cash Election Shares.” Shares of Company Common Stock as to which a Stock Election has been made are referred to herein as “Stock Election Shares.” Shares of Company Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Company Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.”. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately prior to the Election Deadline to elect (an “Election”) to receive shares of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares with respect to which the Exchange Agent has not received an To be effective, a properly completed Election Form shall be received by the Exchange Agent on or before 5:00 p.m., New York timeEastern Time, on the business 25th day immediately preceding following the Mailing Date (or such other time and date of as mutually agreed upon by the Company Shareholders Meeting parties (which date shall be publicly announced by Buyer as soon as practicable prior to such date)) (the “Election Deadline”) shall be deemed not ), accompanied by the Certificates as to have which such Election Form is being made or by an Election. (c) BEPC and Acquisition Sub shall make available one or more Election Forms appropriate guarantee of delivery of such Certificates, as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible Company Shares between the record date for the Company Shareholders Meeting and the close of business on the business day prior to set forth in the Election DeadlineForm, and from a member of any registered national securities exchange or a commercial bank or trust company in the Company shall provide United States (provided, however, that such Certificates are in fact delivered to the Exchange Agent all information reasonably necessary for it by the time required in such guarantee of delivery; failure to perform as specified herein. deliver shares of Company Common Stock covered by such guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made election, unless otherwise determined by Buyer, in its sole discretion). If a holder of Company Common Stock either (di) Any does not submit a properly completed Election Form may be revoked in a timely fashion or (ii) revokes the holder’s Election Form prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless (without later submitting a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the properly completed Election Form prior to the Election Deadline. (e) Any ), the shares of Company Common Stock held by such holder shall be designated Non-Election shall have been properly made only if (i) Shares. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have received a properly completed Election Form by the Election Deadline reasonable discretion to determine whether any election, revocation or (ii) such Election change has been properly or timely made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed any Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, BEPC, Acquisition Sub or Neither Buyer nor the Exchange Agent shall be under any obligation to notify any person Person of any defect in a completed an Election Form. Notwithstanding anything . (c) The allocation among the holders of shares of Company Common Stock of rights to receive the Cash Consideration and the Stock Consideration will be made as set forth in this Section 4.02 to the contrary, 2.4(c) (with the Exchange Agent mayto determine, consistent with Section 2.4(a), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down). (i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and, subject to Section 2.3 hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the written agreement remaining number of BEPC and Acquisition Subsuch holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; (ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), make any rules or procedures as are consistent with this Section 4.02 for then all Stock Election Shares shall be converted into the implementation of Elections right to receive the Stock Consideration and the revocation of Elections as Non-Election Shares and the Cash Election Shares shall be necessary treated in the following manner: (A) if the Shortfall Number is less than or desirable equal to administer the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.3 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such Electionsholder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 2.3 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates to a bank or trust company designated by ICBC and reasonably satisfactory to the Company (the "Exchange Agent")) in such form as BEPC and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable to the Company and ICBC shall mutually agree (the “"Election Form”) "), shall be mailed 30 days prior to holders the anticipated Effective Time or on such earlier date as ICBC and the Company shall mutually agree (the "Mailing Date") to each holder of record of Company Common Stock of record as of five business days prior to the record date for the Company Shareholders MeetingMailing Date ("Election Form Record Date"). As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”. (b) Each Election Form shall permit the a holder (or the beneficial owner through appropriate and customary documentation and instructions) of record outstanding Company Common Stock to elect, subject to provisions of Eligible this Section 1.5, to receive, on a per share basis, with respect to such holder's Company Shares as of immediately prior to the Election Deadline to elect (an “Election”) to receive shares of New York Company Class C Common Stock (andi) cash (shares as to which such election is made, upon completion the "Cash Election Shares") or (ii) ICBC Common Stock (shares as to which such election is made, the "Stock Election Shares"). A holder of the Parent Exchange, Parent LP Units) for all Company Common Stock may elect to receive a combination of the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares ICBC Common Stock and cash with respect to which his shares of Company Common Stock. Notwithstanding the Exchange Agent has not received an foregoing, no holder of Company Common Stock may elect to receive ICBC Common Stock pursuant to the election procedures provided herein with respect to fewer than 100 shares of Company Common Stock. To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City time, on the business 20th day immediately preceding following the Mailing Date (or such other time and date of as ICBC and the Company Shareholders Meeting may mutually agree) (the “"Election Deadline”) shall be deemed "); provided, however, that the Election Deadline may not to have made an Election. occur on or after the Closing Date (c) BEPC and Acquisition Sub as defined in Section 10.1 hereof). ICBC shall make available one up to two separate Election Forms, or more such additional Election Forms as ICBC may reasonably be requested from time permit, to time by all persons who become holders (or beneficial owners) of Eligible Company Shares Common Stock between the record date for the Company Shareholders Meeting Election Form Record Date and the close of business on the business day prior to the Election Deadline, and the . The Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (e) Any Election An election shall have been properly made only if (i) the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If a stockholder either (i) does not submit a properly completed Election Form in a timely fashion, or (ii) such revokes its Election has been made at or Form prior to the Election Deadline pursuant Deadline, the shares of Company Common Stock held by such stockholder shall be designated "No Election Shares." Shares of Company Common Stock held by holders who acquired such shares subsequent to the procedures set forth Election Deadline will be designated "No Election Shares." ICBC shall cause the Certificates described in clause (ii) of the immediately preceding sentence to be promptly returned without charge to the person submitting the Election Form upon written request to that effect from the person who submitted the Election Form. After an Election is validly made with respect Subject to any Eligible Company Shares, no further registration the terms of transfers this Agreement and of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as have reasonable discretion to determine whether any election, revocation or not an Election shall have change has been properly or timely made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed any Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, BEPC, Acquisition Sub or Neither ICBC nor the Exchange Agent shall be under any obligation to notify any person of any defect in a completed an Election Form. Notwithstanding anything in this Section 4.02 (b) The "Cash Election Amount" shall be equal to the contraryPer Share Consideration multiplied by the total number of Cash Election Shares. Within seven business days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, ICBC shall cause the Exchange Agent may, to effect the allocation among the holders of Company Common Stock of rights to receive ICBC Common Stock or cash in the Merger in accordance with the written agreement Election Forms as follows: (i) If the Aggregate Cash Consideration is greater than the Cash Election Amount, then: (A) all Cash Election Shares shall be converted into the right to receive an amount of BEPC cash equal to the Per Share Consideration, (B) the Exchange Agent will select, on a pro rata basis, first from among the holders of No Election Shares and Acquisition Subthen, make if necessary, from among the holders of Stock Election Shares, a sufficient number of such shares ("Cash Designee Shares") such that the sum of Cash Designee Shares and Cash Election Shares multiplied by the Per Share Consideration equals as closely as practicable the Aggregate Cash Consideration (the Cash Designee Shares shall be converted into the right to receive an amount of cash equal to the Per Share Consideration), and (C) any rules or procedures Stock Election Shares and any No Election Shares, in each case, not so selected as are consistent with this Section 4.02 for Cash Designee Shares shall be converted into the implementation right to receive ICBC Common Stock at the Final Exchange Ratio. (ii) If the Aggregate Cash Consideration is less than the Cash Election Amount, then: (A) all Stock Election Shares and all No Election Shares shall be converted into the right to receive ICBC Common Stock at the Final Exchange Ratio, (B) the Exchange Agent will select, on a pro rata basis from among the holders of Elections Cash Election Shares, a sufficient number of such shares ("Stock Designee Shares") such that the number of Stock Designee Shares multiplied by the Per Share Consideration equals as closely as practicable the difference between the Cash Election Amount and the revocation of Elections as Aggregate Cash Consideration (the Stock Designee Shares shall be necessary or desirable converted into the right to administer such Electionsreceive ICBC Common Stock at the Final Exchange Ratio), and (C) any Cash Election Shares not so selected as Stock Designee Shares shall be converted into the right to receive an amount of cash equal to the Per Share Consideration. In the event that the Exchange Agent is required pursuant to Section 1.5(b)(i)(B) to designate from among all Stock Election Shares the Cash Designee Shares to receive cash, each holder of Stock Election Shares shall be allocated a pro rata portion of the remainder of the total Cash Designee Shares less the number of No Election Shares which are Cash Designee Shares. Such proration shall reflect the proportion that the number of Stock Election Shares of each holder of Stock Election Shares bears to the total number of Stock Election Shares. In the event the Exchange Agent is required pursuant to Section 1.5(b)(ii)(B) to designate from among all holders of Cash Election Shares the Stock Designee Shares to receive ICBC Common Stock, each holder of Cash Election Shares shall be allocated a pro rata portion of the total Stock Designee Shares. Such proration shall reflect the proportion that the number of Cash Election Shares of each holder of Cash Election Shares bears to the total number of Cash Election Shares.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible the Certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such form as BEPC and Acquisition Sub Parent shall reasonably specify and as shall be reasonably acceptable to the Company (the “"Election Form”") shall be mailed together with the Proxy Statement or at such other time as the Company and Parent may agree (the "Mailing Date") to holders each holder of record of Company Common Stock of record as of the close of business on the record date for notice of the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”Special Meeting (the "Election Form Record Date"). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (i) the number of record shares of Eligible such holder's Company Shares as of immediately prior Common Stock with respect to the Election Deadline to elect (an “Election”) which such holder elects to receive the Per Share Stock Consideration ("Stock Election Shares"), (ii) the number of shares of New York such holder's Company Class C Common Stock with respect to which such holder elects to receive the Per Share Cash Consideration ("Cash Election Shares"), or (iii) that such holder makes no election with respect to such holder's Company Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible "No Election Shares"). Any Company Shares held by such holder. The holders of any Eligible Company Shares Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York Houston time, on the business 33rd day immediately preceding following the Mailing Date (or such other time and date of as the Company Shareholders Meeting and Parent shall agree) (the “"Election Deadline”") (other than any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall also be deemed not to have made an Electionbe "No Election Shares." (c) BEPC and Acquisition Sub Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all persons Persons who become holders (or beneficial owners) of Eligible Company Shares Common Stock between the record date for the Company Shareholders Meeting Election Form Record Date and the close of business on the business day Business Day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form prior to the Election Deadline with respect to Deadline. In the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If event an Election Form is revoked prior to the Election Deadline, the holder shares of Eligible Company Shares Common Stock represented by such Election Form shall become No Election Shares and Parent shall cause the Certificates representing Company Common Stock to be deemed promptly returned without charge to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in Person submitting the Election Form prior upon written request to that effect from the holder who submitted the Election Form, except to the Election Deadline. extent (eif any) Any Election shall have been a subsequent election is properly made only if (i) with respect to any or all of the applicable shares of Company Common Stock. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have received a properly completed Election Form by the Election Deadline reasonable discretion to determine whether any election, revocation or (ii) such Election change has been properly or timely made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed the Election FormForms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, BEPC, Acquisition Sub Purchaser or the Exchange Agent shall be under any obligation to notify any person Person of any defect in a completed an Election Form. Notwithstanding anything . (e) Within ten Business Days after the Election Deadline, unless the Effective Time has not yet occurred, in this Section 4.02 to which case as soon after the contraryEffective Time as practicable (and in no event more than ten Business Days after the Effective Time), Parent shall cause the Exchange Agent may, to effect the allocation among the holders of Company Common Stock of rights to receive Parent Common Stock or cash in the Merger in accordance with the written agreement of BEPC and Acquisition Sub, make any rules or procedures Election Forms as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.follows:

Election Procedures. Subject to the terms of the Exchange Agent Agreement, each holder of record of shares of Target Common Stock issued and outstanding immediately prior to the Effective Time (a “Holder”) shall have the right, subject to the limitations set forth in this Article 3, to submit an election on or prior to the Election Deadline in accordance with the following procedures: (a) An election Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (i) the number of shares of Target Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Target Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form and other appropriate and customary transmittal materials reasonably acceptable to Target (the “Form of Election”) (which shall specify that delivery shall be effected, and risk of loss and title to Eligible the Certificates or Book-Entry Shares shall pass, only upon proper delivery of such Eligible the Certificates or Book-Entry Shares to the Exchange Agent) in such form as BEPC and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable to the Company (the “Election Form”) ), which shall be mailed by Target to record holders of Company Target Common Stock so as to permit those holders to exercise their right to make an Election prior to the Election Deadline. (c) Target shall mail or cause to be mailed or delivered, as applicable, the Form of Election to record holders of Common Stock as of the record date for the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and Target Stockholder Meeting not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately less than 20 Business Days prior to the anticipated Election Deadline to elect (an “Election”) to receive shares of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the business day immediately preceding the date of the Company Shareholders Meeting (the “Election DeadlineMailing Date”) shall be deemed not to have made an Election. (c) BEPC and Acquisition Sub ). Buyer shall make available one or more Forms of Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) owners of Eligible Company Shares between Target Common Stock during the period following the record date for the Company Shareholders Target Stockholder Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (ed) Any Prior to the Mailing Date, Buyer shall appoint an exchange agent reasonably acceptable to Target (the “Exchange Agent”), for the purpose of receiving Elections and exchanging shares of Target Common Stock represented by Certificates or Book-Entry Shares for Merger Consideration, pursuant to an exchange agent agreement entered into prior to the Mailing Date (the “Exchange Agent Agreement”). Subject to the terms of the Exchange Agent Agreement, any Election shall have been made properly made only if (i) the Exchange Agent shall have received a properly completed Election Form received, by the Election Deadline Deadline, a Form of Election properly completed and signed and accompanied by Certificates representing the shares of Target Common Stock to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Target or by an appropriate customary guarantee of delivery of such Certificates, as set forth in such Form of Election, from a firm that is an “eligible guarantor institution” (ii) as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Election has been made at or prior Certificates are in fact delivered to the Election Deadline pursuant to Exchange Agent by the time required in such guarantee of delivery, and, in the case of Book-Entry Shares, any additional documents specified in the procedures set forth in the Election FormForm of Election. After an Election is validly made with respect Failure to any Eligible Company Shares, no further registration deliver shares of transfers Target Common Stock covered by such a guarantee of such Eligible Company Shares shall be made on delivery within the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures time set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, on such Election guarantee shall be deemed automatically revoked to invalidate any otherwise properly made Election, unless otherwise determined by Buyer, in its sole and absolute discretion. As used herein, unless otherwise agreed in advance by the Target and Buyer, “Election Deadline” means 5:00 p.m. local time (in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination city in which the principal office of the Exchange Agent is located) on the date that is 30 days following the Closing Date. Target and Buyer shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to issue a press release announcing the anticipated date of the Election FormDeadline not more than 15 Business Days before, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed Election Form. None of Parent, BEPC, Acquisition Sub or the Exchange Agent shall be under any obligation to notify any person of any defect in a completed Election Form. Notwithstanding anything in this Section 4.02 to the contraryat least five Business Days prior to, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such ElectionsElection Deadline.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates to a bank or trust company designated by Buyer and reasonably satisfactory to the Company (the "Exchange Agent")) in such form as BEPC and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable to the Company and Buyer shall mutually agree (the “"Election Form”) "), shall be mailed no later than 15 calendar days prior to holders the anticipated Effective Time (the "Mailing Date") to each holder of record of Company Common Stock as of five business days prior to the Mailing Date (the "Election Form Record Date"). Each Election Form shall permit each holder of record of Company Common Stock as of the Election Form Record Date (or in the case of nominee record date holders, the beneficial owner through proper instructions and documentation) to (i) elect to receive the Cash Consideration for all of such holder's shares (a "Cash Election"), (ii) elect to receive the Company Shareholders Meeting. As used hereinStock Consideration for all of such holder's shares (a "Stock Election"), (iii) elect to receive the Cash Consideration with respect to one half of such holder's shares and the Stock Consideration with respect to one half of such holder's shares (a "Mixed Election") or (iv) make no election with respect to the receipt of the Cash Consideration or the Stock Consideration (a "Non-Election"), provided, that, notwithstanding any other provision of this Agreement, other than paragraph (e) of this Section 3.5, 50% of the total number of shares of Company Common Stock issued and outstanding and not held by at the Effective Time, including any Parent Stockholder Dissenting Shares but excluding any Treasury Stock (the "Stock Conversion Number"), shall be referred to as “Eligible converted into the Stock Consideration and the remaining outstanding shares of Company Shares”. (b) Each Election Form Common Stock shall permit be converted into the holder (or the beneficial owner through appropriate and customary documentation and instructions) Cash Consideration. Holders of record of Eligible Company Shares as of immediately prior to the Election Deadline to elect (an “Election”) to receive shares of New York Company Class C Common Stock (andwho hold such shares as nominees, upon completion trustees or in other representative capacities may submit multiple Election Forms, provided, that such nominee, trustee, or other representative certifies that each such Election Form covers all the shares of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares Common Stock held by such holdernominee, trustee, or other representative for a particular beneficial owner. Shares of Company Common Stock as to which a Cash Election (including, pursuant to a Mixed Election) has been made are referred to herein as "Cash Election Shares." Shares of Company Common Stock as to which a Stock Election has been made (including, pursuant to a Mixed Election) are referred to herein as "Stock Election Shares." Shares of Company Common Stock as to which no election has been made (or as to which an Election Form is not returned properly completed) are referred to herein as "Non-Election Shares." The holders aggregate number of any Eligible shares of Company Shares Common Stock with respect to which a Stock Election has been made is referred to herein as the Exchange Agent has not received an effective, properly completed "Stock Election Form on or before 5:00 p.m., New York time, on the business day immediately preceding the date of the Company Shareholders Meeting (the “Election Deadline”) shall be deemed not to have made an ElectionNumber. (c) BEPC and Acquisition Sub shall make available one or more Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible Company " Any Dissenting Shares between the record date for the Company Shareholders Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made be Cash Election Shares, and the holders thereof shall in no Election, unless a subsequent Election is submitted by the holder event receive consideration comprised of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (e) Any Election shall have been properly made only if (i) the Exchange Agent shall have received a properly completed Election Form by the Election Deadline or (ii) such Election has been made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made Buyer Common Stock with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownershipshares. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed Election Form. None of Parent, BEPC, Acquisition Sub or the Exchange Agent shall be under any obligation to notify any person of any defect in a completed Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.

Election Procedures. Each holder of record of shares of Class V Common Stock (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effectedeach, and risk of loss and title to an “Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such form as BEPC and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable to the Company (the “Election FormHolder”) shall be mailed have the right, subject to holders of Company Common Stock of record as of the record date for the Company Shareholders Meeting. As used hereinlimitations set forth in this ARTICLE II, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”. (b) Each Election Form shall permit the holder (submit an election on or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately prior to the Election Deadline to elect (an “Election”) to receive shares of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the business day immediately preceding the date of the Company Shareholders Meeting (the “Election Deadline”) shall be deemed not to have made an Election. (c) BEPC and Acquisition Sub shall make available one or more Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible Company Shares between the record date for the Company Shareholders Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in this Section 2.04. (a) Each Eligible Holder may specify in a request made in accordance with the provisions of this Section 2.04 (an “Election”) (i) the number of shares of Class V Common Stock owned by such Eligible Holder with respect to which such Eligible Holder desires to make a Share Election and (ii) the number of shares of Class V Common Stock owned by such Eligible Holder with respect to which such Eligible Holder desires to make a Cash Election. (b) The Company will use its reasonable efforts to cause a form designed for purposes of permitting Eligible Holders to make an Election (such form as may be determined in the reasonable discretion of the Company, the “Form prior of Election”) to be disseminated or made available as follows: (i) at the same time the Proxy Statement is disseminated to the stockholders of the Company, the Form of Election shall be disseminated to persons who, as of the record date for the Stockholders Meeting, are Eligible Holders; and (ii) with respect to all persons who become holders of record of shares of Class V Common Stock between the record date for the Stockholders Meeting and the Election Deadline, the Company shall use its reasonable efforts to make the Form of Election, as applicable, available to such Eligible Holders during such period. (ec) Any Election shall have been made properly made by an Eligible Holder only if (i) the Exchange Agent shall have received a properly completed Election Form received, by the Election Deadline Deadline, a Form of Election properly completed and signed and accompanied by (i) the Certificates, if any, to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company, and (ii) such Election has been made at or prior to in the Election Deadline pursuant to case of Book-Entry Shares, any additional documents specified in the procedures set forth in the Form of Election. (d) Any Eligible Holder may, at any time prior to the Election FormDeadline, change or revoke such Eligible Holder’s Election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Form of Election or by withdrawal prior to the Election Deadline of such Eligible Holder’s Certificates, or any documents in respect of Book-Entry Shares, previously deposited with the Exchange Agent. After an Election is validly made with respect to any Eligible Company Sharesshares of Class V Common Stock, no further registration of transfers any subsequent transfer of such Eligible Company Shares shares of Class V Common Stock shall automatically revoke such Election. Notwithstanding anything to the contrary in this Agreement, all Elections shall be made on automatically deemed revoked upon receipt by the transfer books Exchange Agent of written notification from the Company unless and until such Election is properly revoked that this Agreement has been terminated in accordance with ARTICLE VI without the procedures set forth in Closing having occurred. The Exchange Agent shall have reasonable discretion to determine if any Election is not properly made with respect to any shares of Class V Common Stock (none of the Election FormCompany, Merger Sub or the Exchange Agent being under any duty to notify any Company stockholder of any such defect). In the event any Election is made by the Exchange Agent makes such a beneficial owner of Eligible Company Sharesdetermination, such Election shall be deemed automatically revoked to be not in effect, and the event shares of any transfer of Class V Common Stock covered by such beneficial ownershipElection shall, for purposes hereof, be deemed to be Share Electing Shares, unless a proper Election is thereafter timely made with respect to such shares. (fe) The Company, in the exercise of its reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election discretion, shall have been properly made or revoked pursuant the right to the Election Formmake all determinations, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed Election Form. None of Parent, BEPC, Acquisition Sub or the Exchange Agent shall be under any obligation to notify any person of any defect in a completed Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, not inconsistent with the written agreement terms of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections Agreement and the revocation of DGCL governing the manner and extent to which Elections as shall are to be necessary or desirable to administer such Electionstaken into account in making the determinations prescribed by Section 2.01(b).

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible the Certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such form as BEPC and Acquisition Sub Parent shall reasonably specify and as shall be reasonably acceptable to the Company (the “Election Form”"ELECTION FORM") shall be mailed together with the Proxy Statement or at such other time as the Company and Parent may agree (the "MAILING DATE") to holders each holder of record of Company Common Stock of record as of the close of business on the record date for notice of the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”Meeting (the "ELECTION FORM RECORD DATE"). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (i) the number of record shares of Eligible such holder's Company Shares as of immediately prior Common Stock with respect to the Election Deadline to elect (an “Election”) which such holder elects to receive the Per Share Mixed Consideration, (ii) the number of shares of New York such holder's Company Class C Common Stock with respect to which such holder elects to receive the Per Share Stock Consideration, (iii) the number of shares of such holder's Company Common Stock with respect to which such holder elects to receive the Per Share Cash Consideration, or (iv) that such holder makes no election with respect to such holder's Company Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible "NO ELECTION SHARES"). Any Company Shares held by such holder. The holders of any Eligible Company Shares Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the business twentieth (20th) day immediately preceding following the Mailing Date (or such other time and date of as the Company Shareholders Meeting and Parent shall agree) (the “Election Deadline”"ELECTION DEADLINE") (other than any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall also be deemed not to have made an Electionbe No Election Shares. (c) BEPC and Acquisition Sub Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all persons Persons who become holders (or beneficial owners) of Eligible Company Shares Common Stock between the record date for the Company Shareholders Meeting Election Form Record Date and the close of business on the business day Business Day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and, if required by Parent or the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form, by written notice received by the Exchange Agent prior to the Election Deadline with respect to Deadline. In the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If event an Election Form is revoked prior to the Election Deadline, the holder shares of Eligible Company Shares Common Stock represented by such Election Form shall become No Election Shares and Parent shall cause the Certificates representing such shares of Company Common Stock to be deemed promptly returned without charge to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in Person submitting the Election Form prior upon written request to that effect from the holder who submitted the Election Form, except to the Election Deadline. extent (eif any) Any Election shall have been a subsequent election is properly made only if (i) with respect to any or all of such shares of Company Common Stock. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have received a properly completed Election Form by the Election Deadline reasonable discretion to determine whether any election, revocation or (ii) such Election change has been properly or timely made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed the Election FormForms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, BEPC, Acquisition Sub Company or the Exchange Agent shall be under any obligation to notify any person Person of any defect in a completed an Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates Subject to the Exchange Agent) allocation and election procedures set forth in such form as BEPC and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable to the Company (the “Election Form”) shall be mailed to holders of Company Common Stock of this Section 2.2, each record as of the record date for the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately prior to the Election Deadline Effective Time of shares of Target Common Stock shall be entitled either (i) to elect (an “Election”) to receive shares the Cash Consideration for each such share of New York Company Class C Target Common Stock (and"Cash Election Shares"), upon completion or (ii) to elect to receive the Stock Consideration for each such share of Target Common Stock ("Stock Election Shares"), or (iii) to indicate that such record holder has no preference as to the receipt of cash or Purchaser Common Shares for each such share of Target Common Stock ("Non-Election Shares"). All such elections shall be made on a form furnished by Purchaser for that purpose (a "Form of Election") and reasonably satisfactory to Target. If more than one Certificate shall be surrendered for the account of the Parent Exchangesame holder, Parent LP Unitsthe number of Purchaser Common Shares, if any, to be issued to such holder in exchange for the certificates representing the shares of Target Common Stock (the "Certificates") for which have been surrendered shall be computed on the basis of the aggregate number of shares of Target Common Stock represented by all of the Eligible Company Shares Certificates surrendered for the account of such holder. Holders of record of shares of Target Common Stock who hold such shares as nominees, trustees or in other representative capacities (each, a "Representative") may submit multiple Forms of Election, provided that such Representative certifies that each such Form of Election covers all shares of Target Common Stock held by such holder. The holders of any Eligible Company Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the business day immediately preceding the date of the Company Shareholders Meeting (the “Election Deadline”) shall be deemed not to have made an ElectionRepresentative for a particular beneficial owner. (cb) BEPC Not later than the 25th business day prior to the anticipated Effective Date or such date as the parties agree in writing, Purchaser shall mail a Form of Election and Acquisition Sub shall make available one or more Election Forms a letter of transmittal to record holders of Target Common Stock as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible Company Shares between the record date for the Company Shareholders Target Stockholders Meeting (as defined below). Elections shall be made by holders of shares of Target Common Stock by delivering the Form of Election to Harr▇▇ ▇▇▇st and Savings Bank, or such other bank or trust company designated by Purchaser and who is reasonably satisfactory to Target (the close "Exchange Agent"). To be effective, a Form of business Election must be properly completed, signed and submitted to the Exchange Agent by 5:00 p.m. (New York City time) on the last business day prior to the date of the Target Stockholders Meeting (as defined below) or such other time and date as Purchaser and Target may mutually agree (the "Election Deadline"), and accompanied by (1)(x) the Company shall provide Certificates as to which the election is being made or (y) an appropriate guarantee of delivery of such Certificates as set forth in such Form of Election from a firm which is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States, provided such Stock Certificates are in fact delivered to the Exchange Agent all information reasonably necessary for it within three New York Stock Exchange ("NYSE") trading days after the date of execution of such guarantee of delivery (a "Guarantee of Delivery") and (2) a properly completed and signed letter of transmittal. Failure to perform as specified herein. (d) Any Election Form may be revoked prior to deliver Certificates covered by any Guarantee of Delivery within three NYSE trading days after the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder date of Eligible Company Shares represented by execution of such Election Form Guarantee of Delivery shall be deemed to invalidate any otherwise properly made election. Purchaser will have made no Electionthe discretion, unless a subsequent Election is submitted by the holder of such Eligible Company Shares which it may delegate in accordance with the procedures set forth whole or in the Election Form prior part to the Exchange Agent, to determine whether Forms of Election Deadline. (e) Any Election shall have been properly made only if (i) the Exchange Agent shall have received a properly completed Election Form by the Election Deadline or (ii) such Election has been made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Sharescompleted, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless signed and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made submitted or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed Election FormForms of Election. None The good faith decision of Parent, BEPC, Acquisition Sub Purchaser (or the Exchange Agent) in such matters shall be conclusive and binding. Neither Purchaser nor the Exchange Agent shall will be under any obligation to notify any person of any defect in a completed Form of Election Form. Notwithstanding anything in this Section 4.02 submitted to the contraryExchange Agent. The Exchange Agent shall also make all computations contemplated by Section 2.2(c) and all such computations shall be conclusive and binding on the Target Stockholders in the absence of manifest error. Any Form of Election may be changed or revoked prior to the Election Deadline. In the event a Form of Election is revoked prior to the Election Deadline, Purchaser shall, or shall cause the Exchange Agent to, cause the Certificates representing the shares of Target Common Stock covered by such Form of Election to be promptly returned without charge to the person submitting the Form of Election upon written request to that effect from such person. For purposes hereof, if a Target Stockholder does not submit a Form of Election which is received by the Exchange Agent prior to the Election Deadline (including a holder who submits and then revokes his or her Form of Election and does not resubmit a Form of Election which is timely received by the Exchange Agent), or if a Target Stockholder submits a Form of Election without the corresponding Certificates or a Guarantee of Delivery, then such Target Stockholder's shares of Target Common Stock shall be deemed to be Non-Election Shares. If any Form of Election is defective in any manner that the Exchange Agent cannot reasonably determine the election preference of the stockholder submitting such Form of Election, the purported election set forth therein shall be deemed to be of no force and effect and then such Target Stockholder's shares of Target Common Stock shall, for purposes hereof, be deemed to be Non-Election Shares. (c) Within five business days after the Election Deadline (the "Measurement Date"), the Exchange Agent may, shall effectuate the allocation among holders of Target Common Stock of rights to receive Purchaser Common Shares or cash in the Merger in accordance with the written agreement Forms of BEPC and Acquisition SubElection as follows: (i) If the number of Stock Election Shares is less than or equal to 3,846,154 (the "Stock Conversion Number"), make any rules or procedures as are consistent with this Section 4.02 for then: (1) all Stock Election Shares will be converted into the implementation of Elections and right to receive Purchaser Common Shares, (2) the revocation of Elections Exchange Agent will select first from among the Non-Election Shares by a random selection process as shall be necessary mutually determined by Purchaser and Target as shall be further described in the Election Form, then (if necessary) will allocate pro rata from among the Cash Election Shares (provided that each holder of such Cash Election Shares holds 1,000 or desirable more shares of Target Common Stock), and then (if necessary) will allocate pro rata from among the remaining Cash Election Shares, a sufficient number of such shares ("Stock Designated Shares") such that the number of Stock Designated Shares will, when added to administer the number of Stock Election Shares, equal as closely as practicable the Stock Conversion Number, and all Stock Designated Shares will be converted into the right to receive Purchaser Common Shares, and (3) the Cash Election Shares (subject to the provisions of Sections 2.1(e) and (f) with respect to any Dissenting Shares) and the Non-Election Shares which are not Stock Designated Shares will be converted into the right to receive cash; or (ii) If the number of Stock Election Shares is greater than the Stock Conversion Number, then: (1) the Exchange Agent will allocate pro rata first from among the Stock Election Shares (provided that each holder of such ElectionsStock Election Shares holds less than 1,000 shares of Target Common Stock) and then (if necessary) will allocate pro rata from among the remaining Stock Election Shares, a sufficient number of such shares ("Cash Designated Shares") such that when the number of Cash Designated Shares is subtracted from the number of Stock Election Shares, the remaining Stock Election Shares will equal as closely as practicable the Stock Conversion Number and all such remaining Stock Election Shares will be converted into the right to receive Purchaser Common Shares, and (2) the Cash Election Shares, Non-Election Shares, and Cash Designated Shares will be converted into the right to receive cash.

Election Procedures. (a) An election form Tower and other appropriate and customary transmittal materials (which FNB shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates to cause the Exchange Agent) in such form as BEPC and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable Agent to the Company (the “mail an Election Form”) shall be mailed Form to holders of Company FNB Common Stock of record as of the record date for the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding not more than forty (40) Business Days and not held by any Parent Stockholder shall be referred less than twenty (20) Business Days prior to as “Eligible Company Shares”. (b) the Election Deadline. Each Election Form shall permit the holder (or in the case of nominee record holders, the beneficial owner through appropriate proper instructions and customary documentation and instructionsdocumentation): (i) of record of Eligible Company Shares as of immediately prior to the Election Deadline to To elect (an “Election”) to receive the Common Stock Consideration with respect to all or a portion of their shares of New York Company Class C FNB Common Stock (and, upon completion of the Parent Exchange, Parent LP Units"Common Stock Election Shares"); or (ii) for all of To elect to receive the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares Cash Consideration with respect to which all or a portion of their shares of FNB Common Stock (the Exchange Agent has not received an effective, properly completed "Cash Election Shares"). Tower and FNB shall each use its reasonable efforts to make the Election Form on or before 5:00 p.m., New York time, on the business day immediately preceding the date of the Company Shareholders Meeting (the “Election Deadline”) shall be deemed not available to have made an Election. (c) BEPC and Acquisition Sub shall make available one or more Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible Company Shares FNB Common Stock during the period between the record date for the Company FNB Shareholders Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) . Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (e) Any holder's Election shall have been properly made only if (i) the Exchange Agent shall have received at its designated office, by the Election Deadline, a properly completed and signed Election Form accompanied by the FNB Certificates to which such Election Form relates, in form acceptable for transfer (or by an appropriate guarantee of delivery of such FNB Certificates as set forth in such Election Form from a firm which is an "eligible guarantor institution" (as defined in Rule 17Ad-15 under the Exchange Act) provided that such FNB Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery). If a holder of FNB Common Stock: (i) does not submit a properly completed Election Form by before the Election Deadline or Deadline; (ii) such revokes an Election has been made at or Form prior to the Election Deadline and does not resubmit a properly completed Election Form prior to the Election Deadline; or (iii) fails to perfect his, her or its dissenters' rights pursuant to Section 2.05(b) of this Agreement, the procedures set forth in shares of FNB Common Stock held by such holder shall be designated "No-Election Shares." Nominee record holders who hold FNB Common Stock on behalf of multiple beneficial owners shall be required to indicate how many of the shares held by them are Common Stock Election FormShares, Cash Election Shares and No-Election Shares. After an For purposes of this Section 2.02, any Dissenting FNB Shares shall be deemed to be Cash Election is validly made Shares and, with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed Election Form. None of Parent, BEPC, Acquisition Sub or the Exchange Agent shall be under any obligation to notify any person of any defect in a completed Election Form. Notwithstanding anything in this Section 4.02 to the contraryshares, the Exchange Agent may, with the written agreement holders thereof shall in no event be classified as holders of BEPC and Acquisition Sub, make any rules or procedures Reallocated Common Stock Shares as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Electionsdefined herein.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such form as BEPC a bank or trust company designated by Investor and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable satisfactory to the Company (the “Exchange Agent”)) in such form as the Company and Investor shall mutually agree (the “Election Form”) ), shall be mailed no later than fifteen Business Days prior to holders the anticipated Election Deadline (the “Mailing Date”) to each holder of record of Company Common Stock of record as of the record date for the Company Shareholders MeetingStock. As used hereinSubject to Section 2.1(c), shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”. (b) Each each Election Form shall permit the holder of record of Company Common Stock (or in the case of nominee record holders, the beneficial owner through appropriate proper instructions and customary documentation and instructionsdocumentation) to (i) elect to receive the Cash Consideration for all or a portion of record such holder’s shares (a “Cash Election”), (ii) elect to receive the Stock Consideration for all or a portion of Eligible Company Shares as of immediately prior such holder’s shares (a “Stock Election”), or (iii) make no election with respect to the Election Deadline to elect receipt of the Cash Consideration or the Stock Consideration (an a “Non-Election”). A record holder acting in different capacities or acting on behalf of other Persons (as defined in Section 9.2(a)) in any way will be entitled to receive submit an Election Form for each capacity in which such record holder so acts with respect to each Person for which it so acts. Shares of Company Common Stock as to which a Cash Election has been made are referred to herein as “Cash Election Shares.” Shares of Company Common Stock as to which a Stock Election has been made are referred to herein as “Stock Election Shares.” Shares of Company Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of shares of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares with respect to which a Stock Election has been made is referred to herein as the Exchange Agent has not received an “Stock Election Number.” (b) To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City time, on a date no later than the business day immediately preceding fifth Business Day prior to the Closing Date to be mutually agreed upon by the parties (which date of the Company Shareholders Meeting shall be publicly announced by Investor as soon as practicable prior to such date) (the “Election Deadline”) shall be deemed not ), accompanied by the Certificates as to have which such Election Form is being made or by an Election. (c) BEPC and Acquisition Sub shall make available one or more Election Forms appropriate guarantee of delivery of such Certificates, as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible Company Shares between the record date for the Company Shareholders Meeting and the close of business on the business day prior to set forth in the Election DeadlineForm, and from a member of any registered national securities exchange or a commercial bank or trust company in the Company shall provide United States; provided, however, that such Certificates are in fact delivered to the Exchange Agent all information by the time required in such guarantee of delivery; provided, further, that failure to deliver shares of Company Common Stock covered by such guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made election, unless otherwise determined by the Exchange Agent, in its sole discretion. For shares of Company Common Stock held in book entry form, Investor shall establish procedures for delivery of such shares, which procedures shall be reasonably necessary for it acceptable to perform as specified herein. the Company. If a holder of Company Common Stock either (di) Any does not submit a properly completed Election Form may be revoked in a timely fashion or (ii) revokes the holder’s Election Form prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless (without later submitting a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the properly completed Election Form prior to the Election Deadline. (e) Any ), the shares of Company Common Stock held by such holder shall be designated Non-Election Shares. In addition, all Election Forms shall have automatically be revoked, and all Certificates returned, if the Exchange Agent is notified in writing by Investor and the Company that this Agreement has been properly made only if (i) terminated. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have received a properly completed Election Form by the Election Deadline reasonable discretion to determine whether any election, revocation or (ii) such Election change has been properly or timely made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed any Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, BEPC, Acquisition Sub or Neither Investor nor the Exchange Agent shall be under any obligation to notify any person Person of any defect in a completed an Election Form. Notwithstanding anything . (c) The allocation among the holders of shares of Company Common Stock of rights to receive the Cash Consideration and the Stock Consideration will be made as follows: (i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and, subject to Section 2.3 hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in this Section 4.02 respect of that number of Stock Election Shares held by such holder equal to the contraryproduct obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the Exchange Agent maynumerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the written agreement remaining number of BEPC and Acquisition Subsuch holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; (ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), make any rules or procedures as are consistent with this Section 4.02 for then all Stock Election Shares shall be converted into the implementation of Elections right to receive the Stock Consideration and the revocation of Elections as Non-Election Shares and the Cash Election Shares shall be necessary treated in the following manner: (A) if the Shortfall Number is less than or desirable equal to administer the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.3 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such Electionsholder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 2.3 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.

Election Procedures. (a) An election form Election forms and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates the certificates theretofor representing shares of Peoples Common Stock (“Certificates”) and any non-certificated shares of Peoples Common Stock (“Book Entry Shares”) shall pass, only upon proper delivery of such Eligible Certificates or Book Entry Shares to an exchange agent designated by Summit (the “Exchange Agent”)) and acceptable to Peoples in its reasonable discretion, in such form as BEPC Summit and Acquisition Sub Peoples shall reasonably specify and as shall be reasonably acceptable to the Company mutually agree (the “Election FormForms”) shall be mailed at least thirty (30) days prior to holders the anticipated Closing Date (the “Mailing Date”) to each holder of Company record of Peoples Common Stock of record as of five (5) Business Days prior to the record date for the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as Mailing Date (“Eligible Company SharesElection Form Record Date”). (ba) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately prior ), subject to the allocation procedures of Section 2.2(e), to make a Cash Election, a Stock Election Deadline or no election with respect to elect (an “Election”) to receive each of such holder’s shares of New York Company Class C Peoples Common Stock. Any Peoples Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York Eastern time, on the business twenty fifth (25th) day immediately preceding following the Mailing Date (or such other time and date of the Company Shareholders Meeting as Summit and Peoples may mutually agree) (the “Election Deadline”) shall also be deemed not to have made an Electionbe No Election Shares. (cb) BEPC and Acquisition Sub Summit shall make available one or more an Election Forms as may reasonably be requested from time Form to time by all persons who become holders (or beneficial owners) of Eligible Company Shares Peoples Common Stock between the record date for the Company Shareholders Meeting Election Form Record Date and the close of business on the business day Business Day prior to the Election Deadline, and the Company Peoples shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. Peoples acknowledges that no deadlines for mailing Election Forms contained elsewhere in this Agreement shall be applicable to such shareholders and that the election requests of such shareholders need not be honored. (dc) Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) or Book Entry Shares representing all shares of Peoples Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the person submitting such Election Form at or prior to the Election Deadline with respect to Deadline. Following the Eligible Company Shares subject thereto in accordance with Election Deadline, an Election Form may not be revoked or changed by the procedures set forth thereinperson submitting such Election Form. If In the event an Election Form is revoked prior to the Election Deadline, the holder shares of Eligible Company Shares Peoples Common Stock represented by such Election Form shall become No Election Shares and Summit shall cause the Certificates or Book Entry Shares to be deemed promptly returned without charge to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in person submitting the Election Form prior upon written request to that effect from the person who submitted the Election Form. Subject to the terms of this Agreement and of the Election Deadline. (e) Any Election shall have been properly made only if (i) Form, the Exchange Agent shall have received a properly completed Election Form by the Election Deadline sole discretion to determine whether any election, revocation or (ii) such Election change has been properly or timely made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed the Election FormForms, and any decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, BEPC, Acquisition Sub or Neither Summit nor the Exchange Agent shall be under any obligation to notify any person of any defect in a completed an Election Form. Notwithstanding anything . (d) Within five (5) Business Days after the Election Deadline, unless the Effective Time has not yet occurred, in this Section 4.02 to the contrarywhich case as soon thereafter as practicable, Summit shall cause the Exchange Agent may, to effect the allocation among the holders of Peoples Common Stock of rights to receive the Stock Consideration or the Cash Consideration in the Merger in accordance with the written agreement Election Forms, subject to Section 2.2(e). (e) Notwithstanding any other provision contained in this Agreement, the total number of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this shares of Peoples Common Stock to be converted into the right to receive the Stock Consideration pursuant to Section 4.02 for the implementation of Elections and the revocation of Elections as 2.1 shall be necessary or desirable that number equal to administer such Electionsthe product (rounded up to the nearest whole number) of (i) 0.50 multiplied by (ii) the number of outstanding shares of Peoples Common Stock (the “Stock Conversion Number”). All other shares of Peoples Common Stock shall be converted into the Cash Consideration.

Election Procedures. (a) An Not less than 10 Business Days prior to the mailing of the Joint Proxy Statement, DigitalGlobe shall appoint a bank or trust company selected by DigitalGlobe and reasonably acceptable to GeoEye (provided that DigitalGlobe's transfer agent shall be deemed reasonably satisfactory to GeoEye) to act as exchange agent (the “Exchange Agent”) for the payment of the Merger Consideration. (b) Each Person who, on or prior to the Election Date, is a record holder of shares of GeoEye Common Stock other than Dissenting Shares shall be entitled to specify the number of such holder's shares of GeoEye Common Stock with respect to which such holder makes a Cash Election, a Stock Election or a Mixed Election. (c) DigitalGlobe shall prepare and file as an exhibit to the Form S-4 a form of election (the “Form of Election”) in form and other appropriate and customary transmittal materials (which substance reasonably acceptable to GeoEye. The Form of Election shall specify that delivery shall be effected, and risk of loss and title to Eligible any Certificates shall pass, only upon proper delivery of such Eligible the Form of Election and any Certificates to the Exchange Agent) in such form as BEPC and Acquisition Sub . GeoEye shall reasonably specify and as shall be reasonably acceptable mail the Form of Election with the Joint Proxy Statement to the Company (the “Election Form”) shall be mailed to all persons who are record holders of Company shares of GeoEye Common Stock of record as of the record date for the Company Shareholders GeoEye Stockholders Meeting. As The Form of Election shall be used herein, by each record holder of shares of Company GeoEye Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”. (b) Each Election Form shall permit or, in the holder (or case of nominee record holders, the beneficial owner through appropriate proper instructions and customary documentation and instructions) of record of Eligible Company Shares as of immediately prior to the Election Deadline to elect (an “Election”documentation) to receive make a Cash Election, a Stock Election or a Mixed Election. In the event that a holder fails to make a Cash Election, a Stock Election or a Mixed Election with respect to any shares of New York Company Class C GeoEye Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held or beneficially owned by such holder. The holders of any Eligible Company Shares , then such holder shall be deemed to have made a Mixed Election with respect to which those shares (each such share, a “Non-Electing GeoEye Share”). GeoEye shall use its commercially reasonable efforts to make the Exchange Agent has not received an effective, properly completed Form of Election Form on or before 5:00 p.m., New York time, on the business day immediately preceding the date of the Company Shareholders Meeting (the “Election Deadline”) shall be deemed not available to have made an Election. (c) BEPC and Acquisition Sub shall make available one or more Election Forms as may reasonably be requested from time to time by all persons who become record holders (or beneficial owners) of Eligible Company Shares shares of GeoEye Common Stock during the period between the record date for the Company Shareholders GeoEye Stockholders Meeting and the close Election Date. Unless the properly completed Form of business on Election provides otherwise, for all purposes of this Section and in accordance with Treasury Regulation Section 1.358-2(a)(2)(ii), (i) a holder will be treated as having surrendered, in exchange for the business day prior total amount of the Merger Consideration received in cash, if any, to be paid to such holder under this Article II (with respect to a holder, the Election Deadline“Cash Portion”), the number of shares of GeoEye Common Stock, GeoEye Preferred Stock, or both, as applicable, of such holder as to which such holder has a right to receive cash pursuant to Sections 2.01(c) and 2.01(d); and (ii) for purposes of clause (i), the Company shall provide Certificates surrendered by a holder in exchange for such holder's Cash Portion will be deemed to be: (A) first, of those Certificates evidencing shares held by such holder for more than one year before the Exchange Agent Merger within the meaning of Section 1223 of the Code, if any, those Certificates with the highest United States federal income tax basis, in descending order until such Certificates are exhausted or the Cash Portion for such holder is fully paid, then (B) of all information reasonably necessary other of such holder's Certificates, those Certificates with the highest United States federal income tax basis, in descending order until the Cash Portion for it to perform as specified hereinsuch holder is fully paid. (d) Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (e) Any Election holder’s election shall have been properly made only if (i) the Exchange Agent shall have received a properly completed Election Form at its designated office, by 5:00 p.m., New York City time, on (i) the Election Deadline date of the GeoEye Stockholders Meeting or (ii) if the Closing Date is more than four Business Days following the GeoEye Stockholders Meeting, 2 Business Days preceding the Closing Date (the “Election Date”), a Form of Election properly and fully completed and signed and accompanied by (A) in the case of shares of GeoEye Common Stock represented by a Certificate, Certificates representing the shares of GeoEye Common Stock to which such Form of Election has been made at relates, duly endorsed in blank or prior otherwise in form acceptable for transfer on the books of GeoEye (or by an appropriate guarantee of delivery of such Certificates as set forth in such Form of Election from a firm that is an "eligible guarantor institution" (as defined in Rule 17Ad-15 under the Exchange Act); provided that such Certificates are in fact delivered to the Election Deadline pursuant to Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of shares of GeoEye Common Stock held in book-entry form, any additional documents required by the procedures set forth in the Election FormForm of Election. After an a Cash Election, a Stock Election or a Mixed Election is validly made with respect to any Eligible Company Sharesshares of GeoEye Common Stock, no further registration of transfers of such Eligible Company Shares shares shall be made on the stock transfer books of the Company GeoEye, unless and until such Cash Election, Stock Election or Mixed Election is properly revoked in accordance with revoked. (e) DigitalGlobe and GeoEye shall publicly announce the procedures set forth in anticipated Election Date at least 7 Business Days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election Date shall be deemed automatically revoked in similarly delayed to a subsequent date, and DigitalGlobe and GeoEye shall promptly announce any such delay and, when determined, the event of any transfer of such beneficial ownershiprescheduled Election Date. (f) Any Cash Election, Stock Election or Mixed Election may be revoked with respect to all or a portion of the shares of GeoEye Common Stock subject thereto by the holder who submitted the applicable Form of Election by written notice received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Election Date. In addition, all Cash Elections, Stock Elections and Mixed Elections shall automatically be revoked if this Agreement is terminated in accordance with Article VIII. If a Cash Election, a Stock Election or a Mixed Election is revoked, the shares as to which such election previously applied shall be treated as Non-Electing GeoEye Shares unless a contrary election is submitted by the holder within the period during which elections are permitted to be made pursuant to Section 2.02(d). Certificates will not be returned to holders, and the accounts of holders of shares GeoEye Common Stock held in book-entry form will not be credited at the Depository Trust Company, unless the holder so requests. (g) The reasonable good faith determination of the Exchange Agent (or the joint determination of DigitalGlobe and GeoEye, in the event that the Exchange Agent declines to make any such determination) shall be conclusive and binding as to whether or not an Election Cash Elections, Stock Elections or Mixed Elections shall have been properly made or revoked pursuant to the Election Form, this Section 2.02 and as to when Cash Elections, Stock Elections, Mixed Elections and revocations of Elections were received by the Exchange Agent. The Exchange Agent (or DigitalGlobe and as to whether to disregard immaterial defects GeoEye jointly, in a completed Election Form. None of Parent, BEPC, Acquisition Sub or the event that the Exchange Agent declines to make the following computation) shall also make all computations contemplated by Section 2.01(c), and absent manifest error this computation shall be under any obligation to notify any person of any defect in a completed Election Formconclusive and binding. Notwithstanding anything in this Section 4.02 to the contrary, the The Exchange Agent may, with the written agreement of BEPC and Acquisition SubDigitalGlobe, make any rules or procedures as are consistent with this Section 4.02 2.02 for the implementation of the Cash Elections, Stock Elections and the revocation of Mixed Elections provided for in this Agreement as shall be necessary or desirable to administer such effect these Cash Elections, Stock Elections and Mixed Elections.

Election Procedures. Each holder of record of shares of North Fork Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) An election form and other appropriate and customary transmittal materials Each Holder may specify in a request made in accordance with the provisions of this Section 2.1 (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such form as BEPC and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable to the Company (the herein called an “Election FormElection”) shall be mailed to holders (i) the number of Company shares of North Fork Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and (ii) the number of record as of the record date for the Company Shareholders Meeting. As used herein, shares of Company North Fork Common Stock issued and outstanding and not held owned by any Parent Stockholder shall be referred such Holder with respect to as “Eligible Company Shares”which such Holder desires to make a Cash Election. (b) Each Election Capital One shall prepare a form reasonably acceptable to North Fork (the “Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately prior to the Election Deadline to elect (an “Election”) which shall be mailed to receive shares record holders of New York Company Class C North Fork Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder. The so as to permit those holders of any Eligible Company Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the business day immediately preceding the date of the Company Shareholders Meeting (the “Election Deadline”) shall be deemed not exercise their right to have made an Election. (c) BEPC and Acquisition Sub shall make available one or more Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible Company Shares between the record date for the Company Shareholders Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (ec) Capital One shall make the Form of Election initially available not less than twenty (20) business days prior to the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of North Fork who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Capital One and reasonably acceptable to North Fork (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to North Fork stockholders, shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by Certificates to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of North Fork Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made only if Election, unless otherwise determined by Capital One, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the later of (1) the date of the meeting of North Fork stockholders pursuant to Section 6.3 and (2) the earlier of (i) the Exchange Agent date that Capital One and North Fork shall have received a properly completed agree is as near as practicable to five (5) business days prior to the expected Closing Date taking into account Capital One’s intention to minimize the impact of limitations under applicable law that might apply during the period from the initial mailing of the Forms of Election Form by until the Election Deadline or and (ii) such Election has been made at September 1, 2006; provided that if it appears that the Closing Date will not take place on or prior to October 13, 2006, the parties shall in good faith discuss whether such September 1, 2006 date should be deferred to an appropriate later date. North Fork and Capital One shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline pursuant to the procedures set forth in not more than fifteen (15) business days before, and at least five (5) business days prior to, the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownershipDeadline. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed Election Form. None of Parent, BEPC, Acquisition Sub or the Exchange Agent shall be under any obligation to notify any person of any defect in a completed Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.