Common use of Election Procedures Clause in Contracts

Election Procedures. (i) 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 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 Certificates or Book Entry Shares, respectively, to the Exchange Agent), in such form as Parent shall 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 each holder of record of shares of Company Common Stock as of the close of business on the record date for notice of the Company Shareholders Meeting (the “Election Form Record Date”). (ii) 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 shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Mixed Consideration, (B) the number of shares of such holder’s Company 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 (“Non-Election Shares”). Any Company 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 30th day following the Mailing Date (or such other time and date as the Company 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 Non-Election Shares. (iii) 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 Common Stock 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 Exchange Agent all information reasonably necessary for it to perform as specified herein. (iv) Any election shall have been properly made only if the Exchange Agent shall have received a properly completed Election Form by the Election 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 (A) 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 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. In the event an Election Form is 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 or all of such shares of Company Common Stock. Subject to the terms of this Agreement and of the Election Form, Parent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, 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, Merger Sub or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. Elections will be deemed to be revoked if this Agreement is terminated in accordance with its terms.

Election Procedures. (i) 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 any certificate (a “Certificate”) the certificates theretofore representing shares of Company CoBancorp Common Stock or non-certificated shares represented by book entry (“Book Entry Shares”"CoBancorp Certificates") shall pass, only upon proper delivery of such CoBancorp Certificates or Book Entry Shares, respectively, to an exchange agent designated by FirstMerit (the "Exchange Agent"), ) in such form as Parent FirstMerit and the CoBancorp shall specify and as shall be reasonably acceptable to the Company mutually agree (the “"Election Form”), ") shall be mailed together 25 days prior to the anticipated Effective Time or contemporaneously with on such other date as the Joint Proxy Statement CoBancorp and FirstMerit shall mutually agree (the “"Mailing Date”") to each holder of record of shares of Company CoBancorp Common Stock as of five business days prior to the close of business on the record date for notice of the Company Shareholders Meeting Mailing Date (the “"Election Form Record Date”"). . FirstMerit shall determine the anticipated Effective Time (iithe "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 time periods which are established for purposes of these election procedures. Each Election Form shall permit the a holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder ) of any Excluded Shares or any Appraisal Shares, CoBancorp Common Stock to specify (A) the number of shares of such holder’s Company elect to receive only FirstMerit Common Stock with respect to which such holder elects holder's CoBancorp Common Stock ("Stock Election Shares"), to elect to receive the Per Share Mixed Consideration, (B) the number of shares of only cash with respect to such holder’s Company 's CoBancorp Common Stock ("Cash Election Shares"), to elect to receive FirstMerit Common Stock with respect to which such those shares of CoBancorp Common Stock designated by the holder elects to receive the Per Share as Stock Election Consideration, Shares and cash with respect to the holder's remaining shares of CoBancorp Common Stock or (C) to indicate that such holder makes no election with respect to such holder’s Company Common Stock (“Non-"No Election Shares”"). For purposes of 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 Company 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 30th 20th day following the Mailing Date (or such other time and date as FirstMerit and the Company and Parent shall CoBancorp may mutually 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 Non-"No Election Shares. (iii) Parent " FirstMerit shall promptly make available one or more Election Forms as may be reasonably be requested from time to time by all Persons persons who become holders (or beneficial owners) of Company CoBancorp Common Stock between the Election Form Record Date and the close of business on the Business Day 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. (iv) . 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. If an Election Form purports to make an election for a certificated Share of Company Common Stock or Book Entry Shares, then an An Election Form shall be deemed properly completed only (A) if accompanied by one or more Certificates certificates (or customary affidavits and, if required by Parent and indemnification regarding the loss or destruction of such certificates or the Surviving Corporation, the posting by guaranteed delivery of 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 Certificatecertificates) 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 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 person submitting such Election Form by written notice received by the Exchange Agent at or prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company CoBancorp Common Stock represented by such Election Form shall become Non-No Election Shares and Parent FirstMerit shall cause the Certificates certificates representing such shares of Company CoBancorp Common Stock or Book Entry Shares to be promptly returned without charge to the Person person submitting the Election Form upon written request to that effect from the holder person who submitted the Election Form, except to the extent (if any) a subsequent election is properly made 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, Parent the Exchange Agent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith reasonable decisions of Parent (or the Exchange Agent, if so empowered) Agent regarding such matters shall be binding and conclusive. None of Parent, Merger Sub or Neither FirstMerit nor the Exchange Agent shall be under any obligation to notify any Person person of any defect in an Election Form. Elections will be deemed to be revoked if this Agreement is terminated in accordance with its terms.

Election Procedures. (ia) 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 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 Certificates or Book Entry Shares, respectively, to the Exchange Agent), in such form as Parent shall reasonably specify and as shall be reasonably acceptable to the Company (the “Election Form”), ) shall be mailed together or contemporaneously with included by the Joint Company in the Form S-4 and the Proxy Statement or mailed on a date to 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 shares of Company Common Stock Shares as of the close of business on the record date for notice of fifth (5th) Business Day prior to the Company Shareholders Meeting Mailing Date (the “Election Form Record Date”). (ii) 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 shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Mixed Consideration, (B) the number of shares of such holder’s Company 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 (“Non-Election Shares”). Any Company 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 30th day following the Mailing Date (or such other time and date as the Company 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 Non-Election Shares. (iiib) 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 Common Stock 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 Exchange 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 such holder’s Company Shares with respect to which such holder makes a Cash Election or (B) the number of 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 Excess Stock Dividend, if applicable, by holders making a Cash Election) for Parent Common Units in the Parent Common 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 Common Units Election Share”). Any Company Shares with respect to which the Payment Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., Eastern time, on the twenty-fifth (25th) day following the Mailing Date (or such other time and date as Parent and the Company shall agree) (the “Election Deadline”) shall be deemed to 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 with 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. (ivc) Any election shall have been properly made only if the Exchange Payment Agent shall have actually received a properly completed Election Form by the Election 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 (A) 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 Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the authorized Person properly submitting such Election Form Form, by written notice received by the Exchange Payment Agent prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company Common Stock Shares 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 FormElecting Shares, except to the extent (if any) a subsequent election is properly made with respect to any or all of such shares of Company Common StockShares prior to the Election Deadline. Subject to the terms of this Agreement and of the Election Form, Parent the Payment Agent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith reasonable decisions of Parent (or the Exchange Agent, if so empowered) Payment Agent regarding such matters shall be binding and conclusive. None of Parent, Merger Sub the Company or the Exchange Payment Agent shall be under any obligation to notify any Person of any defect in an Election Form. Elections will be deemed to be revoked if this Agreement is terminated in accordance with its terms.

Election Procedures. (ia) An No later than the date on which the Joint Proxy Statement/Prospectus is mailed to the RVI shareholders (the “Mailing Date”), DSW 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 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 Certificates or Book Entry Shares, respectively, to the Exchange Agent), in such form as Parent shall specify and as shall be reasonably acceptable to the Company (the “Election Form”), shall ) to be mailed together or contemporaneously with the Joint Proxy Statement (the “Mailing Date”) to each holder of record of shares of Company RVI Common Stock as of the close of business on the record date for notice of the Company RVI Shareholders Meeting (the “Election Form Record Date”). (iib) Each Election Form shall permit the holder (or the beneficial owner owner, within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), through appropriate and customary documentation and instructions), other than any holder to elect to receive DSW Class B Stock in lieu of any Excluded Shares or any Appraisal Shares, to specify DSW Class A Stock (Aan “Election”) the number of and shall provide that all shares of such holder’s Company RVI Common Stock with respect to which such holder elects to receive the Per Share Mixed Consideration, (B) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Stock an Election Consideration, or (C) that such holder makes no election with respect to such holder’s Company Common Stock (“Non-Election Shares”). Any Company Common Stock with respect to which the Exchange Agent has not received an effective, properly completed been made during the period (the “Election Form on or before Period”) from the Mailing Date to 5:00 p.m., New York time, on the 30th fifth business day following prior to the Mailing Date (or such other time and date as the Company and Parent shall agree) Effective Time (the “Election Deadline”), shall be converted into DSW Class A Stock pursuant to Section 2.1(b). DSW shall publicly announce the anticipated Election Deadline at least ten (10) (other than business days prior to the anticipated Effective Time. If the Effective Time is delayed to a subsequent date, the Election Deadline shall be delayed by the same number of days, and DSW shall promptly announce any shares of Company Common Stock that constitute Appraisal Shares as of such time) shall also be deemed to be Non-delay and, when determined, the rescheduled Election SharesDeadline. (iiic) Parent DSW 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, within the meaning of Rule 13d-3 under the Exchange Act) of Company RVI Common Stock between during the Election Form Record Date and the close of business on the Business Day prior to the Election DeadlinePeriod, and the Company DSW shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (ivd) Any election 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 by during the Election 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 (A) 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 Form, together with duly executed transmittal materials included in the Election FormPeriod. Any Election Form may be revoked or changed by the Person person submitting such Election Form Form, by written notice received by the Exchange Agent prior to during the Election DeadlinePeriod. In the event If an Election Form is revoked prior to during the Election DeadlinePeriod, the shares of Company RVI 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 be deemed to be promptly returned without charge converted into DSW Class A Stock pursuant to the Person submitting the Election Form upon written request to that effect from the holder who submitted the Election FormSection 2.1(b), except to the extent (if any) a subsequent election is properly made during the Election Period with respect to any or all of such the shares of Company RVI Common StockStock covered by that Election Form. Subject to the terms of this Agreement and of the Election Form, Parent the Exchange Agent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith reasonable decisions of Parent (or the Exchange Agent, if so empowered) Agent regarding such matters shall be binding and conclusive. None of Parent, Merger Sub DSW or RVI or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. Elections will be deemed to be revoked if this Agreement is terminated in accordance with its terms.

Election Procedures. (ia) An Not less than 30 days prior to the anticipated Effective Time (the “Mailing Date”), Parent will cause to be mailed to each record holder of shares of Company Stock (other than shares of Company Stock cancelled pursuant to Section 2.04(c)) as of five Business Days prior to the Mailing Date: (x) an election form in such form consistent with the terms of this Agreement as Parent shall specify (which such form shall be reasonably acceptable to the Company) (the “Election Form”) and other appropriate and customary (y) a letter of transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to any certificate (a “Certificate”) theretofore representing the shares of Company Common Stock or non-certificated shares represented by book entry (“Book Entry Shares”) shall be deemed to pass, only upon proper delivery of such the Certificates (or Book affidavits of loss in lieu thereof together with the required indemnity) or transfer of the Book-Entry Shares, respectively, Shares to the Exchange Agent), in such form as Parent shall specify and as shall be in a customary form and have such other provisions as are reasonably acceptable to the Company and Parent, including instructions for use in effecting the surrender or transfer (the “Election FormLetter of Transmittal”), . The Election Form shall be mailed together or contemporaneously with state the Joint Proxy Statement procedures for electing the Merger Consideration and shall specify the number of shares of Parent Common Stock and/or amount of cash that comprise the Alternative Consideration as determined by Parent. (the “Mailing Date”b) to Each Election Form will permit each holder of record of shares of Company Common Stock as of the close of business on the record date for notice of the Company Shareholders Meeting (the “Election Form Record Date”). (ii) 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 (Ai) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Mixed CVR Consideration, (Bii) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Cash & Stock Election Consideration, Consideration or (Ciii) that such holder makes no election with respect to such holder’s shares of Company Common Stock (“Non-Election Shares”)Stock. Any shares of Company 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 Eastern time, on the 30th day following date which Parent and the Mailing Date (Company shall agree is as near as practicable to three Business Days preceding the Closing Date, or such other time and date as Parent and the Company and Parent shall agree) will, prior to the Closing, mutually agree (the “Election Deadline”) (other than any shares of Company Common Stock that constitute Appraisal Shares as of such time) shall also ), will be deemed to be Non-No Election Shares. Parent and the Company shall publicly announce the date of the Election Deadline at least three Business Days prior to the Election Deadline. 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. (iiic) 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 who become holders (or beneficial owners) of record of Company Common Stock between the Election Form Record date that is five Business Days prior to the Mailing 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 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. (ivd) Any election shall made pursuant to this Section 3.01 will have been properly made only if the Exchange Agent shall will have actually received a properly completed Election Form by during the Election 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 (A) 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 Form, together with duly executed transmittal materials included in the Election FormPeriod. Any Election Form may be revoked or changed by the Person submitting such Election Form it, by written notice received by the Exchange Agent prior to during the Election DeadlinePeriod. In the event an Election Form is revoked prior to during the Election DeadlinePeriod, 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 will be deemed to be promptly returned without charge to the Person submitting the No Election Form upon written request to that effect from the holder who submitted the Election FormShares, except to the extent (if any) a subsequent election is properly made during the Election Period. Any termination of this Agreement in accordance with respect Article IX shall result in the revocation of all Election Forms delivered to any the Exchange Agent on or all prior to the date of such shares of Company Common Stocktermination. Subject to the terms of this Agreement and of the Election Form, Parent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, Agent will have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith reasonable decisions of Parent (or the Exchange Agent, if so empowered) Agent regarding such matters shall will be binding and conclusive. None of Parent, First Merger Sub Sub, Second Merger Sub, the Company or the Exchange Agent shall will be under any obligation to notify any Person of any defect in an Election Form. Elections will be deemed to be revoked if this Agreement is terminated in accordance with its terms.

Election Procedures. (ia) 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 any certificate (a “Certificate”) theretofore representing shares of Company Common Stock or non-certificated shares represented by book entry (“Book Entry Shares”) the Certificates shall pass, only upon proper delivery of such Certificates or Book Entry Shares, respectively, to the Exchange Agent), in such form as Parent H▇▇▇▇▇ United and TD Banknorth shall specify and as shall be reasonably acceptable to the Company mutually agree (the “Election Form”), shall be mailed together no later than 15 Business Days prior to the anticipated Effective Time or contemporaneously with the Joint Proxy Statement on such earlier date as TD Banknorth and H▇▇▇▇▇ United may mutually agree (the “Mailing Date”) to each holder of record of shares of Company H▇▇▇▇▇ United Common Stock as of five Business Days prior to the close of business on the record date for notice of the Company Shareholders Meeting 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 (ii) Each Election Form shall permit exclusive of the holder (expiration or the beneficial owner through appropriate and customary documentation and instructions), other than any holder termination of any Excluded Shares or any Appraisal Shares, to specify (A) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Mixed Consideration, (B) the number of shares of such holder’s Company 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 (“Non-Election Shares”statutory waiting periods). Any Company Common Stock with respect to which the The Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the 30th day following the Mailing Date (or such other time and date as the Company 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 Non-Election Shares. (iii) Parent shall make available one or more an additional Election Forms as may reasonably be requested from time Form to time by all Persons who become record holders (or beneficial owners) of Company H▇▇▇▇▇ United Common Stock between the Election Form Record Date and the close of business on the fifth Business Day prior to the Election DeadlineDeadline (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 Company 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 provide have acquired shares of H▇▇▇▇▇ United Common Stock after the Secondary Election Form Record Date shall be deemed to hold H▇▇▇▇▇ United Stock Election Shares. (b) To be effective, a properly completed and executed Election Form shall be submitted to the Exchange Agent all information on or before 5:00 p.m., New York City time, on a date to be decided by TD Banknorth and reasonably necessary for it acceptable to perform as specified herein. H▇▇▇▇▇ United (ivwhich date shall not be earlier than 15 Business Days after the Mailing Date and no later than the Effective Time) Any election shall have been properly made only if (the Exchange Agent shall have received a properly completed Election Form by the “Election Deadline”). If an Election Form purports to make an election for a certificated Share of Company Common Stock or Book Entry Shares, then an An Election Form shall be deemed properly completed by a holder of H▇▇▇▇▇ United Common Stock only (A) if accompanied by one or more Certificates (or customary affidavits and, if required by Parent and indemnification regarding the loss or destruction of such Certificates or the Surviving Corporationguaranteed delivery of such Certificates) representing all shares of H▇▇▇▇▇ United Common Stock, the posting held by such Person holder, or by an appropriate guarantee of delivery of such Certificates from a bondmember of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company in the United States as set forth in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be Election Form. Any holder of H▇▇▇▇▇ United Common Stock who has made against it with respect to such Certificate) and/or (B) upon receipt of an “agent’s message” election by the Exchange Agent or such other evidence of transfer of Book Entry Shares submitting an Election Form to the Exchange Agent as may at any time prior to the Exchange Agent may reasonably request, collectively representing all shares of Company Common Stock covered Election Deadline change such holder’s election by such submitting a revised 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 properly completed and signed that is received by the Exchange Agent prior to the Election Deadline. In Any holder of H▇▇▇▇▇ United Common Stock may at any time prior the event an Election Form is revoked 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 day 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 or all of such shares of Company Common Stock. Subject to the terms of this Agreement and of the Election Form, Parent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, 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, Merger Sub or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. Elections will be deemed to be revoked if this Agreement is terminated in accordance with its terms.

Election Procedures. (ia) 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 any certificate (a “Certificate”) the certificates 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 Certificates or Book Entry Shares, respectively, certificates to the Exchange AgentAgent (as defined below), ) in such form as Parent shall specify and as shall be reasonably acceptable to the Company shall mutually agree (the “Election Form”), ) shall be mailed together 35 days prior to the anticipated Effective Date or contemporaneously with on such other date as the Joint Proxy Statement Company and Parent shall mutually agree (the “Mailing Date”) to each holder of record of shares of Company Common Stock as of the close of business on the record date for notice of fifth business day prior to the Company Shareholders Meeting Mailing Date (the “Election Form Record Date”). (iib) 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 shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Mixed Consideration, (Bi) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Stock Consideration (“Stock Election ConsiderationShares”), (ii) 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 (“Cash Election Shares”), or (Ciii) that such holder makes no election with respect to such holder’s Company Common Stock (“Non-No Election Shares”). Any Company 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 30th 33rd day following the Mailing Date (or such other time and date as Parent and the Company and Parent shall may mutually 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 Non-“No Election Shares.” (iiic) 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 Company Common Stock between the 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. (ivd) 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. If an Election Form purports to make an election for a certificated Share of Company Common Stock or Book Entry Shares, then an An Election Form shall be deemed properly completed only (A) if accompanied by one or more Certificates certificates (or customary affidavits and, if required by Parent and indemnification regarding the loss or destruction of such certificates or the Surviving Corporation, the posting by guaranteed delivery of 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 Certificatecertificates) 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 Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the Person person submitting such Election Form by written notice received by the Exchange Agent at or prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company Common Stock represented by such Election Form shall become Non-No Election Shares and Parent shall cause the Certificates certificates representing such shares of Company Common Stock or Book Entry Shares to be promptly returned without charge to the Person 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 or all of such shares of Company Common Stock. Subject to the terms of this Agreement and of the Election Form, Parent the Exchange Agent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith reasonable decisions of Parent (or the Exchange Agent, if so empowered) regarding Agent as to such matters shall be binding and conclusive. None of Parent, Merger Sub or Neither Parent nor the Exchange Agent shall be under any obligation to notify any Person person of any defect in an Election Form. Elections will be deemed . (e) Within ten business days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, Parent shall cause the Exchange Agent to be revoked if this Agreement is terminated 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 its terms.the Election Forms as follows:

Election Procedures. 3.2.1. Holders of ABNJ Common Stock may elect to receive shares of Investors Common Stock or cash (iin either case without interest) in exchange for their shares of ABNJ Common Stock in accordance with the procedures set forth herein; provided that, in the aggregate, and subject to the provisions of Section 3.2.7, 70% of the total number of shares of ABNJ Common Stock issued and outstanding at the Effective Time, excluding any Treasury Shares (the “Stock Conversion Number”), shall be converted into the Stock Consideration and the remaining outstanding shares of ABNJ Common Stock shall be converted into the Cash Consideration. Shares of ABNJ 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 ABNJ Common Stock as to which a Stock Election has been made (including, pursuant to a Mixed Election) are referred to as “Stock Election Shares.” Shares of ABNJ 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 aggregate number of shares of ABNJ Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.” 3.2.2. 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 any certificate (a “Certificate”) theretofore representing shares of Company Common Stock or non-certificated shares represented by book entry (“Book Entry Shares”) the Certificates shall pass, only upon proper delivery of such Certificates or Book Entry Shares, respectively, to the Exchange Agent), in such form as Parent ABNJ and Investors shall specify and as shall be reasonably acceptable to the Company mutually agree (the “Election Form”), shall be mailed together no more than 40 business days and no less than 20 business days prior to the anticipated Effective Time or contemporaneously with the Joint Proxy Statement on such earlier date as Investors and ABNJ shall mutually agree (the “Mailing Date”) to each holder of record of shares of Company ABNJ Common Stock as of five business days prior to the close of business on the record date for notice of the Company Shareholders Meeting Mailing Date (the “Election Form Record Date”). (ii) . Each Election Form shall permit such holder, subject to the holder allocation and election procedures set forth in this Section 3.2, (or i) to elect to receive the beneficial owner through appropriate and customary documentation and instructions)Cash Consideration for all of the shares of ABNJ Common Stock held by such holder, other than any holder in accordance with Section 3.1.3, (ii) to elect to receive the Stock Consideration for all of any Excluded Shares or any Appraisal Sharessuch shares, in accordance with Section 3.1.3, (iii) elect to specify (A) receive the number of shares Stock Consideration for a part of such holder’s Company ABNJ Common Stock with respect to which such holder elects to receive and the Per Share Mixed Consideration, (B) Cash consideration for the number of shares remaining part of such holder’s Company ABNJ Common Stock with respect to which such holder elects to receive the Per Share Stock Election ConsiderationStock, or (Civ) to indicate that such record holder makes has no election with respect preference as to such holder’s Company the receipt of cash or Investors Common Stock for such shares. A holder of record of shares of ABNJ Common Stock who holds such shares as nominee, trustee or in another representative capacity (a “Non-Representative”) may submit multiple Election Shares”)Forms, provided that each such Election Form covers all the shares of ABNJ Common Stock held by such Representative for a particular beneficial owner. Any Company shares of ABNJ Common Stock with respect to which the holder thereof shall not, as of the Election Deadline, have 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. 3.2.3. 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 30th 25th day following the Mailing Date (or such other time and date as the Company Investors and Parent shall ABNJ may mutually agree) (the “Election Deadline”) (other than any shares of Company Common Stock ); provided, however, that constitute Appraisal Shares as of such time) the Election Deadline may not occur on or after the Closing Date. ABNJ shall also be deemed use its reasonable best efforts to be Non-Election Shares. (iii) Parent shall make available one up to two separate Election Forms, or more such additional Election Forms as Investors may reasonably be requested from time permit, to time by all Persons persons who become holders (or beneficial owners) of Company ABNJ Common Stock between the Election Form Record Date and the close of business on the Business Day business day prior to the Election Deadline, and the Company . ABNJ shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (iv) Any . 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. If an Election Form purports to make an election for a certificated Share of Company Common Stock or Book Entry Shares, then an An Election Form shall be deemed properly completed only (A) if accompanied by one or more Certificates (or customary affidavits and, if required by Parent and indemnification regarding the loss or destruction of such Certificates or the Surviving Corporation, the posting by guaranteed delivery of 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 CertificateCertificates) 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 ABNJ Common Stock covered by such Election Form, together with duly executed transmittal materials included in with the Election Form. If an ABNJ shareholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline (without later submitting a properly completed Election Form prior to the Election Deadline), the shares of ABNJ Common Stock held by such shareholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the Person person submitting such Election Form to the Exchange Agent by written notice A-9 to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company Common Stock represented by such Election Form shall become Non-Election Shares and Parent Investors shall cause the Certificate or Certificates representing such shares of Company Common Stock or Book Entry Shares relating to any revoked Election Form to be promptly returned without charge to the Person 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 or all of such shares of Company Common StockExchange Agent. Subject to the terms of this Agreement and of the Election Form, Parent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, 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, Merger 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 an Election Formsuch election, modification or revocation has been properly made. All Elections will be deemed to shall be revoked automatically if the Exchange Agent is notified in writing by Investors or ABNJ, upon exercise by Investors or ABNJ of its respective or their mutual rights to terminate this Agreement is to the extent provided under Article XI, that this Agreement has been terminated in accordance with its termsArticle XI. 3.2.4. If the aggregate number of shares of ABNJ Common Stock with respect to which Stock Elections shall have been made (the “Stock Election Number”) exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares of each holder thereof shall be converted into the right to receive the Cash Consideration, and Stock Election Shares of each holder thereof will be converted into the right to receive the Stock Consideration in respect of that number of Stock Election Shares 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 remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration. 3.2.5. 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”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and 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 the Non-Election Shares of each holder thereof shall convert into the right to receive the Stock Consideration in respect of that number of Non-Election Shares 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 Cash Election Shares of each holder thereof shall convert into the right to 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. (ia) 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 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 Certificates or Book Entry Shares, respectively, to the Exchange Agent), in such form as Parent M&T and ▇▇▇▇▇▇ shall specify and as shall be reasonably acceptable to the Company mutually agree (the “Election Form”), ) shall be mailed together 35 days prior to the anticipated Closing Date or contemporaneously with the Joint Proxy Statement on such other date as M&T and ▇▇▇▇▇▇ shall mutually agree (the “Mailing Date”) to each holder of record of shares of Company ▇▇▇▇▇▇ Common Stock as of the close of business on the record date for notice of fifth Business Day prior to the Company Shareholders Meeting Mailing Date (the “Election Form Record Date”). (iib) 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 shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Mixed Consideration, (B) the number of shares of such holder’s Company ▇▇▇▇▇▇ Common Stock with respect to which such holder elects to receive the Per Share Stock Consideration (“Stock Election ConsiderationShares”), (B) the number of shares of such holder’s ▇▇▇▇▇▇ Common Stock with respect to which such holder elects to receive the Per Share Cash Consideration (“Cash Election Shares”) or (C) that such holder makes no election with respect to such holder’s Company ▇▇▇▇▇▇ Common Stock (“Non-No Election Shares”). Any Company Hudson 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 30th day following the Mailing Date (or such other time and date as the Company M&T and Parent shall ▇▇▇▇▇▇ may mutually 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 Non-No Election Shares. Notwithstanding anything contained herein to the contrary, any election that may be made with respect to any share to be cancelled pursuant to Section 2.1(a) with respect of the ESOP indebtedness shall be disregarded for purposes of Section 2.3(f). (iiic) Parent M&T 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 Company ▇▇▇▇▇▇ Common Stock 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 Exchange Agent all information reasonably necessary for it to perform as specified herein. (ivd) 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. If an Election Form purports to make an election for a certificated Share of Company Common Stock or Book Entry Shares, then an An Election Form shall be deemed properly completed only (A) if accompanied by one or more Old Certificates (or customary affidavits and, if required by Parent and indemnification regarding the loss or destruction of such certificates or the Surviving Corporation, the posting by guaranteed delivery of 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 Certificatecertificates) 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 Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the Person person submitting such Election Form only by written notice received by the Exchange Agent prior to the Election Deadline. In the 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 Exchange Agent by the Election Deadline, the shares of Company ▇▇▇▇▇▇ Common Stock represented by such Election Form shall become Non-No Election Shares and Parent M&T shall cause the Old Certificates representing such shares of Company Common Stock or Book Entry Shares to be promptly returned without charge to the Person 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 or all of such shares of Company Common Stock. Subject to the terms of this Agreement and of the Election Form, Parent the Exchange Agent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith reasonable decisions of Parent (or the Exchange Agent, if so empowered) M&T regarding such matters shall be binding and conclusive. None of Parent, Merger Sub or Neither M&T nor the Exchange Agent shall be under any obligation to notify any Person person of any defect in an Election Form. Elections . (e) Notwithstanding any other provision contained in this Agreement, the total number of shares of ▇▇▇▇▇▇ Common Stock that will be converted into the right to receive the Per Share Cash Consideration pursuant to Section 2.1 (which, for this purpose, shall be deemed to be revoked if this Agreement is terminated include the Dissenting Shares) shall equal the sum of (i) 204,338,066 shares of ▇▇▇▇▇▇ Common Stock and (ii) the product of (A) 40% and (B) the number of shares of ▇▇▇▇▇▇ Common Stock that are issued, from and after the date hereof and prior to the Effective Time, pursuant to the exercise of ▇▇▇▇▇▇ Stock Options and ▇▇▇▇▇▇ Other Stock Awards outstanding as of the date hereof (such number of shares of ▇▇▇▇▇▇ Common Stock, the “Target Cash Conversion Amount”). (f) Within 10 Business Days after the Effective Time, M&T shall cause the Exchange Agent to effect the allocation among the holders of ▇▇▇▇▇▇ Common Stock of rights to receive M&T Common Stock or cash in the Merger in accordance with its terms.the Election Forms as follows:

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 any certificate (a “Certificate”) theretofore representing shares of Company Common Stock or non-certificated shares represented by book entry (“Book Entry Shares”) the Certificates shall pass, only upon proper delivery of such Certificates or Book Entry Shares, respectively, to the Exchange Agent), in such form as Parent First Charter and Fifth Third shall specify and as shall be reasonably acceptable to the Company mutually agree (the “Election Form”), shall be mailed together no more than 40 business days and no less than 26 business days before the anticipated Effective Time or contemporaneously with the Joint Proxy Statement on such earlier date as First Charter and Fifth Third shall mutually agree (the “Mailing Date”) to each holder of record of shares of Company Common Stock Holder as of five business days before the close of business on the record date for notice of the Company Shareholders Meeting Mailing Date (the “Election Form Record Date”). (ii) . Each Election Form shall permit such Holder, subject to the holder (or the beneficial owner through appropriate allocation and customary documentation and instructions), other than any holder of any Excluded Shares or any Appraisal Shareselection procedures set forth in this Section 2.1, to specify (Ai) the number of shares of such holder’s Company Common Stock with respect to which such holder elects elect to receive the Per Share Mixed ConsiderationCash Consideration for all of the shares of First Charter Common Stock held by such Holder in accordance with Section 1.4(c), (Bii) the number of shares of such holder’s Company Common Stock with respect to which such holder elects elect to receive the Per Share Stock Election ConsiderationConsideration 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 (Civ) indicate that such holder makes Holder has no election with respect preference as to such holder’s Company the receipt of cash or Fifth Third Common Stock for such shares (a “Non-Election SharesElection”). 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 First Charter Common Stock held by such Representative for a particular beneficial owner. Any Company 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 30th day following indicated on the Mailing Date Election Form (or such other time and date as the Company Fifth Third and Parent shall First Charter may mutually agree) (the “Election Deadline”) (other than any shares of Company Common Stock ); provided, however, that constitute Appraisal Shares as of such time) the Election Deadline may not occur before the 25th day following the Mailing Date or after the business day prior to Closing Date. Fifth Third shall also be deemed use all reasonable efforts to be Non-Election Shares. (iii) Parent shall make available one or more as promptly as possible an Election Form to any Holder who requests such Election Form following the initial mailing of the Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Company Common Stock between the Election Form Record Date and the close of business on the Business Day prior to 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. (iv) Any election . 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. If an Election Form purports to make an election for a certificated Share of Company Common Stock or Book Entry Shares, then an An Election Form shall be deemed properly completed only (A) if accompanied by one or more Certificates (or customary affidavits and, if required by Parent and indemnification regarding the loss or destruction of such Certificates or the Surviving Corporation, the posting by guaranteed delivery of 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 CertificateCertificates) 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 First Charter Common Stock covered by such Election Form, together with duly executed transmittal materials included in with the Election Form. Any If a Holder either (i) does not submit a properly completed Election Form may be revoked in a timely fashion or changed by the Person submitting such (ii) revokes its Election Form before the Election Deadline (without later submitting a properly completed Election Form before the Election Deadline), the shares of First Charter Common Stock held by such Holder shall be designated as Non-Election Shares. Any Holder may revoke or change his or her Election by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent prior to at or before the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company Common Stock represented by such Election Form shall become Non-Election Shares and Parent Fifth Third shall cause the Certificate or Certificates representing such shares of Company Common Stock or Book Entry Shares relating to any revoked Election Form to be promptly returned without charge to the Person 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 or all of such shares of Company Common StockExchange Agent. Subject to the terms of this Agreement and of the Election Form, Parent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, 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, Merger 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 an Election Form. Elections will be deemed to be revoked if this Agreement is terminated in accordance with its termssuch Election, modification or revocation has been properly made.

Election Procedures. (i) 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 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 Certificates or Book Entry Shares, respectively, to the Exchange Agent), in such form as Parent shall 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 each Each holder of record of shares of Company National Penn Common Stock, National Penn Restricted Stock as of Awards, National Penn Restricted Stock Unit Awards or Settled Deferred Stock Unit Awards to be converted into the close of business on right to receive the record date for notice of Cash Consideration and/or the Company Shareholders Meeting Stock Consideration in accordance with, and subject to, Sections 1.6(a) and 2.1 (a “Holder”) shall have the “Election Form Record Date”).right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (iia) Each Election Form shall permit Holder may specify in a request made in accordance with the holder provisions of this Section 2.2 (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 herein called an “Election”) (Ai) the number of shares of such holder’s Company National Penn Common Stock owned by such Holder (or subject to such National Penn Restricted Stock Awards, National Penn Restricted Stock Unit Awards or Settled Deferred Stock Unit Awards) with respect to which such holder elects Holder desires to receive the Per Share Mixed Consideration, make a Stock Election and (Bii) the number of shares of such holder’s Company National Penn Common Stock owned by such Holder (or subject to such National Penn Restricted Stock Awards, National Penn Restricted Stock Unit Awards or Settled Deferred Stock Unit Awards) with respect to which such holder elects Holder desires to receive the Per Share Stock Election Consideration, or make a Cash Election. (Cb) that such holder makes no election with respect to such holder’s Company Common Stock (“Non-Election Shares”). Any Company 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 30th day following the Mailing Date (or such other time and date as the Company and Parent shall agree) prepare a form reasonably acceptable to National Penn, including appropriate and customary transmittal materials in such form as prepared by Parent and reasonably acceptable to National Penn (the “Election DeadlineForm of Election”) (other than any shares of Company Common Stock that constitute Appraisal Shares ), so as of such time) shall also be deemed to be Non-Election Sharespermit Holders to exercise their right to make an Election. (iiic) 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 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, holder of National Penn Restricted Stock Awards, holder of National Penn Restricted Stock Unit Awards or more holder of Settled Deferred Stock Unit 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 Company Common Stock between the Election Form Record Date 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”. (ivd) Any election Election shall have been made properly made only if the Exchange Agent shall have received received, during the Election Period, a Form of Election properly completed Election Form by the Election 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 and signed (A) 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 Form, together with 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 Formrelates 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. Any Election Form may be revoked or changed As used herein, unless otherwise agreed in advance by the Person submitting such parties, “Election Form by written notice received by Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent 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 not more than fifteen (15) business days before, and at least five (5) business days prior to to, the Election Deadline. In the event an Election Form is 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 or all of such shares of Company Common Stock. Subject to the terms of this Agreement and of the Election Form, Parent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, 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, Merger Sub or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. Elections will be deemed to be revoked if this Agreement is terminated in accordance with its terms.

Election Procedures. (ia) 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 any certificate (a “Certificate”) the certificates 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 Certificates or Book Entry Shares, respectively, to the Exchange Agent), ) in such form as Parent ETP shall reasonably specify and as shall be reasonably acceptable to the Company (the “Election Form”), ) shall be mailed together no less than thirty (30) days prior to the anticipated Closing Date or contemporaneously with on such other date as ETP and the Joint Proxy Statement Company shall mutually agree (the “Mailing Date”) to each holder of record of shares of Company Common Stock as of the close of business on the record date for notice of fifth business day prior to the Company Shareholders Meeting Mailing Date (the “Election Form Record Date”). (iib) 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 (Ai) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share makes a Mixed Consideration, Election; (Bii) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive makes a Cash Election; and (iii) the Per Share Stock Election Consideration, or (C) that such holder makes no election with respect to number of shares of such holder’s Company Common Stock (“Non-Election Shares”)with respect to which such holder makes a Common Unit Election. Any Company Common Stock 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 30th twentieth (20th) day following the Mailing Date (or such other time and date as ETP and the Company and Parent shall agree) (the “Election Deadline”) (other than any shares of Company Common Stock that constitute Appraisal Cancelled Shares as of such timeand Subsidiary Shares) shall also be deemed to be Non-“No Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares. (iiic) Parent ETP 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 Company Common Stock between the 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. (ivd) 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. If an After a Mixed Election, Cash Election Form purports or a Common Unit Election is validly made with respect to make an election for a certificated Share any shares of Company Common Stock or Book Entry SharesStock, then an Election Form shall be deemed properly completed only (A) 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 subsequent transfer of Book Entry Shares to the Exchange Agent as the Exchange Agent may reasonably request, collectively representing all such shares of Company Common Stock covered by shall automatically revoke such Election Form, together with duly executed transmittal materials included in the Election Formelection. Any Election Form may be revoked or changed by the Person person submitting such Election Form Form, by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company Common Stock represented by such Election Form shall become Non-No 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 FormShares, except to the extent (if any) a subsequent election is properly made with respect to any or all of such shares of Company Common StockStock prior to the Election Deadline. Subject to the terms of this Agreement and of the Election Form, Parent the Exchange Agent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good good-faith reasonable decisions of Parent (or the Exchange Agent, if so empowered) Agent regarding such matters shall be binding and conclusive. None of ParentETP, Merger Sub the Company or the Exchange Agent shall be under any obligation to notify any Person person of any defect in an Election Form. Elections will be deemed to be revoked if this Agreement is terminated in accordance with its terms.

Election Procedures. Each holder of record of Shares that were converted into the right to receive the Merger Consideration pursuant to Section 2.1 (i) 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 any certificate (a “Certificate”) theretofore representing shares of Company Common Stock or non-certificated shares represented by book entry (“Book Entry SharesHolder”) shall passhave the right, only upon proper delivery of such Certificates or Book Entry Shares, respectivelysubject to the limitations set forth in this Article II, to submit an election in accordance with the Exchange Agent), in such form as following procedures (an “Election”): (a) Parent shall specify and as shall be prepare a form reasonably acceptable to the Company (the “Election FormForm of Election”), ) which shall be mailed together or contemporaneously with to Holders so as to permit Holders to exercise their right to make an Election prior to the Joint Proxy Statement (the “Mailing Date”) to each holder of record of shares of Company Common Stock as of the close of business on the record date for notice of the Company Shareholders Meeting (the “Election Form Record Date”)Deadline. (iib) Parent shall use commercially reasonable efforts to cause the Form of Election to be sent to Holders as soon as reasonably practicable (and in no event later than five (5) business days) after the mailing of the Proxy Statements/Prospectus and to make available as promptly as reasonably practicable following a request therefor a Form of Election to any Holder who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. (c) Each Form of Election Form shall permit the holder Holders (or in the case of nominee record holders, the beneficial owner through appropriate proper instructions and customary documentation and instructions), other than any holder of any Excluded Shares documentation) to (i) elect to receive the Cash Consideration for all or any Appraisal Shares, to specify (A) the number of shares a portion of such holder’s Company Common Stock with respect to which such holder elects shares (a “Cash Election”), (ii) elect to receive the Per Share Mixed Consideration, (B) the number of shares Stock Consideration for all or a portion of such holder’s Company Common shares (a “Stock with respect to which such holder elects to receive the Per Share Stock Election ConsiderationElection”), or (Ciii) that such holder makes make no election with respect to such holder’s Company the receipt of the Cash Consideration or the Stock Consideration; provided, however, that, notwithstanding any other provision of this Agreement to the contrary, a number of Shares issued and outstanding immediately prior to the Effective Time (the “Stock Conversion Number”) shall be converted into the Stock Consideration so that 8,000,000 shares of Parent Common Stock are issued in the Merger and the remaining Shares issued and outstanding immediately prior to the Effective Time shall be converted into the Cash Consideration (the “Cash Consideration Number”). Shares as to which a Cash Election has been made and Shares that constitute Dissenting Shares as of the Election Deadline are referred to herein as “Cash Election Shares.” Shares as to which a Stock Election has been made are referred to herein as “Stock Election Shares.” Shares as to which no election has been made (or as to which a Form of Election is not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares”). Any Company Common Stock .” The aggregate number of Shares with respect to which a Stock Election has been made is referred to herein as the Exchange Agent has “Stock Election Number.” For the avoidance of doubt, if a Holder does not received an effective, submit a properly completed Form of Election Form on or before 5:00 p.m.in a timely fashion, New York time, on the 30th day following the Mailing Date (or Shares held by such other time and date as the Company and Parent Holder 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 designated Non-Election Shares. (iiid) Any Election shall have been made properly only if the Person authorized to receive Elections and to act as exchange agent in connection with the transactions contemplated by this Agreement, which Person shall be selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement reasonably acceptable to Parent and the Company entered into prior to the mailing of the Form of Election to Holders (the “Exchange Agent Agreement”), shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by, in the case of physical certificates representing Shares, 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 physical certificates representing Shares covered by such a 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 Parent, in its reasonable discretion. For uncertificated Shares held in book entry form (a “Book-Entry Share”), Parent shall make available one or more establish Election Forms as may procedures for such Shares, which procedures shall be reasonably be requested from time acceptable to time the Company. In the event that a Holder has provided a notice of intent to demand payment (a “Notice of Dissenter’s Intent”) pursuant to Section 13.21 of the MBCA, any Election submitted by all Persons who become holders such Holder (or beneficial owners) unless such Notice of Company Common Stock between the Election Form Record Date and the close of business on the Business Day Dissenter’s Intent shall have been withdrawn prior to the Election Deadline) shall be deemed invalid. (e) As used herein, unless otherwise agreed in writing by Parent and the Company shall provide to Company, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent all information reasonably necessary for it to perform as specified herein. is located) on the date that is three (iv3) Any election shall have been properly made only if the Exchange Agent shall have received a properly completed Election Form by the Election Deadline. If an Election Form purports to make an election for a certificated Share of Company Common Stock or Book Entry Sharesbusiness days prior to, then an Election Form shall be deemed properly completed only (A) if accompanied by one or more Certificates (or customary affidavits and, if required by Parent or the Surviving Corporationbut not including, 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 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. In the event an Election Form is 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 or all of such shares of Company Common Stock. Subject to the terms of this Agreement and of the Election Form, Parent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, 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, Merger Sub or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. Elections will be deemed to be revoked if this Agreement is terminated in accordance with its termsClosing Date.

Election Procedures. (i) An election form as Washington Mutual and other appropriate and customary transmittal materials Dime shall mutually agree (which shall specify that delivery shall "Election Form") will be effected, and risk of loss and title to 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 Certificates or Book Entry Shares, respectively, sent no later than 15 Business Days prior to the Exchange Agentexpected Effective Time (provided that it need not be sent until the Requisite Regulatory Approvals (as defined in Section 8.1(c), in such form as Parent shall 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”) have been obtained) to each holder of record of shares of Company Dime Common Stock and to each holder of record of warrants (each, a "Warrant Holder") with respect to Deemed Shares (as of defined in the close of business on the record date for notice of the Company Shareholders Meeting (the “Election Form Record Date”). (iiVoting/Purchase Agreement) Each Election Form shall permit the permitting such holder (or in the case of nominee record holders, the beneficial owner through appropriate proper instructions and customary documentation and instructions), other than any holder of any Excluded Shares or any Appraisal Shares, documentation) (i) to specify (A) the number of shares of such holder’s Company elect to receive Washington Mutual Common Stock with respect to which such holder elects to receive the Per Share Mixed Consideration, (B) the number of shares each share of such holder’s Company 's Dime Common Stock as provided herein or, in the case of each Warrant Holder, Deemed Shares as provided herein (the "Dime Stock Election Shares") or (ii) to elect to receive cash with respect to which each share of such holder elects to receive holder's Dime Common Stock as provided herein or, in the Per Share Stock Election Considerationcase of each Warrant Holder, or (C) that such holder makes no election with respect to such holder’s Company Common Stock the Deemed Shares as provided herein (“Non-the "Dime Cash Election Shares”"). Any Company shares of Dime Common Stock or Deemed Shares with respect to which the holder thereof or the Warrant Holder shall not, as of the Election Deadline, have made such an election by submission to an exchange agent that Washington Mutual shall designate with Dime's reasonable consent (the "Exchange Agent has not received Agent"), on an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the 30th day following the Mailing Date (or such other time and date as the Company 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 Non-Dime Stock Election Shares. (iii) 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 Common Stock 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 Exchange Agent all information reasonably necessary for it to perform as specified herein. (iv) . Any election shall have been properly made only if the Exchange Agent shall have received a properly completed Election Form by the Election 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 Dissenting Shares shall be deemed properly completed only (A) if accompanied by one or more Certificates (or customary affidavits andto be Dime Cash Election Shares, 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 and with respect to such Certificate) and/or (B) upon receipt shares the holders thereof shall in no event receive consideration comprised 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 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. In the event an Election Form is 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 or all of such shares of Company Washington Mutual Common Stock. Subject to the terms of this Agreement and of the Election Form, Parent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, 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, Merger Sub or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. Elections will be deemed to be revoked if this Agreement is terminated in accordance with its terms.

Election Procedures. (ia) 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 any certificate (a “Certificate”) theretofore representing shares of Company Common Stock or non-certificated shares represented by book entry (“Book Entry Shares”) Certificates shall pass, only upon proper delivery of such Certificates to a bank or Book Entry Shares, respectively, trust company designated by Buyer and reasonably satisfactory to Company (the “Exchange Agent”), ) in such form as Parent Company and Buyer shall specify and as shall be reasonably acceptable to the Company mutually agree (the “Election Form”), shall be mailed together or contemporaneously with no more than forty (40) and no less than twenty (20) Business Days prior to the Joint Proxy Statement anticipated Election Deadline (the “Mailing Date”) to each holder of record of shares of Company Common Stock as of the close of business on the record date for notice of the Company Shareholders Meeting (the “Election Form Record Date”). (ii) Stock. 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 such holder’s shares (a “Cash Election”), other than any holder (ii) elect to receive the Stock Consideration for all or a portion of any Excluded Shares such holder’s shares (a “Stock Election”), or any Appraisal Shares, (iii) make no election with respect to specify the receipt of the Cash Consideration or the Stock Consideration (Aa “Non-Election”); 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 (the “Stock Conversion Number”), shall be converted into the Stock Consideration and forty percent (40%) of such holder’s 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 “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 such holder elects to receive the Per Share Mixed Consideration, (B) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share a Stock Election Consideration, or has been made is referred to herein as the “Stock Election Number.” (Cb) that such holder makes no election with respect to such holder’s Company Common Stock (“Non-Election Shares”). Any Company Common Stock 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 30th day following 5th Business Day prior to the Mailing Closing Date to be mutually agreed upon by the parties (or which date shall be publicly announced by Buyer as soon as practicable prior to such other time and date as the Company and Parent shall agreedate) (the “Election Deadline”) (other than any shares ), accompanied by the Certificates as to which such Election Form is being made or by an appropriate guarantee of Company Common Stock that constitute Appraisal Shares as delivery of such time) shall also be deemed to be Non-Election Shares. (iii) Parent shall make available one or more Election Forms Certificates, as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Company Common Stock between set forth in the Election Form Record Date and Form, from a member of any registered national securities exchange or a commercial bank or trust company in the close of business on the Business Day prior to the Election Deadline, and the Company shall provide United States (provided that such Certificates are in fact delivered to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (iv) Any election shall have been properly made only if the Exchange Agent shall have received a properly completed Election Form by the Election 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 (A) if accompanied by one or more Certificates (or customary affidavits and, if time 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 guarantee of delivery; failure 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 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 acceptable to Company. If a holder of Company Common Stock either (i) does not submit a properly completed Election Form, together with duly executed transmittal materials included Form in a timely fashion or (ii) revokes the holder’s Election Form prior to the Election Form. Any Deadline (without later submitting a properly completed 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 revoked prior to the Election Deadline), the shares of Company Common Stock represented held by such Election Form holder shall become be designated Non-Election Shares Shares. In addition, all Election Forms shall automatically be revoked, and Parent shall cause all Certificates returned, if the Certificates representing such shares of Exchange Agent is notified in writing by Buyer and 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 or all of such shares of Company Common Stockthis Agreement has been terminated. Subject to the terms of this Agreement and of the Election Form, Parent the Exchange Agent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the any Election FormsForm, and any good faith reasonable decisions of Parent (or the Exchange Agent, if so empowered) Agent regarding such matters shall be binding and conclusive. None of Parent, Merger Sub or Neither Buyer nor the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. Elections . (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 deemed 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 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 remaining number of such 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”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the 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 the Merger and the Bank Merger shall together 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 to enable such tax opinions to be revoked if this Agreement is terminated in accordance with its termsrendered.

Election Procedures. (ia) 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 any certificate (a “Certificate”) the certificates 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 Certificates or Book Entry Shares, respectively, to the Exchange Agent), ) in such form as Parent ETP shall reasonably specify and as shall be reasonably acceptable to the Company (the “Election Form”), ) shall be mailed together no less than thirty (30) days prior to the anticipated Closing Date or contemporaneously with on such other date as ETP and the Joint Proxy Statement Company shall mutually agree (the “Mailing Date”) to each holder of record of shares of Company Common Stock as of the close of business on the record date for notice of fifth business day prior to the Company Shareholders Meeting Mailing Date (the “Election Form Record Date”). (iib) 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 Dissenting Shares, to specify (Ai) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share makes a Mixed Consideration, Election; (Bii) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive makes a Cash Election; and (iii) the Per Share Stock Election Consideration, or (C) that such holder makes no election with respect to number of shares of such holder’s Company Common Stock (“Non-Election Shares”)with respect to which such holder makes a Common Unit Election. Any Company Common Stock 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 30th twentieth (20th) day following the Mailing Date (or such other time and date as ETP and the Company and Parent shall agree) (the “Election Deadline”) (other than Cancelled Shares and Subsidiary Shares or any shares of Company Common Stock that constitute Appraisal Dissenting Shares as of at such time) shall also be deemed to be Non-“No Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares. (iiic) Parent ETP 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 Company Common Stock between the 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. (ivd) 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. If an After a Mixed Election, Cash Election Form purports or a Common Unit Election is validly made with respect to make an election for a certificated Share any shares of Company Common Stock or Book Entry SharesStock, then an Election Form shall be deemed properly completed only (A) 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 subsequent transfer of Book Entry Shares to the Exchange Agent as the Exchange Agent may reasonably request, collectively representing all such shares of Company Common Stock covered by shall automatically revoke such Election Form, together with duly executed transmittal materials included in the Election Formelection. Any Election Form may be revoked or changed by the Person person submitting such Election Form Form, by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company Common Stock represented by such Election Form shall become Non-No 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 FormShares, except to the extent (if any) a subsequent election is properly made with respect to any or all of such shares of Company Common StockStock prior to the Election Deadline. Subject to the terms of this Agreement and of the Election Form, Parent the Exchange Agent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good good-faith reasonable decisions of Parent (or the Exchange Agent, if so empowered) Agent regarding such matters shall be binding and conclusive. None of ParentETP, Merger Sub the Company or the Exchange Agent shall be under any obligation to notify any Person person of any defect in an Election Form. Elections will be deemed to be revoked if this Agreement is terminated in accordance with its terms.

Election Procedures. Subject to the terms of the Exchange Agent Agreement, each holder of record of shares of Alliance 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) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (i) An election the number of shares of Alliance 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 Alliance Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (b) WSFS shall prepare a form and other appropriate and customary transmittal materials reasonably acceptable to Alliance (the “Form of Election”) (which shall specify that delivery shall be effected, and risk of loss and title to any certificate (a “Certificate”) theretofore representing shares of Company Common Stock or non-certificated shares represented by book entry (“Book Entry Shares”) the Certificates shall pass, only upon proper delivery of such the Certificates or Book Entry Shares, respectively, to the Exchange Agent)) so as to permit those holders to exercise their right to make an Election prior to the Election Deadline. (c) Prior to the Mailing Date, in such form as Parent WSFS shall specify and as shall be appoint an exchange agent reasonably acceptable to the Company Alliance (the “Election FormExchange Agent”), shall be mailed together or contemporaneously with for the Joint Proxy Statement purpose of receiving Elections and exchanging shares of Alliance 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”). As soon as reasonably practicable after the Effective Time and in any event not later than five Business Days following the Effective Time (the “Mailing Date”) ), the Exchange Agent shall mail to each holder Holder of record of shares a Certificate a Form of Company Common Stock as Election and instructions for use in effecting the surrender of the close of business on Certificates in exchange for the record date for notice of the Company Shareholders Meeting (the “Election Form Record Date”). (ii) 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 shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Mixed Merger Consideration, (B) in such form as Alliance and WSFS may reasonably agree. Subject to the number terms of shares of such holder’s Company 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 (“Non-Election Shares”). Any Company Common Stock with respect to which the Exchange Agent has not received an effectiveAgreement, properly completed any Election Form on or before 5:00 p.m., New York time, on the 30th day following the Mailing Date (or such other time and date as the Company 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 Non-Election Shares. (iii) 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 Common Stock 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 Exchange Agent all information reasonably necessary for it to perform as specified herein. (iv) Any election shall have been made properly made only if the Exchange Agent shall have received a properly completed Election Form received, by the Election Deadline. If an , a Form of Election Form purports to make an election for a certificated Share properly completed and signed and accompanied by Certificates representing the shares of Company Alliance Common Stock to which such Form of Election relates, duly endorsed in blank or Book Entry Sharesotherwise in acceptable form or by an appropriate customary guarantee of delivery of such Certificates, then an Election Form shall be deemed properly completed only (A) 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, as set forth in such reasonable amount as the Surviving Corporation may directForm of Election, as indemnity against any claim from a firm that may be made against it with respect to such Certificate) and/or (B) upon receipt of is an “agent’s messageeligible guarantor institution” by (as defined in Rule 17Ad-15 under the Exchange Agent or Act); provided, that such other evidence of transfer of Book Entry Shares Certificates are in fact delivered to the Exchange Agent as by the Exchange Agent may reasonably requesttime required in such guarantee of delivery, collectively representing all any additional documents specified in the procedures set forth in the Form of Election. Failure to deliver shares of Company Alliance 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 Election, unless otherwise determined by WSFS, in its sole and absolute discretion. As used herein, unless otherwise agreed in advance by Alliance and WSFS, “Election Form, together with duly executed transmittal materials included Deadline” means 5:00 p.m. local time (in the Election Form. Any Election Form may be revoked or changed by city in which the Person submitting such Election Form by written notice received by principal office of the Exchange Agent is located) on the date that is 30 days following the Effective Time. WSFS shall issue a press release announcing the anticipated date of the Election Deadline not more than 10 Business Days before, and at least five Business Days prior to to, the Election Deadline. In the event an Election Form is 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 or all of such shares of Company Common Stock. Subject to the terms of this Agreement and of the Election Form, Parent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, 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, Merger Sub or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. Elections will be deemed to be revoked if this Agreement is terminated in accordance with its terms.

Election Procedures. (ia) 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 any certificate (a “Certificate”) theretofore representing shares of Company Common Stock or non-certificated shares represented by book entry (“Book Entry Shares”) Certificates shall pass, only upon proper delivery of such Certificates to a bank or Book Entry Shares, respectively, trust company designated by Buyer and reasonably satisfactory to the Company (the “Exchange Agent”), ) in such form as Parent shall specify and as shall be reasonably acceptable to the Company and Buyer shall mutually agree (the “Election Form”), shall be mailed together no less than 20 Business Days prior to the anticipated Closing Date or contemporaneously with such other date as the Joint Proxy Statement Company and Buyer shall mutually agree (the “Mailing Date”) to each holder of record of shares of Company Common Stock as of five Business Days prior to the close of business on the record date for notice of the Company Shareholders Meeting (the “Election Form Record Mailing Date”). (ii) . 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 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 Cash Consideration or the Stock Consideration (a “Non-Election”); provided, however, that, notwithstanding any other than provision of this Agreement to the contrary, 60 percent (60%) of the shares of Company Common Stock issued and outstanding immediately prior to Effective Date (which shall not 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 any Excluded 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 any Appraisal as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares, to specify (A) the .” The aggregate number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Mixed Consideration, (B) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share a Stock Election Consideration, or has been made is referred to herein as the “Stock Election Number.” (Cb) that such holder makes no election with respect to such holder’s Company Common Stock (“Non-Election Shares”). Any Company Common Stock 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 30th 25th day following the Mailing Date (or such other time and date as mutually agreed upon by the Company and Parent parties (which date shall agreebe publicly announced by Buyer as soon as practicable prior to such date)) (the “Election Deadline”), accompanied by the Certificate(s) (other than any shares as to which such Election Form is being made or by an appropriate guarantee of Company Common Stock that constitute Appraisal Shares as delivery of such time) shall also be deemed to be Non-Election Shares. (iii) Parent shall make available one or more Election Forms Certificate(s), as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Company Common Stock between set forth in the Election Form Record Date and Form, from a member of any registered national securities exchange or a commercial bank or trust company in the close of business on the Business Day prior to the Election DeadlineUnited States (provided, and the Company shall provide however, that such Certificate(s) are in fact delivered to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (iv) Any election shall have been properly made only if the Exchange Agent shall have received a properly completed Election Form by the Election 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 (A) if accompanied by one or more Certificates (or customary affidavits and, if time 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 guarantee of delivery; failure 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 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 (i) does not submit a properly completed Election Form, together with duly executed transmittal materials included Form in a timely fashion or (ii) revokes the holder’s Election Form prior to the Election Form. Any Deadline (without later submitting a properly completed 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 revoked prior to the Election Deadline), the shares of Company Common Stock represented held by such Election Form holder shall become be designated 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 or all of such shares of Company Common StockShares. Subject to the terms of this Agreement and of the Election Form, Parent the Exchange Agent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the any Election FormsForm, and any good faith reasonable decisions of Parent (or the Exchange Agent, if so empowered) Agent regarding such matters shall be binding and conclusive. None of Parent, Merger Sub or Neither Buyer nor the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. Elections . (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 deemed made as set forth in this Section 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 revoked 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 remaining number of such 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”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner: (A) if this Agreement the Shortfall Number is terminated 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 2.3 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in accordance 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 its termsthe 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. (ia) 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 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 Certificates or Book Entry Shares, respectively, to the Exchange Agent), in such form as Parent and Company shall specify and as shall be reasonably acceptable to the Company mutually agree (the “Election Form”), ) shall be mailed together thirty-five (35) days prior to the anticipated Closing Date or contemporaneously with the Joint Proxy Statement on such other date as Parent and Company shall mutually agree (the “Mailing Date”) to each holder of record of shares of Company Common Stock as of the close of business on the record date for notice of fifth business day prior to the Company Shareholders Meeting Mailing Date (the “Election Form Record Date”). (iib) 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 any holder holders of any Excluded Dissenting Shares or any Appraisal Shares, to specify (Ai) the number of shares of such holder’s Company Common Stock with respect to which such holder elects desires to receive the Per Share Mixed Considerationmake a Stock Election (“Stock Election Shares”), (Bii) the number of shares of such holder’s Company Common Stock with respect to which such holder elects desires to receive the Per Share Stock make a Cash Election Consideration, (“Cash Election Shares”) or (Ciii) that such holder makes no election with respect to the number of shares of such holder’s Company Common Stock with respect to which such holder makes no election (“Non-No Election Shares”). Any Company 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 30th day following the Mailing Date (or such other time and date as the Parent and Company and Parent shall may mutually 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 Non-No Election Shares. (iiic) 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 Company Common Stock between the 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. (ivd) 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. If an Election Form purports to make an election for a certificated Share of Company Common Stock or Book Entry Shares, then an An Election Form shall be deemed properly completed only (A) if accompanied by one or more Old Certificates (or customary affidavits and, if required by Parent and indemnification regarding the loss or destruction of such certificates or the Surviving Corporation, the posting by guaranteed delivery of 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 Certificatecertificates) 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 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 person submitting such Election Form only by written notice received by the Exchange Agent prior to the Election Deadline. In the 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 Exchange Agent by the Election Deadline, the shares of Company Common Stock represented by such Election Form shall become Non-No Election Shares and Parent shall cause the Old Certificates representing such shares of Company Common Stock or Book Entry Shares to be promptly returned without charge to the Person 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 or all of such shares of Company Common Stock. Subject to the terms of this Agreement and of the Election Form, Parent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, 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, Merger Sub or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. Elections will be deemed to be revoked if this Agreement is terminated in accordance with its terms.Election

Election Procedures. (i) 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 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 Certificates or Book Entry Shares, respectively, to the Exchange Agent), in such form as Parent shall 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 each Each holder of record of shares of Company Common Stock as of (“Holder”) shall have the close of business on right, subject to the record date for notice of limitations set forth in this Article I, to submit an election in accordance with the Company Shareholders Meeting (the “Election Form Record Date”).following procedures: (iii) Each Election Form shall permit Holder may specify in a request made in accordance with the holder provisions of this Section 1.9 (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 herein called an “Election”) (Ai) the number of shares of such holder’s Company Common Stock owned by such Holder with respect to which such holder elects Holder desires to receive the Per Share Mixed Consideration, make a Convertible Notes Election and (Bii) the number of shares of such holder’s Company Common Stock owned by such Holder with respect to which such holder elects Holder desires to receive the Per Share Stock Election Consideration, or make a Cash Election. (Cii) that such holder makes no election with respect Parent shall prepare a form reasonably acceptable to such holder’s Company Common Stock (“Non-Election Shares”). Any Company 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 30th day following the Mailing Date (or such other time and date as the Company and Parent shall agree) (the “Election DeadlineForm of Election”) (other than any shares which shall be mailed to Holders so as to permit the exercise of Company Common Stock that constitute Appraisal Shares as of such time) shall also be deemed to be Non-Election Shares. (iii) 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 Common Stock 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 Exchange Agent all information reasonably necessary for it to perform as specified herein. (iv) Any election shall have been properly made only if the Exchange Agent shall have received a properly completed Election Form by the Election Deadline. If an Election Form purports their right 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 (A) 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 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. In Parent shall make the event an Form of Election initially available not less than twenty (20) Business Days prior to the anticipated Election Deadline and shall use its commercially reasonable efforts to make available as promptly as possible a Form is revoked of Election to any Holder who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. (iii) 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 or persons shall be a bank or trust company selected by Parent with the shares consent of Company Common Stock represented by the Company, 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 consent not to be promptly returned without charge unreasonably withheld (the “Exchange Agent”), pursuant to an agreement substantially in the form of Exhibit A hereto (the “Exchange Agent Agreement”) entered into prior to the Person submitting mailing of the Form of Election to Holders, shall have received, by the Election Deadline, a Form upon written request of Election properly completed and signed. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” shall mean 5:00 p.m. New York City time on the date of the Company Stockholders’ Meeting. Parent and the Company shall cooperate to that effect from issue a press release reasonably satisfactory to each of them announcing the holder who submitted the Election Form, except to the extent (if any) a subsequent election is properly made with respect to any or all of such shares of Company Common Stock. Subject to the terms of this Agreement and date of the Election FormDeadline not more than fifteen (15) Business Days before, Parent shall have sole discretionand at least five (5) Business Days prior to, which it may delegate in whole or in part to the Exchange Agent, to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, 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, Merger Sub or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. Elections will be deemed to be revoked if this Agreement is terminated in accordance with its termsDeadline.

Election Procedures. Each holder of record of Shares that were converted into the right to receive the Merger Consideration pursuant to Section 2.1 (i) 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 any certificate (a “Certificate”) theretofore representing shares of Company Common Stock or non-certificated shares represented by book entry (“Book Entry SharesHolder”) shall passhave the right, only upon proper delivery of such Certificates or Book Entry Shares, respectivelysubject to the limitations set forth in this Article II, to submit an election in accordance with the Exchange Agent), in such form as following procedures (an “Election”): (a) Parent shall specify and as shall be prepare a form reasonably acceptable to the Company (the “Election FormForm of Election”), ) which shall be mailed together or contemporaneously with to Holders so as to permit Holders to exercise their right to make an Election prior to the Joint Proxy Statement (the “Mailing Date”) to each holder of record of shares of Company Common Stock as of the close of business on the record date for notice of the Company Shareholders Meeting (the “Election Form Record Date”)Deadline. (iib) Parent shall use commercially reasonable efforts to cause the Form of Election to be sent to Holders as soon as reasonably practicable (and in no event later than five (5) business days) after the Effective Time and to make available as promptly as reasonably practicable following a request therefor a Form of Election to any Holder who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. (c) Each Form of Election Form shall permit the holder Holders (or in the case of nominee record holders, the beneficial owner through appropriate proper instructions and customary documentation and instructions), other than any holder of any Excluded Shares documentation) to (i) elect to receive the Cash Consideration for all or any Appraisal Shares, to specify (A) the number of shares a portion of such holder’s Company Common Stock with respect to which such holder elects shares (a “Cash Election”), (ii) elect to receive the Per Share Mixed Consideration, (B) the number of shares Stock Consideration for all or a portion of such holder’s Company Common shares (a “Stock with respect to which such holder elects to receive the Per Share Stock Election ConsiderationElection”), or (Ciii) that such holder makes make no election with respect to such holder’s Company Common the receipt of the Cash Consideration or the Stock Consideration; provided, however, that, notwithstanding any other provision of this Agreement to the contrary, 5,206,838 Shares issued and outstanding immediately prior to the Effective Time (the “Stock Conversion Number”) shall be converted into the Stock Consideration and the remaining Shares issued and outstanding immediately prior to the Effective Time shall be converted into the Cash Consideration (the “Cash Consideration Number”). Shares as to which a Cash Election has been made and Shares that constitute Dissenting Shares as of the Election Deadline are referred to herein as “Cash Election Shares.” Shares as to which a Stock Election has been made are referred to herein as “Stock Election Shares.” Shares as to which no election has been made (or as to which a Form of Election is not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares”). Any Company Common Stock .” The aggregate number of Shares with respect to which a Stock Election has been made is referred to herein as the Exchange Agent has “Stock Election Number.” For the avoidance of doubt, if a Holder does not received an effective, submit a properly completed Form of Election Form on or before 5:00 p.m.in a timely fashion, New York time, on the 30th day following the Mailing Date (or Shares held by such other time and date as the Company and Parent Holder 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 designated Non-Election Shares. (iiid) Any Election shall have been made properly only if the Person authorized to receive Elections and to act as exchange agent in connection with the transactions contemplated by this Agreement, which Person shall be selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement reasonably acceptable to Parent and the Company entered into prior to the mailing of the Form of Election to Holders (the “Exchange Agent Agreement”), shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by, in the case of physical certificates representing Shares, 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 physical certificates representing Shares covered by such a 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 Parent, in its reasonable discretion. For uncertificated Shares held in book entry form (a “Book-Entry Share”), Parent shall make available one or more establish Election Forms as may procedures for such Shares, which procedures shall be reasonably be requested from time acceptable to time the Company. In the event that a Holder has provided a notice of intent to demand payment (a “Notice of Dissenter’s Intent”) pursuant to Section 13.21 of the MBCA, any Election submitted by all Persons who become holders such Holder (or beneficial owners) unless such Notice of Company Common Stock between the Election Form Record Date and the close of business on the Business Day Dissenter’s Intent shall have been withdrawn prior to the Election Deadline) shall be deemed invalid. (e) As used herein, unless otherwise agreed in writing by Parent and the Company shall provide to Company, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent all information reasonably necessary for it to perform as specified herein. is located) on the date that is twenty (iv20) Any election shall have been properly made only if the Exchange Agent shall have received a properly completed Election Form by the Election Deadline. If an Election Form purports to make an election for a certificated Share of Company Common Stock or Book Entry Sharesbusiness days following, then an Election Form shall be deemed properly completed only (A) if accompanied by one or more Certificates (or customary affidavits and, if required by Parent or the Surviving Corporationbut not including, the posting by such Person date 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 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. In the event an Election Form is 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 or all of such shares of Company Common Stock. Subject to the terms of this Agreement and mailing of the Election Form, Parent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith reasonable decisions Form of Parent (or the Exchange Agent, if so empowered) regarding such matters shall be binding and conclusive. None of Parent, Merger Sub or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. Elections will be deemed to be revoked if this Agreement is terminated in accordance with its termsElection.

Election Procedures. (ia) An Not less than thirty (30) days prior to the anticipated Initial Merger Effective Time or on such other date as Parent and the Company mutually agree (the “Mailing Date”), the Company shall cause to be mailed 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 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 Certificates or Book Entry Shares, respectively, to the Exchange Agent)materials, in such form as Parent the Company shall reasonably specify and as shall be reasonably acceptable to the Company Parent (the “Election Form”), shall be mailed together or contemporaneously with the Joint Proxy Statement (the “Mailing Date”) to each record holder of record of shares of Company Common Stock (other than the Excluded Shares) as of a date that is five (5) Business Days prior to the close of business on Mailing Date or such other date as mutually agreed to by Parent and the record date for notice of the Company Shareholders Meeting (the “Election Form Record Date”)Company. (iib) 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, Company Common Stock to specify (Ai) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Mixed Consideration, (Bii) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Stock Election Consideration, (iii) the number of shares of Company Common Stock with respect to which such holder elects to receive the Cash Election Consideration or (Civ) that such holder makes no election with respect to such holder’s shares of Company Common Stock (“Non-Election Shares”)Stock. Any shares of Company 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 timeCentral Time, on the 30th day following Business Day that is five (5) Business Days prior to the Mailing Closing Date (or such other time and date as Parent and the Company and Parent shall agree) shall, prior to the Closing, mutually 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 Non-No Election Shares. (iii) . 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 Common Stock 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 publicly announce the Exchange Agent all information reasonably necessary for it to perform as specified herein. anticipated Election Deadline at least five (iv5) Any election shall have been properly made only if the Exchange Agent shall have received a properly completed Election Form by the Election 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 (A) 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 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 Business Days prior to the Election Deadline. In If the event an Election Form Closing Date is revoked prior delayed to a subsequent date, the Election DeadlineDeadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the shares rescheduled Election Deadline. For the purposes of this Agreement, “No Election Share” means each share of Company Common Stock represented by such for which no election to receive Mixed Consideration, Cash Election Form shall become Non-Consideration or Stock 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 Consideration has been properly made in accordance 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, Parent shall have sole discretion, Section 1.13 or for which it may delegate in whole or in part to the Exchange Agent, to determine whether any election, revocation or change such election has been properly or timely made and to disregard immaterial defects in the Election Forms, 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, Merger Sub or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. Elections will be deemed to be revoked if this Agreement is terminated in accordance with its termsthe terms of this Section 1.13.

Election Procedures. (ia) An Not less than thirty (30) days prior to the anticipated Effective Time (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 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 Certificates or Book Entry Shares, respectively, to the Exchange Agent), in such form as Parent shall 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 each holder of record of shares of Company Common Stock as of five (5) Business Days prior to the close of business on the record date for notice of the Company Shareholders Meeting Mailing Date (the “Election Form Record Date”). (iib) Each Election Form shall permit the holder (or the beneficial owner 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 shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Mixed Consideration, (Bi) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Stock Consideration (the “Stock Election ConsiderationShares”), (ii) 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 (the “Cash Election Shares”) or (Ciii) that such holder makes no election with respect to such holder’s Company Common Stock (the “Non-No Election Shares”). Any Company Common Stock with respect to which the Exchange Agent has does not received receive an effective, properly completed Election Form on or before 5:00 p.m., New York time, on during the 30th day following period from the Mailing Date (or such other time and date as to the Company and Parent shall agree) Election Deadline (the “Election DeadlinePeriod”) (other than any shares of Company Common Stock that constitute Appraisal Shares as of such time) shall also be deemed to be Non-No Election Shares. Parent shall publicly announce the anticipated Election Deadline at least five (5) Business Days prior to the anticipated Effective Time. If the Effective Time 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. (iiic) 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 ownersBeneficial Owners) of Company Common Stock between during the Election Form Record Date and the close of business on the Business Day prior to the Election DeadlinePeriod, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (ivd) 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 by during the Election 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 (A) 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 Form, together with duly executed transmittal materials included in the Election FormPeriod. Any Election Form may be revoked or changed by the Person submitting such Election Form Form, by written notice received by the Exchange Agent prior to during the Election DeadlinePeriod. In the event an Election Form is revoked prior to during the Election DeadlinePeriod, the shares of Company Common Stock represented by such Election Form shall become Non-No 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 FormShares, except to the extent (if any) a subsequent election is properly made during the Election Period 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, Parent the Exchange Agent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith reasonable decisions of Parent (or the Exchange Agent, if so empowered) Agent regarding such matters shall be binding and conclusive. None of Parent, Merger Sub Parent or the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. Elections will be deemed to be revoked if this Agreement is terminated in accordance with its terms.

Election Procedures. (ia) 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 any certificate (a “Certificate”) theretofore representing shares of Company Common Stock or non-certificated shares represented by book entry (“Book Entry Shares”) Certificates shall pass, only upon proper delivery of such Certificates to a bank or Book Entry Shares, respectively, to the Exchange Agent), in such form as Parent shall specify trust company designated by Buyer 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 together no less than 20 Business Days prior to the anticipated Closing Date or contemporaneously with such other date as the Joint Proxy Statement Company and Buyer shall mutually agree (the “"Mailing Date”") to each holder of record of shares of Company Common Stock as of five Business Days prior to the close of business on the record date for notice of the Company Shareholders Meeting (the “Election Form Record Mailing Date”). (ii) . 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 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 Cash Consideration or the Stock Consideration (a "Non-Election"); provided, however, that, notwithstanding any other than provision of this Agreement to the contrary, but subject to Section 2.5, 2,347,000 shares of Company Common Stock issued and outstanding 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 any Excluded 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 any Appraisal as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as "Non-Election Shares, to specify (A) the ." The aggregate number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Mixed Consideration, (B) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share a Stock Election Consideration, or has been made is referred to herein as the "Stock Election Number." (Cb) that such holder makes no election with respect to such holder’s Company Common Stock (“Non-Election Shares”). Any Company Common Stock 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 30th 25th day following the Mailing Date (or such other time and date as mutually agreed upon by the Company parties (which date shall be at least five Business Days prior to the anticipated Closing Date and Parent shall agreebe publicly announced by Buyer as soon as practicable prior to such date)) (the “"Election Deadline”) (other than any shares "), accompanied by the Certificates as to which such Election Form is being made or by an appropriate guarantee of Company Common Stock that constitute Appraisal Shares as delivery of such time) shall also be deemed to be Non-Election Shares. (iii) Parent shall make available one or more Election Forms Certificates, as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Company Common Stock between set forth in the Election Form Record Date and Form, from a member of any registered national securities exchange or a commercial bank or trust company in the close of business on the Business Day prior to the Election DeadlineUnited States (provided, and the Company shall provide however, that such Certificates are in fact delivered to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (iv) Any election shall have been properly made only if the Exchange Agent shall have received a properly completed Election Form by the Election 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 (A) if accompanied by one or more Certificates (or customary affidavits and, if time 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 guarantee of delivery; failure 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 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 acceptable to the Company. If a holder of Company Common Stock either (i) does not submit a properly completed Election Form, together with duly executed transmittal materials included Form in a timely fashion or (ii) revokes the holder's Election Form prior to the Election Form. Any Deadline (without later submitting a properly completed 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 revoked prior to the Election Deadline), the shares of Company Common Stock represented held by such Election Form holder shall become be designated Non-Election Shares Shares. In addition, all Election Forms shall automatically be revoked, and Parent shall cause all Certificates returned, if the Certificates representing such shares of Exchange Agent is notified in writing by Buyer and the 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 or all of such shares of Company Common Stockthis Agreement has been terminated. Subject to the terms of this Agreement and of the Election Form, Parent the Exchange Agent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the any Election FormsForm, and any good faith reasonable decisions of Parent (or the Exchange Agent, if so empowered) Agent regarding such matters shall be binding and conclusive. None of Parent, Merger Sub or Neither Buyer nor the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. Elections . (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 deemed made as set forth in this Section 2.4(c) (with the Exchange Agent to determine, consistent with Section 2.4(a), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be revoked 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 remaining number of such 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"), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner: (A) if this Agreement the Shortfall Number is terminated 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 2.3 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in accordance 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 its termsthe 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. (ia) An election form Subject to the proration and other appropriate and customary transmittal materials (which shall specify that delivery shall be effectedredesignation procedures set forth in Section 1.10, and risk each holder of loss and title to any certificate (a “Certificate”) theretofore representing record of shares of Company Common Stock (excluding Dissenting Shares) will be entitled to elect to receive for each such share the Cash Consideration or non-certificated shares represented by book entry (“Book Entry Shares”) the Parent Stock Consideration. All such elections shall pass, only upon proper delivery of such Certificates or Book Entry Shares, respectively, to the Exchange Agent), be made on an election form designed for that purpose in such form as Parent shall specify and as shall be reasonably acceptable to the Company mutually agree (the an “Election Form”). Holders of record of shares of Company Common Stock who hold such shares as nominees, trustees or in other representative capacities (“Share Representatives”) may submit multiple Election Forms, provided that such Share Representative certifies that each such Election Form covers all the shares of Company Common Stock held by each such Share Representative for a particular beneficial owner. (b) The maximum number of shares of Company Common Stock to be converted into the right to receive Cash Consideration for such shares, consisting of those shares subject to Cash Elections, shall be an amount equal to twenty-five percent of the number of shares of Company Common Stock outstanding immediately prior to the Effective Time (excluding Dissenting Shares) (the “Maximum Cash Election Number”). The maximum number of shares of Company Common Stock to be converted into the right to receive Parent Stock Consideration for such shares, consisting of those shares subject to Stock Elections, shall be an amount equal to seventy-five percent of the number of shares of Company Common Stock outstanding immediately prior to the Effective Time (the “Maximum Stock Election Number”). (c) The Election Form shall be mailed together or contemporaneously with the Joint Proxy Statement (the “Mailing Date”) to each holder all holders of record of shares of Company Common Stock as of the close of business on the record date for notice of the Company Shareholders Meeting (the “Election Form Record Date”). (ii) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions)Stockholders Meeting. Thereafter, other than any holder of any Excluded Shares or any Appraisal Shares, to specify (A) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Mixed Consideration, (B) the number of shares of such holder’s Company 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 (“Non-Election Shares”). Any Company 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 30th day following the Mailing Date (or such other time and date as the Company and Parent shall agree) (each use its reasonable and diligent efforts to mail or make available the “Election Deadline”) (other than any Form to all persons who become holders of shares of Company Common Stock that constitute Appraisal Shares as of such time) shall also be deemed to be Non-Election Shares. (iii) 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 Common Stock during the period between the Election Form Record Date record date for the Company Stockholders Meeting and the close of business on the Business Day prior to the Election Deadline, and the Company Parent shall provide to the Exchange Agent with all information reasonably necessary for it to perform as specified herein. (iv) Any election shall have been properly made only if the Exchange Agent shall have received a properly completed Election Form by the Election Deadline. If To be effective, 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 must be deemed properly completed only (A) 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” and received by the Exchange Agent on or such other evidence of transfer of Book Entry Shares before 5:00 p.m., Chicago Time, on the fifth Business Day prior to the Exchange Agent as Effective Time (the Exchange Agent may reasonably request, collectively representing all shares of Company Common Stock covered by such “Election Form, together with duly executed transmittal materials included in the Election FormDeadline”). Any Election Form may be revoked or changed modified by the Person person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or modification is actually received by the Exchange Agent at or prior to the Election Deadline. In the event an Election Form is 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 or all of such shares of Company Common Stock. Subject to the terms of this Agreement and of the Election Form, Parent the Exchange Agent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, reasonable discretion to determine whether any election, revocation or change modification has been properly or timely made and to disregard immaterial defects in the any Election FormsForm, and any good faith reasonable decisions of Parent (or the Exchange Agent, if so empowered) Agent regarding such matters shall be binding and conclusive. (d) Any Election Form received by the Exchange Agent after the Election Deadline shall be deemed to be a Stock Election and any holder of Company Common Stock not returning an effective Election Form to the Exchange Agent prior to the Election Deadline (including any holder of Dissenting Shares who has not returned an effective Election Form prior to the Election Deadline) shall be deemed to have made a Stock Election. None of ParentIn addition, Merger Sub or if the Exchange Agent shall be under have determined that any obligation to notify any Person of any defect in an purported Stock Election Form. Elections will or Cash Election was not properly made, such purported Stock Election or Cash Election shall be deemed to be revoked if this Agreement is terminated in accordance with its termsof no force and effect and the holder of shares of Company Common Stock making such purported Stock Election or Cash Election shall for all purposes hereof be deemed to have made a Stock Election.

Election Procedures. (i) 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 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 Certificates or Book Entry Shares, respectively, to the Exchange Agent), in such form as Parent Galaxy and Mars shall specify and as shall be reasonably acceptable to the Company mutually agree (the “Election Form”), ) shall be mailed mailed, together or contemporaneously with appropriate transmittal materials, at the time of mailing to holders of record of Galaxy Common Stock of the Joint Proxy Statement Statement/Prospectus in connection with the Galaxy Meeting (the “Mailing Date”) to each holder of record of shares of Company Galaxy Common Stock as of the close of business on the record date for notice of fifth Business Day prior to the Company Shareholders Meeting Mailing Date (the “Election Form Record Date”). (ii) 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 shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Mixed Consideration, (B) the number of shares of such holder’s Company Galaxy Common Stock with respect to which such holder elects to receive the Per Share Stock Consideration (the “Stock Election ConsiderationShares”), (B) the number of shares of such holder’s Galaxy Common Stock with respect to which such holder elects to receive the Per Share Cash Consideration (the “Cash Election Shares”) or (C) that such holder makes no election with respect to such holder’s Company Galaxy Common Stock (the “Non-No Election Shares”). Any Company Galaxy 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 30th Business Day immediately prior to the day following of the Mailing Date (or such other time and date as the Company and Parent shall agree) Galaxy Meeting (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 Non-No Election Shares. (iii) Parent Mars 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 Company Galaxy Common Stock between the Election Form Record Date and the close of business on the Business Day day prior to the Election Deadline, and the Company Galaxy shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (iv) 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. If an Election Form purports to make an election for a certificated Share of Company Common Stock or Book Entry Shares, then an An Election Form shall be deemed properly completed only (A) if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the destruction of such Certificates or the guaranteed delivery of such Certificates and, if required by Parent or the Surviving CorporationExchange Agent, the posting by the holder of such Person Certificate of a bond, bond in such reasonable customary 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 Galaxy 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 person submitting such Election Form Form, only by written notice received by the Exchange Agent prior to the Election Deadline. In the 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 Exchange Agent by the Election Deadline, the shares of Company Galaxy Common Stock represented by such Election Form shall become Non-No Election Shares and Parent Mars shall cause the Certificates representing such shares of Company Common Stock or Book Entry Shares to be promptly returned without charge to the Person 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 or all of such shares of Company Common Stock. Subject to the terms of this Agreement and of the Election Form, Parent the Exchange Agent shall have sole discretion, which it may delegate reasonable discretion in whole or in part to the Exchange Agent, consultation with Mars to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith reasonable decisions decision of Parent (or the Exchange Agent, if so empowered) Mars regarding such matters shall be binding and conclusive. None of ParentNeither Holdco, Merger Sub or Mars, Galaxy nor the Exchange Agent shall be under any obligation to notify any Person person of any defect in an Election Form. Elections will be deemed . (v) As soon as practicable after the Effective Time, Mars shall instruct the Exchange Agent to be revoked if this Agreement is terminated effect the allocation among the holders of Galaxy Common Stock of rights to receive Holdco Common Stock or cash in the Galaxy Merger in accordance with its terms.the Election Forms as follows:

Election Procedures. Each holder of record of shares of Target 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 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) Before the Effective Time, Buyer shall appoint First-Citizens Bank & Trust Company, 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 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 Certificates or Book Entry Shares, respectively, to the Exchange Agent)materials, in such form as Parent Target and Buyer shall specify and as shall be reasonably acceptable to the Company mutually agree (the “Election Form”), shall be mailed together no more than 40 business days and no less than 20 business days before the anticipated Effective Time or contemporaneously with the Joint Proxy Statement on such earlier date as Target and Buyer shall mutually agree (the “Mailing Date”) to each holder of record of shares of Company Common Stock Holder as of five business days before the close of business on the record date for notice of the Company Shareholders Meeting Mailing Date (the “Election Form Record Date”). (ii) . Each Election Form shall permit such Holder, subject to the holder (or the beneficial owner through appropriate allocation and customary documentation and instructions), other than any holder of any Excluded Shares or any Appraisal Shareselection procedures set forth in this Section 2.1, to specify (Ai) the number of shares of such holder’s Company Common Stock with respect to which such holder elects elect to receive the Per Share Mixed ConsiderationCash Consideration for all of the shares of Target Common Stock held by such Holder in accordance with Section 1.4(c), (Bii) the number of shares of such holder’s Company Common Stock with respect to which such holder elects elect to receive the Per Share Stock Election ConsiderationConsideration 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 Target Common Stock and the Cash Consideration for the remaining part of such Holder’s Target Common Stock or (Civ) indicate that such holder makes Holder has no election with respect preference as to such holder’s Company the receipt of cash or Buyer Common Stock for such shares (a “Non-Election SharesElection”). 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 of the shares of Target Common Stock held by such Representative for a particular beneficial owner. Any Company shares of Target 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 30th 25th day following after the Mailing Date (or such other time and date as Buyer and Target may mutually agree as set forth in the Company and Parent shall agreeElection Form) (the “Election Deadline”) (other than any shares of Company Common Stock ); provided, however, that constitute Appraisal Shares as of such time) the Election Deadline may not occur before the 25th day following the Mailing Date or after the business day before the Closing Date. Buyer shall also be deemed use all reasonable efforts to be Non-Election Shares. (iii) Parent shall make available one or more as promptly as possible an Election Form to any Holder who requests such Election Form following the initial mailing of the Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Company Common Stock between the Election Form Record Date and the close of business on the Business Day prior to before the Election Deadline, and the Company . Target shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (iv) Any election . 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. If an a Holder either (i) does not submit a properly completed Election Form purports to make an election for in a certificated Share timely fashion or (ii) revokes its Election Form before the Election Deadline (without later submitting a properly completed Election Form before the Election Deadline), the shares of Company Target Common Stock or Book Entry Shares, then an Election Form held by such Holder shall be deemed properly completed only (A) if accompanied designated as Non-Election Shares. Any Holder may revoke or change his or her Election 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 written notice to the Exchange Agent as the Exchange Agent may reasonably request, collectively representing all shares only if such notice 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 revocation or changed by the Person submitting such Election Form by written notice change is actually received by the Exchange Agent prior to at or before the Election Deadline. In the event an Election Form is 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 or all of such shares of Company Common Stock. Subject to the terms of this Agreement and of the Election Form, Parent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, 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, Merger 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 an Election Form. Elections will be deemed to be revoked if this Agreement is terminated in accordance with its termssuch Election, modification or revocation has been properly made.

Election Procedures. 3.2.1. Holders of FSBI Common Stock may elect to receive shares of PFS Common Stock or cash (iin either case without interest) in exchange for their shares of FSBI Common Stock in accordance with the following procedures, provided that, in the aggregate, and subject to the provisions of Section 3.2.6, 60% of the total number of shares of FSBI Common Stock issued and outstanding at the Effective Time, including any Dissenting Shares but excluding any Treasury Stock (the “Stock Conversion Number”), shall be converted into the Stock Consideration and the remaining outstanding shares of FSBI Common Stock shall be converted into the Cash Consideration. Shares of FSBI 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 FSBI Common Stock as to which a Stock Election has been made (including, pursuant to a Mixed Election) are referred to as “Stock Election Shares.” Shares of FSBI 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 aggregate number of shares of FSBI Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.” Any Dissenting Shares shall be deemed to be Cash Election Shares, and the holders thereof shall in no event receive consideration comprised of PFS Common Stock with respect to such shares. 3.2.2. 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 any certificate (a “Certificate”) theretofore representing shares of Company Common Stock or non-certificated shares represented by book entry (“Book Entry Shares”) the Certificates shall pass, only upon proper delivery of such Certificates or Book Entry Shares, respectively, to the Exchange Agent), in such form as Parent FSBI and PFS shall specify and as shall be reasonably acceptable to the Company mutually agree (the “Election Form”), shall be mailed together 40 days prior to the anticipated Effective Time or contemporaneously with the Joint Proxy Statement on such earlier date as PFS and FSBI shall mutually agree (the “Mailing Date”) to each holder of record of shares of Company FSBI Common Stock as of five business days prior to the close of business on the record date for notice of the Company Shareholders Meeting Mailing Date (the “Election Form Record Date”). (ii) . Each Election Form shall permit such holder, subject to the allocation and election procedures set forth in this Section 3.2, (i) to elect to receive the Cash Consideration for all of the shares of FSBI Common Stock held by such holder (or the beneficial owner through appropriate and customary documentation and instructionsa “Cash Election”), other than any holder in accordance with Section 3.1.3, (ii) to elect to receive the Stock Consideration for all of any Excluded Shares or any Appraisal Sharessuch shares (a “Stock Election”), in accordance with Section 3.1.3, (iii) elect to specify (A) receive the number of shares Stock Consideration for a part of such holder’s Company FSBI Common Stock with respect to which such holder elects to receive and the Per Share Mixed Consideration, (B) Cash consideration for the number of shares remaining part of such holder’s Company FSBI Common Stock with respect to which such holder elects to receive the Per Share Stock Election Consideration(a “Mixed Election”), or (Civ) to indicate that such record holder makes has no election with respect preference as to such holder’s Company the receipt of cash or PFS Common Stock for such shares (a “Non-Election SharesElection”). A holder of record of shares of FSBI Common Stock 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 FSBI Common Stock held by such Representative for a particular beneficial owner. Any Company shares of FSBI Common Stock with respect to which the holder thereof shall not, as of the Election Deadline, have 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. All Dissenting Shares shall be deemed shares subject to a Cash Election, and with respect to such shares the holders thereof shall in no event receive consideration comprised of PFS Common Stock, subject to Section 3.1.5 hereof. 3.2.3. 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 30th 20th day following the Mailing Date (or such other time and date as the Company PFS and Parent shall FSBI may mutually agree) (the “Election Deadline”) ); provided, however, that the Election Deadline may not occur on or after the Closing Date; and provided further that the Election Deadline may not occur prior to the seventh business day after receipt of all Regulatory Approvals (other than excluding the expiration of any shares of Company Common Stock that constitute Appraisal Shares as of such time) shall also be deemed to be Non-Election Shares. (iii) Parent applicable waiting periods). FSBI shall make available one up to two separate Election Forms, or more such additional Election Forms as PFS may reasonably be requested from time permit, to time by all Persons persons who become holders (or beneficial owners) of Company FSBI Common Stock between the Election Form Record Date and the close of business on the Business Day business day prior to the Election Deadline, and the Company . FSBI shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (iv) Any . 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. If an Election Form purports to make an election for a certificated Share of Company Common Stock or Book Entry Shares, then an An Election Form shall be deemed properly completed only (A) if accompanied by one or more Certificates (or customary affidavits and, if required by Parent and indemnification regarding the loss or destruction of such Certificates or the Surviving Corporation, the posting by guaranteed delivery of 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 CertificateCertificates) 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 FSBI Common Stock covered by such Election Form, together with duly executed transmittal materials included in with the Election Form. If an FSBI stockholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline, the shares of FSBI Common Stock held by such stockholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the Person person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company Common Stock represented by such Election Form shall become Non-Election Shares and Parent PFS shall cause the Certificate or Certificates representing such shares of Company Common Stock or Book Entry Shares relating to any revoked Election Form to be promptly returned without charge to the Person 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 or all of such shares of Company Common StockExchange Agent. Subject to the terms of this Agreement and of the Election Form, Parent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, 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, Merger Sub or the Exchange Agent shall have discretion to determine when any election, modification or revocation is received and whether any such election, modification or revocation has been properly made. 3.2.4. If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be under any obligation converted into the right to notify any Person receive the Cash Consideration, and, subject to Section 3.2.7 hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration only with respect to 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 remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration. 3.2.5. 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”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and 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 3.2.7 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 3.2.7 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares held by such holder 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. 3.2.6. Notwithstanding anything in this Article III to the contrary, if the aggregate value of the Stock Consideration to be delivered as of the Effective Time less the amount of cash paid in lieu of fractional shares of PFS Common Stock pursuant to Section 3.2.7 (the “Stock Value”) is less than 42.5% of the sum of (i) the aggregate value of the Merger Consideration to be delivered as of the Effective Time, plus (ii) the value of any defect consideration described in an Election Form. Elections will be deemed Treasury Regulations Section 1.368-1(e)(1)(ii), plus (iii) cash paid to be revoked if this Agreement is terminated in accordance with holders of Dissenting Shares, plus (iv) the value of any consideration paid by PFS or any of its termsSubsidiaries (or any “related person” to PFS or any of its Subsidiaries within the meaning of Treasury Regulations Section 1.368-1(e)(3)) to acquire shares of FSBI Common Stock prior to the Effective Time (such sum, the “Aggregate Value”), then PFS shall reduce the number of shares of outstanding FSBI Common Stock entitled to receive the Cash Consideration and correspondingly increase the number of shares of FSBI Common Stock entitled to receive the Stock Consideration by the minimum amount necessary to cause the Stock Value to equal 42.5% of the Aggregate Value.

Election Procedures. (ia) 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 any certificate (a “Certificate”) the Certificates 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 Certificates or Book Entry Shares, respectively, to the Exchange Agent), ) in such form as Parent shall specify and as shall be reasonably acceptable to the Company (the “Election Form”), ) shall be mailed together or contemporaneously with the Joint Proxy Statement or at such other time as the Company and Parent may agree (the “Mailing Date”) to each holder of record of shares of Company Common Stock as of the close of business on the record date for notice of the Company Shareholders Special Meeting (the “Election Form Record Date”). (iib) 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 Dissenting Shares, to specify (A) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Mixed Consideration, (Bi) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Stock Consideration (“Stock Election ConsiderationShares”), (ii) 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 (“Cash Election Shares”), or (Ciii) that such holder makes no election with respect to such holder’s Company Common Stock (“Non-No Election Shares”). Any Company 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 30th 33rd day following the Mailing Date (or such other time and date as the Company and Parent shall agree) (the “Election Deadline”) (other than any shares of Company Common Stock that constitute Appraisal Dissenting Shares as of such time) shall also be deemed to be Non-“No Election Shares.” (iiic) 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 Common Stock 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 Exchange Agent all information reasonably necessary for it to perform as specified herein. (ivd) 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. If an Election Form purports to make an election for a certificated Share of Company Common Stock or Book Entry Shares, then an An Election Form shall be deemed properly completed only (A) if accompanied by one or more Certificates (or customary affidavits and, if required by Parent and indemnification regarding the loss or destruction of such Certificates or the Surviving Corporation, the posting by guaranteed delivery of 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 CertificateCertificates) 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 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. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company Common Stock represented by such Election Form shall become Non-No 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 or all of such the applicable shares of Company Common Stock. Subject to the terms of this Agreement and of the Election Form, Parent the Exchange Agent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith reasonable decisions of Parent (or the Exchange Agent, if so empowered) Agent regarding such matters shall be binding and conclusive. None of Parent, Merger Sub Purchaser or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. Elections will be deemed . (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 be revoked if this Agreement is terminated 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 its termsthe 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 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 shall consist of such equitable pro ration processes as shall be mutually determined by Parent and the Company.

Election Procedures. (i) An Not less than thirty (30) days prior to the anticipated Effective Time, an election form and other appropriate and customary transmittal materials (which shall specify that delivery of issued and outstanding Target Common Stock shall be effected, and risk of loss and title to the certificates theretofore representing any certificate such Target Common Stock (each, 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 Certificates or Book Entry Shares, respectively, to the Exchange Agent), ) in such form as Parent shall specify and as shall be reasonably acceptable to the Company Target (the “Election Form”), ) shall be mailed together or contemporaneously with the Joint Proxy Statement at such time as Target and Parent may agree (the “Mailing Date”) to each holder of record of shares of Company Target Common Stock (including to holders of Target Options and ESPP Rights electing prior to the Effective Time to purchase or receive Target Common Stock), determined as of five (5) business days prior to the close of business on the record date for notice of the Company Shareholders Meeting Mailing Date (the “Election Form Record Date”). (ii) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of any Target Excluded Shares or any Appraisal Shares, to specify (Ai) the number of shares of such holder’s Company Target Common Stock (including shares issuable pursuant to any Target Option or ESPP Right) with respect to which such holder elects to receive the Per Share Mixed Cash Election Consideration, (Bii) the number of shares of such holder’s Company Target Common Stock with respect to which such holder elects to receive the Per Share Stock Election Consideration, or (Ciii) that such holder makes no election with respect to such holder’s Company Target Common Stock (“Non-Election Shares”)Stock. Any Company Target 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 30th twentieth (20th) day following the Mailing Date (or such other time and date as the Company Target 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 Non-Election Shares. (iii) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons any persons who become holders (or beneficial owners) of Company Target Common Stock Stock, between the Election Form Record Date and the close of business on the Business Day business day prior to the Election Deadline, and the Company Target shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (iv) Any election shall have been properly made only if the Exchange Agent shall have received a properly completed Election Form by the Election Deadline. If an Election Form purports to make an election for a certificated Share of Company Common Stock or Book Entry Shares, then an An Election Form shall be deemed properly completed only (Ai) if if, in the case of issued and outstanding shares of Target Common Stock, accompanied by one or more Certificates (or customary affidavits andaffidavits), if required by Parent or the Surviving Corporationapplicable, 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 (Bii) 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 Target 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 person submitting such Election Form Form, by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company Target Common Stock represented by such Election Form shall become Non-Election Shares and, in the case of issued and outstanding shares of Target Common Stock, Parent shall cause the Certificates representing such shares of Company Target Common Stock or Book Book-Entry Shares to be promptly returned without charge to the Person 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 or all of such shares of Company Target Common Stock. Subject to the terms of this Agreement and of the Election Form, Parent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, in consultation with Parent and Target, shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith reasonable decisions of Parent (or the Exchange Agent, if so empowered) Agent regarding such matters shall be binding and conclusive. None of Parent, Merger Sub Target or the Exchange Agent shall be under any obligation to notify any Person person of any defect in an Election Form. Elections will be deemed to be revoked if this Agreement is terminated in accordance with its terms.

Election Procedures. (ia) 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 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 Certificates or Book Entry Shares, respectively, to the Exchange Agent), in such form as Parent shall specify and as shall be reasonably acceptable to the Company (the “Election Form”), ) shall be mailed together or contemporaneously with the Joint Proxy Statement Form S-4 or at such other time as the Company and Parent may agree (the “Mailing Date”) to each holder of record of shares of Company Common Stock as of the close of business on the record date for notice of the Company Shareholders Meeting Shareholder (the “Election Form Record Date”). (iib) Each Election Form shall permit the holder Shareholder (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 shares aggregate percentage of such holderShareholder’s Company Common Allocable Non-Escrowed Merger Consideration for which the Shareholder elects to receive Parent Shares (the “Stock Election Percentage”). A Shareholder shall be deemed to have made no election (a “Non-Election”) with respect to any portion of such Shareholder’s Allocable Non-Escrowed Merger Consideration with respect to which such holder elects to receive the Per Share Mixed Consideration, (B) the number of shares of such holder’s Company 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 (“Non-Election Shares”). Any Company Common Stock with respect to which the Exchange Agent Parent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the 30th day twentieth Business Day following the Mailing Date (or such other time and date as Parent and the Company and Parent shall agree) 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 Non-Election Shares). (iii) 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 Common Stock 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 Exchange Agent all information reasonably necessary for it to perform as specified herein. (ivc) Any such election shall have been properly made only if the Exchange Agent Parent shall have actually received a properly completed Election Form by the Election Deadline. If an Election Form purports to make an election for a certificated Share of Company Common Stock or Book Entry Shares, then an An Election Form shall be deemed properly completed only (A) if accompanied by one or more Certificates 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 Shares (“Certificates”) 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 Form, by written notice received by the Exchange Agent Parent prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares portion of Company Common Stock such Shareholder’s Allocable Non-Escrowed Merger Consideration represented by such Election Form shall become be deemed to be a Non-Election Shares and Parent shall cause the Certificates representing such shares portion of Company Common Stock or Book Entry Shares such Shareholder’s Allocable Non-Escrowed Merger Consideration, if any, 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 or all of such shares of Company Common StockShares. Subject to the terms of this Agreement and of the Election Form, Parent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, 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 ParentWith respect to any Election Form received by the Parent no later than three (3) Business Days prior to the Election Deadline, Merger Sub or the Exchange Agent Company and Parent shall be under any obligation exercise reasonable diligence to notify any Person of any defect in an such Election Form. Elections will , and each such Person shall be deemed permitted to be revoked if this Agreement is terminated correct any such defect or defects in accordance with its termsthe Election Form prior to the Election Deadline.

Election Procedures. (i) An Each Person (other than ▇▇▇, Topco, Canadian LP, CanHoldco or Merger Sub) who on or prior to the Election Deadline is a holder of ▇▇▇ Common Shares shall be entitled, with respect to all or a portion of such ▇▇▇ Common Shares, to make an LP Election and/or a Topco Election on or prior to the Election Deadline to receive the LP Consideration and/or the Topco Consideration on the basis set forth in this Agreement. Each Person receiving LP Consideration pursuant to the Merger shall be deemed, by virtue of such receipt of such LP Consideration and without any further action on any such Person’s part, to have (1) executed the Partnership Agreement as a holder of an LP Unit and (2) agreed to the rights, privileges, restrictions and conditions of the LP Units. (ii) Topco and Canadian LP shall prepare an election form, in form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to 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 Certificates or Book Entry Shares, respectively, to the Exchange Agent), in such form as Parent shall specify and as shall be reasonably substance acceptable to the Company ▇▇▇ and Topco with such provisions as ▇▇▇ and Topco may specify (the “Election Form”), shall be mailed together or contemporaneously with the Joint Proxy Statement (the “Mailing Date”) pursuant to each which a holder of record of shares of Company ▇▇▇ Common Stock as Shares may make an LP Election and/or a Topco Election with respect to all or a portion of the close of business on ▇▇▇ Common Shares held by such holder. ▇▇▇ or Topco shall mail, or shall cause the record date for notice of Exchange Agent to mail, the Company Shareholders Meeting (the “Election Form Record Date”). (ii) to holders of ▇▇▇ Common Shares. Each Election Form shall permit the record 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 shares of such holder’s Company ▇▇▇▇▇▇’▇ ▇▇▇ Common Stock Shares with respect to which such holder elects to receive makes an LP Election and/or a Topco Election (and, if relevant, the Per Share Mixed Consideration, (B) the number specific lot of shares of such holder’s Company ▇▇▇ Common Stock with respect Shares to which such holder elects to receive election relates) in connection with the Per Share Stock Election Consideration, or (C) that such holder makes no election with respect to such holder’s Company Common Stock (“Non-Election Shares”)Merger. Any Company ▇▇▇ Common Stock Share 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, p.m. on the 30th day following Business Day that is three Business Days prior to the Mailing Closing Date (which date shall be publicly announced by ▇▇▇ as soon as reasonably practicable but in no event less than five Business Days prior to the anticipated Closing Date) (or such other time and date as the Company and Parent shall agree▇▇▇ may specify) (the “Election Deadline”) (other than any shares of Company Common Stock that constitute Appraisal Shares as of such time) shall also be deemed to have made a Topco Election. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be Non-similarly delayed to a subsequent date, and ▇▇▇ shall promptly announce any such delay and, when determined, the rescheduled Election SharesDeadline, which rescheduled Election Deadline if necessary shall be at the discretion of ▇▇▇; provided that at least one Business Day of advance notice thereof shall have been provided. (iii) Parent ▇▇▇ shall make available one or more Election Forms available as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Company ▇▇▇ Common Stock between the Election Form Record Date and the close of business on the Business Day Shares prior to the Election Deadline, and the Company ▇▇▇ shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified hereinherein and as specified in any agreement with the Exchange Agent. (iv) Any election made pursuant to this ‎Section 3.8(b) shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by prior to the Election Deadline. If an An Election Form purports with respect to make an election for a certificated Share of Company ▇▇▇ Common Stock or Book Entry Shares, then an Election Form Shares shall be deemed properly completed only (Ai) with respect to ▇▇▇ Common Shares represented by Certificates, if accompanied by one or more Certificates duly endorsed in blank or otherwise in form acceptable for transfer on the books of ▇▇▇ (or customary affidavits andor, 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 Certificateany Certificate that has been lost, stolen or destroyed, an affidavit of lost certificate in a form acceptable to the Exchange Agent) and/or or (Bii) with respect to Uncertificated ▇▇▇ Shares and ▇▇▇ Book Entry Shares, upon the Exchange Agent’s receipt of an “agent’s message” by the Exchange Agent or such other evidence of transfer of Uncertificated ▇▇▇ Shares or ▇▇▇ Book Entry Shares to the Exchange Agent Shares, as applicable, as the Exchange Agent may reasonably request, collectively representing all shares of Company ▇▇▇ Common Stock Shares covered by such Election Form, in each case together with duly executed transmittal materials included in with the Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form by submitting written notice that is received by the Exchange Agent on or prior to the Election Deadline. In the event an Election Form is revoked on or prior to the Election Deadline, the shares of Company ▇▇▇ Common Stock Shares represented by such Election Form shall become Non-Election Topco Electing Shares and Parent ▇▇▇ shall cause the all Certificates representing such shares of Company ▇▇▇ Common Stock Shares, together with any applicable Uncertificated ▇▇▇ Shares or ▇▇▇ Book Entry Shares Shares, to be promptly returned without charge to the Person submitting the Election Form upon such revocation or written request to that effect from the holder who submitted the Election Form; provided, except to the extent (if any) however, that a subsequent election is properly may be made with respect to any or all of such shares of Company ▇▇▇ Common StockShares if the holder thereof complies with the procedures, terms and conditions set forth in this ‎Section 3.8(b). In addition, all LP Elections shall automatically be revoked and all Certificates representing ▇▇▇ Common Shares, all Uncertificated ▇▇▇ Shares and all ▇▇▇ Book Entry Shares shall be promptly returned without charge if this Agreement is terminated in accordance with ‎Article XI. (v) Subject to the terms of this Agreement and of the Election Form, Parent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, in consultation with ▇▇▇, shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith reasonable decisions of Parent (or the Exchange Agent, if so empowered) Agent regarding such matters shall be binding and conclusive. None of Parent▇▇▇, Topco, Canadian LP, Merger Sub or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. Elections will be deemed to be revoked if this Agreement is terminated in accordance with its terms.

Election Procedures. (ia) 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 any certificate (a “Certificate”) theretofore representing shares of Company Common Stock or non-certificated shares represented by book entry (“Book Entry Shares”) Certificates shall pass, only upon the later to occur of the proper delivery of such Certificates to a bank or Book Entry Shares, respectively, trust company designated by Buyer and reasonably satisfactory to Seller (the “Exchange Agent), ”) and the Effective Time) in such form as Parent Seller and Buyer shall specify and as shall be reasonably acceptable to the Company mutually agree (the “Election Form”), shall be mailed together or contemporaneously with the Joint Proxy Statement on a date (the “Mailing Date”) no more than 40 and no fewer than 20 business days prior to the anticipated Election Deadline to each holder of record of shares of Company Seller Common Stock as of the close of business on the record date for notice of the Company Shareholders Meeting (the “Election Form Record Date”). (ii) Stock. Each Election Form shall permit the holder of record of Seller 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 specified portion of such holder’s shares (a “Cash Election”), (ii) elect to receive the Stock Consideration for all or a specified portion of such holder’s shares (a “Stock Election”), or (iii) make no election with respect to the receipt of the Cash Consideration or the Stock Consideration (a “Nonelection”); provided, that, notwithstanding any other than provision of this Agreement, the aggregate Stock Consideration shall equal 939,372 shares of Buyer Common Stock (the “Stock Conversion Number”). 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 any Excluded Seller Common Stock as to which a Cash Election has been made are referred to herein as “Cash Election Shares.” Shares of Seller Common Stock as to which a Stock Election has been made are referred to herein as “Stock Election Shares.” Shares of Seller Common Stock as to which no election has been made (or any Appraisal as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “Nonelection Shares, to specify (A) the .” The aggregate number of shares of such holder’s Company Seller Common Stock with respect to which such holder elects to receive the Per Share Mixed Consideration, (B) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share a Stock Election Consideration, or has been made is referred to herein as the “Stock Election Number.” (Cb) that such holder makes no election with respect to such holder’s Company Common Stock (“Non-Election Shares”). Any Company Common Stock 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 local time, on a date no later than the 30th fifth business day following after the Mailing Closing Date (or which date shall be publicly announced by Buyer as early as practicable prior to such other time and date as the Company and Parent shall agreedate) (the “Election Deadline”) (other than any shares of Company Common Stock that constitute Appraisal Shares ), accompanied by the Certificates as to which such Election Form is being made, by customary affidavits and indemnification regarding the loss or destruction of such time) shall also be deemed to be Non-Election Shares. (iii) Parent shall make available one Certificates or more Election Forms by an 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 Company Common Stock between set forth in the Election Form Record Date and Form, from a member of any registered national securities exchange or a commercial bank or trust company in the close of business on the Business Day prior to the Election DeadlineUnited States (provided, and the Company shall provide 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. (iv) Any election deliver shares of Seller Common Stock covered by such guarantee of delivery within the time set forth on such guarantee shall have been be deemed to invalidate any otherwise properly made only if the Exchange Agent election, unless otherwise determined by Buyer, in its sole discretion). For shares of Seller Common Stock held in book-entry form, Buyer shall have received establish procedures for delivery of such shares, which procedures shall be reasonably acceptable to Seller. If a holder of Seller Common Stock either (i) does not submit a properly completed Election Form by the Election Deadline. If an Election Form purports in a timely fashion with respect to make an election for a certificated Share any of Company such holder’s shares of Seller Common Stock or Book Entry Shares, then an (ii) revokes the holder’s Election Form shall be deemed with respect to any of such holder’s shares of Seller Common Stock prior to the Election Deadline (without later submitting a properly completed only (A) if accompanied by one or more Certificates (or customary affidavits and, if required by Parent or Election Form prior to 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 Election Deadline with respect to such Certificate) and/or (B) upon receipt shares), such shares of an “agent’s message” Seller Common Stock held by such holder shall be designated Nonelection Shares. In addition, all Election Forms shall automatically be revoked, and all Certificates promptly returned by the Exchange Agent or such other evidence of transfer of Book Entry Shares to Agent, if the Exchange Agent as the Exchange Agent may reasonably request, collectively representing all shares of Company Common Stock covered is notified in writing 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. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company Common Stock represented by such Election Form shall become Non-Election Shares Buyer 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 Seller 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 or all of such shares of Company Common Stockthis Agreement has been terminated. Subject to the terms of this Agreement and of the Election Form, Parent the Exchange Agent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the any Election FormsForm, and any good faith reasonable decisions of Parent (or the Exchange Agent, if so empowered) Agent regarding such matters shall be binding and conclusive. None of Parent, Merger Sub or Neither Buyer nor the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. Elections . (c) The allocation among the holders of shares of Seller Common Stock of rights to receive the Cash Consideration and the Stock Consideration will be deemed made as follows: (i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Nonelection Shares shall be converted into the right to receive the Cash Consideration, and each holder of Stock Election Shares will be revoked 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 remaining number of such 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”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Nonelection Shares and the Cash Election Shares shall be treated in the following manner: (A) if this Agreement the Shortfall Number is terminated less than or equal to the number of Nonelection Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and each holder of Nonelection Shares shall receive the Stock Consideration in accordance respect of that number of Nonelection Shares held by such holder equal to the product obtained by multiplying (x) the number of Nonelection 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 Nonelection Shares, with its termsthe remaining number of such holder’s Nonelection Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Nonelection Shares, then all Nonelection Shares shall be converted into the right to receive the Stock Consideration, and 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 Nonelection 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. (i1) 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 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 Certificates or Book Entry Shares, respectively, to the Exchange Agent), in such form as Parent Zions and Amegy shall specify and as shall be reasonably acceptable to the Company mutually agree (the “Election Form”), ) shall be mailed together thirty-five days prior to the anticipated Closing Date or contemporaneously with the Joint Proxy Statement on such other date as Amegy and Zions shall mutually agree (the “Mailing Date”) to each holder of record of shares of Company Amegy Common Stock as of the close of business on the record date for notice of fifth business day prior to the Company Shareholders Meeting Mailing Date (the “Election Form Record Date”). (ii2) 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 shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Mixed Consideration, (B) the number of shares of such holder’s Company Amegy Common Stock with respect to which such holder elects to receive the Per Share Stock Consideration (“Stock Election ConsiderationShares”), (B) the number of shares of such holder’s Amegy Common Stock with respect to which such holder elects to receive the Per Share Cash Consideration (“Cash Election Shares”) or (C) that such holder makes no election with respect to such holder’s Company Amegy Common Stock (“Non-No Election Shares”). Any Company 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 30th day following the Mailing Date (or such other time and date as the Company Zions and Parent shall Amegy may mutually 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 Non-No Election Shares. (iii3) Parent 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 Company Amegy Common Stock between the Election Form Record Date and the close of business on the Business Day 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. (iv4) 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. If an Election Form purports to make an election for a certificated Share of Company Common Stock or Book Entry Shares, then an An Election Form shall be deemed properly completed only (A) if accompanied by one or more Old Certificates (or customary affidavits and, if required by Parent and indemnification regarding the loss or destruction of such certificates or the Surviving Corporation, the posting by guaranteed delivery of 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 Certificatecertificates) 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 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 person submitting such Election Form Form, only by written notice received by the Exchange Agent prior to the Election Deadline. In the 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 Exchange Agent by the Election Deadline, the shares of Company Amegy Common Stock represented by such Election Form shall become Non-No Election Shares and Parent Zions shall cause the Old Certificates representing such shares of Company Common Stock or Book Entry Shares to be promptly returned without charge to the Person 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 or all of such shares of Company Common Stock. Subject to the terms of this Agreement and of the Election Form, Parent the Exchange Agent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith reasonable decisions of Parent (or the Exchange Agent, if so empowered) Zions regarding such matters shall be binding and conclusive. None of Parent, Merger Sub or Neither Zions nor the Exchange Agent shall be under any obligation to notify any Person person of any defect in an Election Form. Elections will be deemed . (5) Within ten business days after the Effective Time, Zions shall cause the Exchange Agent to be revoked if this Agreement is terminated 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 its terms.the Election Forms as follows:

Election Procedures. (ia) 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 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 Certificates or Book Entry Shares, respectively, to the Exchange Agent), in such form as Parent shall 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 or contemporaneously with the Joint Proxy Statement (the “Mailing Date”) Statement/Prospectus, to each holder of record of shares of Company Common Stock Shares as of the close of business on the record date for notice of the Company Shareholders Stockholders Meeting (the “Election Form Record Date”). (iib) 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 shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Mixed Consideration, (B) the number of shares of such holder’s Company Common Stock Shares with respect to which such holder elects to receive the Per Share Stock Consideration (“Stock Election ConsiderationShares”), (B) the number of such holder’s Shares with respect to which such holder elects to receive the Per Share Cash Consideration (“Cash Election Shares”) or (C) that such holder makes no election with respect to such holder’s Company Common Stock Shares (“Non-No Election Shares”). Any Company Common Stock 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 30th day following date that is five (5) business days preceding the Mailing Closing Date (or such other time and date as the Company 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 Non-No Election Shares. (iiic) 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 Company Common Stock Shares during the period 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 Exchange Agent all information with respect to such holder reasonably necessary for it to perform as specified herein. (ivd) 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. If an Election Form purports to make an election for a certificated Share of Company Common Stock or Book Entry Shares, then an An Election Form shall be deemed properly completed only (A) if accompanied by one or more Certificates (or customary affidavits and, if required by Parent and indemnification regarding the loss or destruction of such certificates or the Surviving Corporation, the posting by guaranteed delivery of 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 CertificateCertificates) 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 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. In the 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 shares of Company Common Stock Exchange Agent by the Election Deadline, the Shares represented by such revoked Election Form shall become Non-be deemed No Election Shares 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 holder 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 or all of such shares of Company Common Stockholder. Subject to the terms of this Agreement and of the Election Form, Parent and the Exchange Agent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith reasonable decisions of Parent (or the Exchange Agent, if so empowered) Agent or Parent regarding such matters shall be binding and conclusive. None of Parent, Merger Sub or Neither Parent nor the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. Elections . (e) Notwithstanding 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 4.1(a) (which, for this purpose, shall be deemed to be revoked if this Agreement is terminated 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 Effective 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 to effect the allocation among the holders of Shares of rights to receive Parent Common Stock or cash in the Merger in accordance with its terms.the Election Forms as follows:

Election Procedures. (i) 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 any certificate (a “Certificate”) the certificates theretofore representing shares of Company Seller Common Stock or non-certificated shares represented by book entry (“Book Entry Shares”) shall pass, only upon proper delivery of such Certificates or Book Entry Shares, respectively, cer- tificates to an exchange agent designated by Buyer (the Exchange "Ex- change Agent"), ) in such form as Parent Buyer and Seller shall specify and as shall be reasonably acceptable to the Company mutually agree (the “"Election Form”), ") shall be mailed together approximately 25 days prior to the anticipated Effective Time or contemporaneously with the Joint Proxy Statement on such other date as Buyer and Seller shall mutually agree (the “"Mailing Date”") to each holder of record of shares of Company Seller Common Stock as of five busi- ness days prior to the close of business on the record date for notice of the Company Shareholders Meeting Mailing Date (the “"Election Form Record Date”"). . Buyer shall determine the anticipated Effective Time (iithe "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 1.08 shall not af- fect the time periods which are established for purposes of these election procedures. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation documenta- tion and instructions), other than any holder of any Excluded Shares or any Appraisal Shares, ) to specify (A) the number of shares of such holder’s Company elect to receive only Buyer Common Stock with respect to which such holder elects holder's Seller Common Stock ("Stock Election Shares"), to elect to receive the Per Share Mixed Consideration, (B) the number of shares of such holder’s Company Common Stock only cash with respect to which such holder elects holder's Seller Common Stock ("Cash Election Shares") or to receive the Per Share Stock Election Consideration, or (C) indicate that such holder makes no election with respect to such holder’s Company Common Stock (“Non-"No Election Shares”"). For purposes of this Section 1.08, Dissenting Shares shall be treated as Cash Election Shares but shall not be con- verted into the Per Share Stock Consideration or the Per Share Cash consideration except as provided in Section 1.11. Any Company Seller 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 30th 20th day following the Mailing Date (or such other time and date as the Company Buyer and Parent shall Seller may mutually 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 Non-"No Election Shares. (iii) Parent " Buyer shall promptly make available one or more Election Elec- tion Forms as may be reasonably be requested from time to time by all Persons persons who become holders (or beneficial owners) of Company Seller Common Stock between the Election Form Record Date and the close of business on the Business Day business day prior to the Election Deadline, and the Company Seller shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (iv) . 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. If an Election Form purports to make an election for a certificated Share of Company Common Stock or Book Entry Shares, then an An Election Form shall be deemed properly completed only (A) if accompanied by one or more Certificates certificates (or customary affidavits and, if required by Parent and indemni- fication regarding the loss or destruction of such certificates or the Surviving Corporation, the posting by guaranteed delivery of 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 Certificatecertificates) 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 Seller Common Stock covered by such Election Form, together with duly executed transmittal materials included in- cluded in the Election Form. Any Election Form may be revoked or changed by the Person person submitting such Election Form by written notice received by the Exchange Agent at or prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company Seller Common Stock represented by such Election Form shall become Non-No Election Shares and Parent Buyer shall cause the Certificates representing such shares of Company certificates repre- senting Seller Common Stock or Book Entry Shares to be promptly returned without charge to the Person person submitting the Election Form upon written request to that effect from the holder person who submitted the Election Elec- tion Form, except to the extent (if any) a subsequent election is properly made 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, Parent the Exchange Agent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, reasonable discre- tion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith reasonable decisions of Parent (or the Exchange Agent, if so empowered) Agent regarding such matters shall be binding and conclusive. None of Parent, Merger Sub or Neither Buyer nor the Exchange Agent shall be under un- der any obligation to notify any Person person of any defect in an Election Form. Elections will be deemed to be revoked if this Agreement is terminated in accordance with its terms.

Election Procedures. (i) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk Each holder of loss and title to any certificate (a “Certificate”) theretofore representing shares record of Company Common Stock or non-certificated shares represented by book entry Shares (“Book Entry other than Excluded Shares”) shall pass, only upon proper delivery issued and outstanding at the close of such Certificates or Book Entry Shares, respectively, to business on the Exchange Agent), in such form as Parent shall specify and as shall be reasonably acceptable to 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 Form”), shall be mailed together or contemporaneously prior to the Election Deadline in accordance with the following procedures: (a) Concurrently with the mailing of the Joint Proxy Statement (the “Mailing Date”) to each holder of record of shares of Company Common Stock as of the close of business on the record date for notice of ), the Company Shareholders Meeting shall cause an election form that is reasonably acceptable to Parent and the Exchange Agent (the “Election Form Form”) (and which shall comply with this Section 2.6) to be mailed to the holders of Company Common Shares (other than Excluded Shares) and Company Compensatory Awards on the Company Record Date”). (ii) Each Election Form . Parent 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 shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Mixed Consideration, (B) the number of shares of such holder’s Company 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 (“Non-Election Shares”). Any Company Common Stock with respect to which cause the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the 30th day following the Mailing Date (or such other time and date as the Company 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 Non-Election Shares. (iii) 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 is a record holder of Company Common 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 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 ownersowner through customary documentation and instructions) of Company Common Stock between Shares (other than Excluded Shares) and the holder of Company Compensatory Awards to specify the number of such holder’s Company Common Shares (including the Company Common Shares that become or are considered to be outstanding pursuant to 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 be outstanding pursuant to Section 2.10) that are the subject of a Cash Election being referred to as “Cash Election Shares”); or (ii) the Common Share Consideration (a “Share Election” and such Company Common Shares (including 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, however, that an Election Form Record Date and the close of business on the Business Day with respect to 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 DeadlineShares 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 Company shall provide number of Share Election Shares must be equal to the Exchange Agent all information reasonably necessary for it number of Company Common Shares (including the Company Common Shares that become or are considered to perform as specified hereinbe outstanding pursuant to Section 2.10) held by the holder completing such Election Form. (ivc) Any election shall Election made pursuant to this Section 2.6 will have been properly made only if the Exchange Agent shall will have actually received by 5:00 p.m., on the Business Day immediately prior to the Company Shareholders Meeting (the “Election Deadline”), a properly completed Election Form by Form, in the Election Deadline. If case of an Election Form purports to make an election for a certificated Share in respect of any Company Common Stock or Book Entry Shares, then an Election Form shall be deemed properly completed only (A) if accompanied Shares evidenced 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 Formcertificate, together with duly executed transmittal materials included 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 have followed the instructions set forth 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. In the event an Election Form is 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 or all of such shares of Company Common Stock. Subject to the terms of this Agreement and of the Election Form, Parent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, 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, Merger Sub the Company or the Exchange Agent shall or any of their respective Affiliates will be under any obligation to notify any Person of any defect in an Election Form. Elections will . (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 if 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. If an Election Form is revoked, the Company Common Shares (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 a Share Election unless a new Election Form is subsequently submitted by the holder prior to the Election Deadline. After an Election is validly made with respect to any Company Common Shares, any subsequent transfer of such Company Common Shares shall automatically revoke such Election. Notwithstanding anything to the contrary in this Agreement, all Elections shall be automatically deemed revoked upon receipt by the Exchange Agent of written notification from the Company or Parent that this Agreement is has been terminated in accordance with its termsArticle 7. (f) Parent and the 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 similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline.

Election Procedures. (ia) 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 any certificate (a “Certificate”) the Certificates 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 Certificates or Book Entry Shares, respectively, to the Exchange Agent), ) in such form as Parent shall specify and as shall be reasonably acceptable to the Company (the “Election Form”), ) and pursuant to which each holder of record of shares of Company Common Stock as of the close of business on the Election Form Record Date may make an election pursuant to this Section 1.7 shall be mailed together or contemporaneously with the Joint Proxy Statement or at such other time as the Company and Parent may agree (the “Mailing Date”) to each holder of record of shares of Company Common Stock as of the close of business on the record date for notice of the Company Shareholders Special Meeting (the “Election Form Record Date”). (iib) 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 Dissenting Shares, to specify (A) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Mixed Consideration, (Bi) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Stock Consideration (“Stock Election ConsiderationShares”), (ii) 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 (“Cash Election Shares”), or (Ciii) that such holder makes no election with respect to such holder’s Company Common Stock (“Non-No Election Shares”). Any Company 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 30th 33rd day following the Mailing Date (or such other time and date as the Company and Parent shall agree) (the “Election Deadline”) (other than any shares of Company Common Stock that constitute Appraisal Dissenting Shares as of such time) shall also be deemed to be Non-“No Election Shares.” (iiic) 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 Common Stock 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 Exchange Agent all information reasonably necessary for it to perform as specified herein. (ivd) 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. If an Election Form purports With respect to make an election for a certificated Share shares of Company Common Stock or Book Entry Sharesrepresented by a Certificate, then an Election Form shall be deemed properly completed only (A) if accompanied by one or more Certificates (or customary affidavits and, if required by Parent and indemnification regarding the loss or destruction of such Certificates or the Surviving Corporation, the posting by guaranteed delivery of 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 CertificateCertificates) 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 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 by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company Common Stock represented by such Election Form shall become Non-No Election Shares and Parent shall cause the Certificates Certificates, if any, 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 or all of such the applicable shares of Company Common Stock. Subject to the terms of this Agreement and of the Election Form, Parent the Exchange Agent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith reasonable decisions of Parent (or the Exchange Agent, if so empowered) Agent regarding such matters shall be binding and conclusive. None of Parent, Merger Sub I, Merger Sub II or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. Elections will be deemed . (e) Within five Business Days after the Election Deadline, unless the Merger I Effective Time has not yet occurred, in which case as soon after the Merger 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 to be revoked if this Agreement is terminated 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 its terms.the Election Forms as follows:

Election Procedures. 3.2.1. In the aggregate, fifty percent (i50.0%) of the total number of shares of Cheviot Financial Common Stock issued and outstanding at the Effective Time (excluding any Non-Fiduciary Stock (the “Stock Conversion Number”)), shall be converted into the Per Share Stock Consideration and the remaining outstanding shares of Cheviot Financial Common Stock shall be converted into the Per Share Cash Consideration. Shares of Cheviot Financial Common Stock as to which a Cash Election (including, as part of a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of Cheviot Financial Common Stock as to which a Stock Election has been made (including, as part of a Mixed Election) are referred to as “Stock Election Shares.” Shares of Cheviot Financial Common Stock as to which no election has been made (or as to which an Election Form is not timely returned or not properly completed) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Cheviot Financial Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.” 3.2.2. 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 any certificate (a “Certificate”) theretofore representing shares of Company Common Stock or non-certificated shares represented by book entry (“Book Entry Shares”) the Certificates shall pass, only upon timely and proper delivery of such Certificates or Book Entry Shares, respectively, to the Exchange Agent), in such form as Parent Cheviot Financial and MainSource shall specify and as shall be reasonably acceptable to the Company mutually agree (the “Election Form”), shall be mailed together not less than 20 business days but not more than 40 business days prior to the anticipated Effective Time or contemporaneously with the Joint Proxy Statement on such other date as MainSource and Cheviot Financial shall mutually agree (the “Mailing Date”) to each holder of record of shares of Company Cheviot Financial Common Stock as of five business days prior to the close of business on Mailing Date, or such other date as the record date for notice of the Company Shareholders Meeting parties shall agree (the “Election Form Record Date”). (ii) . 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 shares of such holder’s Company Common Stock with respect , subject to which such holder elects the allocation and election procedures set forth in this Section 3.2, (i) to elect to receive the Per Share Mixed ConsiderationCash Consideration for all of the shares of Cheviot Financial Common Stock held by such holder (a “Cash Election”), (Bii) the number of shares of such holder’s Company Common Stock with respect to which such holder elects elect to receive the Per Share Stock Election Consideration for all of the shares of Cheviot Financial Common Stock held by such holder (a “Stock Election”), (iii) elect to receive the Per Share Stock Consideration for a portion of such holder’s Cheviot Financial Common Stock and the Per Share Cash Consideration for the remaining portion of such holder’s Cheviot Financial Common Stock (the “Cash/Stock Consideration”) (an election to receive the Cash/Stock Consideration is referred to as a “Mixed Election”), or (Civ) to indicate that such record holder makes has no election with respect preference as to the receipt of the Per Share Cash Consideration or the Per Share Stock Consideration for such holder’s Company shares of Cheviot Financial Common Stock (a “Non-Election SharesElection”). A holder of record of shares of Cheviot Financial Common Stock 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 Cheviot Financial Common Stock held by such Representative for a particular beneficial owner. Any Company shares of Cheviot Financial Common Stock with respect to which the holder thereof shall not, as of the Election Deadline, have 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. 3.2.3. 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 30th 20th calendar day following the Mailing Date (or such other time and date as the Company MainSource and Parent shall Cheviot Financial may mutually agree) (the “Election Deadline”) (other than any shares of Company Common Stock ); provided, however, that constitute Appraisal Shares as of such time) shall also be deemed to be Non-the Election Shares. (iii) Parent Deadline may not occur on or after the Closing Date. Cheviot Financial 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 Company Cheviot Financial Common Stock between the Election Form Record Date and the close of business on the Business Day business day prior to the Election Deadline, and the Company . Cheviot Financial shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (iv) Any . 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. If an Election Form purports to make an election for a certificated Share of Company Common Stock or Book Entry Shares, then an An Election Form shall be deemed properly completed only (A) if accompanied by one or more Certificates (or customary affidavits and, if required by Parent and indemnification regarding the loss or destruction of such Certificates or the Surviving Corporation, the posting by guaranteed delivery of 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 CertificateCertificates) 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 Cheviot Financial Common Stock covered by such Election Form, together with duly executed transmittal materials included in with the Election Form. If a Cheviot Financial stockholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline without submitting a properly completed replacement Election Form, the shares of Cheviot Financial Common Stock held by such stockholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the Person person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company Common Stock represented by such Election Form shall become Non-Election Shares and Parent MainSource shall cause the Certificate or Certificates representing such shares of Company Common Stock or Book Entry Shares relating to any revoked Election Form to be promptly returned without charge to the Person 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 or all of such shares of Company Common StockExchange Agent. Subject to the terms of this Agreement and of the Election Form, Parent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, 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, Merger Sub or the Exchange Agent shall have discretion to determine when any election, modification or revocation is received and whether any such election, modification or revocation has been properly made. 3.2.4. If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be under any obligation converted into the right to notify any Person receive the Per Share Cash Consideration, and, subject to Section 3.1.6 hereof, each holder of any defect in an Stock Election Form. Elections Shares will be deemed entitled to receive the Per Share Stock Consideration only with respect to 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 remaining number of such holder’s Stock Election Shares being converted into the right to receive the Per Share Cash Consideration. 3.2.5. 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”), then all Stock Election Shares shall be revoked converted into the right to receive the Per Share Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if this Agreement the Shortfall Number is terminated 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 Per Share Cash Consideration and, subject to Section 3.1.6 hereof, each holder of Non-Election Shares shall receive the Per Share Stock Consideration in accordance 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 its termsthe remaining number of such holder’s Non-Election Shares being converted into the right to receive the Per Share 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 Per Share Stock Consideration, and, subject to Section 3.1.6 hereof, each holder of Cash Election Shares shall receive the Per Share Stock Consideration in respect of that number of Cash Election Shares held by such holder 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 Per Share Cash Consideration.

Election Procedures. (ia) An A Letter of Transmittal, 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 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 Certificates or Book Entry Shares, respectively, to the Exchange Agent), in such form as Parent shall specify and as shall be reasonably acceptable to the Company shall mutually agree (the “Election Form”), ) shall be mailed together thirty-five (35) days prior to the anticipated Closing Date or contemporaneously with on such other date as Parent and the Joint Proxy Statement Company shall mutually agree (the “Mailing Date”) to each holder of record of shares of Company Common Stock as of the close of business on the record date for notice of fifth (5th) Business Day prior to the Company Shareholders Meeting Mailing Date (the “Election Form Record Date”). (iib) 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 shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Mixed Consideration, (Bi) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Stock Consideration (the “Stock Election ConsiderationShares”), or (Cii) that such holder makes no election with respect to 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 (the “Non-Cash Election Shares”) and (iii) the number of shares of such holder’s Company Common Stock with respect to which such holder makes no election to receive the Per Share Stock Consideration or the Per Share Cash Consideration (the “No Election Shares”). Any Company Common Stock (other than Dissenting 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 30th thirtieth (30th) day following the Mailing Date (or such other time and date as Parent and the Company and Parent shall may mutually 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 Non-No Election Shares. (iiic) Parent The Company 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 Company Common Stock 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 Exchange Agent all information reasonably necessary for it to perform as specified herein. (ivd) 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. If an Election Form purports to make an election for a certificated Share of Company Common Stock or Book Entry Shares, then an An Election Form shall be deemed properly completed only (A) if accompanied by one or more Certificates (or customary affidavits and, if required by Parent and indemnification regarding the loss or destruction of such certificates or the Surviving Corporation, the posting by guaranteed delivery of 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 Certificatecertificates) 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 Form, together with duly executed transmittal materials (including a Letter of Transmittal) included in the Election Form. Any Election Form may be revoked or changed by the Person person submitting such Election Form only by written notice received by the Exchange Agent prior to the Election Deadline. In the 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 Exchange Agent by the Election Deadline, the shares of Company Common Stock represented by such Election Form shall become Non-No Election Shares and Parent the Company shall cause the applicable Certificates representing such shares of Company Common Stock or Book Entry Shares to be promptly returned without charge to the Person 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 or all of such shares of Company Common Stock. Subject to the terms of this Agreement and of the Election Form, Parent the Exchange Agent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith reasonable decisions of Parent (the Company or the Exchange Agent, if so empowered) Agent regarding such matters shall be binding and conclusive. None of Parent, Merger Sub the Company or the Exchange Agent shall be under any obligation to notify any Person person of any defect in an Election Form. Elections will . (e) Notwithstanding any other provision contained in this Agreement, (i) the quotient of (A) the aggregate dollar value of the Stock Consideration (assuming that each share of Parent Common Stock has a value of $14.04) and (B) the Aggregate Total Consideration (the “Stock Percentage”) shall equal 42% (the “Required Stock Percentage”) and (ii) the quotient of (A) Cash Consideration plus aggregate Dissenting Stockholder Consideration (assuming the amount payable for each Dissenting Share is equal to the Per Share Cash Consideration) and (B) the Aggregate Total Consideration (the “Cash Percentage”) shall equal 58% (the “Required Cash Percentage”). (f) Notwithstanding any other provision contained in this Agreement, (i) the maximum number of shares of Company Common Stock that may be deemed converted into the right to receive Stock Consideration shall be revoked if this Agreement is terminated in accordance with its termsequal to the Required Stock Percentage of the issued and outstanding shares of Company Common Stock (other than Excluded Shares) immediately prior to the Effective Time (the “Maximum Stock Shares”) and (ii) the maximum number of shares of Company Common Stock that may be converted into the right to receive Cash Consideration and Dissenting Stockholder Consideration shall be equal to the Required Cash Percentage of the issued and outstanding shares of Company Common Stock (other than Excluded Shares) immediately prior to the Effective Time (the “Maximum Cash Shares”). (g) Within three (3) Business Days after the Effective Time, Parent shall cause the Exchange Agent to effect the allocation among the former holders of Company Common Stock of rights to receive the Merger Consideration as follows:

Election Procedures. (i) 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 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 Certificates or Book Entry Shares, respectively, to the Exchange Agent), in such form as Parent shall 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 each Each holder of record of shares of Company Common Stock as of (“Holder”) shall have the close of business on right, subject to the record date for notice of limitations set forth in this Article II, to submit an election in accordance with the Company Shareholders Meeting (the “Election Form Record Date”).following procedures: (iia) Each Election Form shall permit Holder may specify in a request made in accordance with the holder provisions of this Section 2.12 (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 herein called an “Election”) (Ai) the number of shares of such holder’s Company Common Stock owned by such Holder with respect to which such holder elects Holder desires to receive the Per Share Mixed Consideration, make a Stock Election and (Bii) the number of shares of such holder’s Company Common Stock owned by such Holder with respect to which such holder elects Holder desires to receive the Per Share Stock Election Consideration, or make a Cash Election. (Cb) that such holder makes no election with respect to such holder’s Company Common Stock (“Non-Election Shares”). Any Company 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 30th day following the Mailing Date (or such other time and date as the Company and Parent shall agree) prepare a form reasonably acceptable to Company (the “Election DeadlineForm of Election”) (other than any shares which shall be mailed to record holders of Company Common Stock that constitute Appraisal Shares so as of such time) shall also be deemed to be Non-permit those holders to exercise their right to make an Election Shares. (iii) 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 Common Stock between the Election Form Record Date and the close of business on the Business Day prior to the Election Deadline. (c) 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 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 (the “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 provide 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 all information reasonably necessary for it to perform as specified herein. (iv) Any election shall have been properly made only if the Exchange Agent shall have received a properly completed Election Form by the Election 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 (A) if accompanied by one or more Certificates (or customary affidavits and, if time 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 guarantee of delivery. Failure 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 deliver shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in a guarantee of delivery within the Election Form. Any Election Form may be revoked or changed by the Person submitting time set forth on such Election Form by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company Common Stock represented by such Election Form guarantee 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 or all of such shares of Company Common Stock. Subject to the terms of this Agreement and of the Election Form, Parent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, 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, Merger Sub or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. Elections will be deemed to be revoked if this Agreement is terminated invalidate any otherwise properly made Election, unless otherwise determined by Parent, in accordance with its terms.sole discretion. As used herein, unless

Election Procedures. (ia) Holders of QBT Stock may elect to receive shares of BWFG Stock, cash or a combination thereof (in any case without interest) in exchange for their shares of QBT Stock in accordance with the following procedures, provided that, in the aggregate, seventy-five percent (75%) of the total number of shares of QBT Stock issued and outstanding at the Effective Time, including any Dissenting Shares (the “Stock Conversion Number”), shall be converted into the Stock Consideration and the remaining outstanding shares of QBT Stock shall be converted into the Cash Consideration. Shares of QBT Stock as to which a holder of QBT Stock has elected to receive the Cash Consideration (including, pursuant to a Mixed Election) are referred to herein as “Cash Election Shares.” Shares of QBT Stock as to which a holder of QBT Stock has elected to receive the Stock Consideration (including, pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” Shares of QBT 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 aggregate number of Stock Election Shares is referred to herein as the “Stock Election Number.” (b) 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 any certificate (a “Certificate”) theretofore representing shares of Company Common Stock or non-certificated shares represented by book entry (“Book Entry Shares”) the Certificates shall pass, only upon proper delivery of such Certificates or Book Entry Shares, respectively, to the Exchange Agent), in such form as Parent QBT and BWFG shall specify and as shall be reasonably acceptable to the Company mutually agree (the “Election Form”), shall be mailed together no more than forty (40) Business Days and no less than twenty (20) Business Days prior to the anticipated Effective Date or contemporaneously with the Joint Proxy Statement on such earlier date as QBT and BWFG shall mutually agree (the “Mailing Date”) to each holder of record of shares of Company Common QBT Stock as of five (5) Business Days prior to the close of business on the record date for notice of the Company Shareholders Meeting Mailing Date (the “Election Form Record Date”). (ii) . Each Election Form shall permit such holder, subject to the holder allocation and election procedures set forth in this Section 2.07, (or the beneficial owner through appropriate and customary documentation and instructions)i) to elect to receive all cash with respect to each share of QBT Stock held by such holder, other than any holder (ii) to elect to receive all BWFG Stock with respect to each share of any Excluded Shares or any Appraisal SharesQBT Common Stock held by such holder, (iii) to specify (A) the number of shares elect to receive cash with respect to a part of such holder’s Company Common QBT Stock and BWFG Stock with respect to which such holder elects to receive the Per Share Mixed Consideration, (B) the number of shares remaining part of such holder’s Company Common QBT Stock with respect to which such holder elects to receive the Per Share Stock Election Consideration(a “Mixed Election”), or (Civ) to indicate that such record holder makes has no election with respect preference as to the receipt of cash or BWFG Stock for such holder’s Company Common shares. A holder of record of shares of QBT Stock (“Non-who holds such shares as nominee, trustee or in another representative capacity may submit multiple Election Shares”)Forms, provided that each such Election Form covers all the shares of QBT Stock held by such nominee, trustee or held in another representative capacity for a particular beneficial owner. Any Company Common shares of QBT Stock with respect to which the holder thereof shall not, as of the Election Deadline, have 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. All Dissenting Shares shall be deemed Cash Election Shares, and with respect to such shares the holders thereof shall in no event receive consideration comprised of BWFG Stock, subject to Section 2.06; provided, however, that for purposes of making the proration calculations provided for in this Section 2.07 only Dissenting Shares as existing at the Effective Time shall be deemed Cash 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 Eastern time, on the 30th twenty-fifth (25th) day following the Mailing Date (or such other time and date as the Company QBT and Parent shall BWFG may mutually agree) (the “Election Deadline”) (other than any shares of Company Common Stock ); provided, however, that constitute Appraisal Shares as of such time) shall also be deemed to be Non-the Election Shares. (iii) Parent Deadline may not occur on or after the Closing Date. QBT shall 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 Company Common QBT Stock between the Election Form Record Date and the close of business on the Business Day prior to the Election Deadline, and the Company . QBT shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (iv) Any . 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. If an Election Form purports to make an election for a certificated Share of Company Common Stock or Book Entry Shares, then an An Election Form shall be deemed properly completed only (A) if accompanied by one or more Certificates (or customary affidavits and, if required by Parent and indemnification regarding the loss or destruction of such Certificates or the Surviving Corporation, the posting by guaranteed delivery of 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 CertificateCertificates) 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 QBT Stock covered by such Election Form, together with duly executed transmittal materials included in with the Election Form. If a QBT shareholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline (without later submitting a properly completed Election Form prior to the Election Deadline), the shares of QBT Stock held by such shareholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the Person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company Common Stock represented by such Election Form shall become Non-Election Shares and Parent BWFG shall cause the Certificate or Certificates representing such shares of Company Common Stock or Book Entry Shares relating to any revoked Election Form 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 or all of such shares of Company Common StockExchange Agent. Subject to the terms of this Agreement and of the Election Form, Parent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, 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, Merger Sub or the Exchange Agent shall have discretion to determine when any election, modification or revocation is received and whether any such election, modification or revocation has been properly made. (d) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be under any obligation converted into the right to notify any Person receive the Cash Consideration, and each holder of any defect in an Stock Election Form. Elections Shares will be deemed entitled to receive the Stock Consideration only with respect to that number of Stock Election Shares held by such holder (rounded to the nearest whole share) 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 remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration. (e) 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”), then all Stock Election Shares shall be revoked converted into the right to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (i) if this Agreement the Shortfall Number is terminated 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 each holder of Non-Election Shares shall receive the Stock Consideration in accordance respect of that number of Non-Election Shares held by such holder (rounded to the nearest whole share) 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 its termsthe remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (ii) 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 each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares held by such holder (rounded to the nearest whole share) 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. (i) 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 any certificate (a “Certificate”) the certificates theretofore representing shares of Company Common Stock or non-certificated shares represented by book entry (“Book Entry Shares”) East Penn Financial Shares shall pass, only upon proper delivery of such Certificates or Book Entry Shares, respectively, certificates to the Exchange Agent), Agent in such form as Parent HNC and East Penn Financial shall specify mutually agree (an “Election Form”) to holders of East Penn Financial Common Stock and as shall be reasonably acceptable East Penn Financial Options not more than forty (40) Business Days and not less than twenty (20) Business Days prior to the Company a date and time (the “Election FormDeadline”), ) that shall be mailed together or contemporaneously with mutually agreeable to HNC and East Penn Financial, but in any event not less than six (6) Business Days prior to the Joint Proxy Statement (Closing Date, and shall be designated in the “Mailing Date”) to each holder of record of shares of Company Common Stock as of the close of business on the record date for notice of the Company Shareholders Meeting (the “Election Form Record Date”). (ii) as 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 instructionsCash Consideration as shall be determined pursuant to the allocation rules set forth in Section 2.4(e), other than any holder and shall be deemed to hold Stock Election Shares and Cash Election Shares in corresponding amounts. (ii) The Exchange Agent shall use reasonable efforts to make the Election Form available to all persons who become holders of any Excluded Shares or any Appraisal Shares, to specify (A) the number of shares of such holder’s Company East Penn Financial Common Stock with respect to which such holder elects to receive during the Per Share Mixed Consideration, (B) period between the number record date for the mailing of shares of such holder’s Company 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 (“Non-Election Shares”). Any Company 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 30th day following the Mailing Date (or such other time and date as the Company and Parent shall agree) (the “Election DeadlineRecord Date”) (other than any shares of Company Common Stock that constitute Appraisal Shares as of such time) shall also be deemed to be Non-Election Shares. (iii) 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 Common Stock 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 Exchange Agent all information reasonably necessary for it to perform as specified herein. (iv) . Any holder's election shall have been properly made only if the Exchange Agent shall have received at its designated office, by the Election Deadline, a properly completed and signed Election Form accompanied by the 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 by the time set forth in such guarantee of delivery). (iii) If, as to any East Penn Financial Common Stock, the holder either: (i) does not submit a properly completed Election Form by before the Election Deadline. If ; (ii) revokes an Election Form purports prior to make an election for the Election Deadline and does not resubmit a certificated Share of Company Common Stock or Book Entry Shares, then an properly completed Election Form shall be deemed properly completed only (A) 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 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. In the event an ; or (iii) fails to perfect his, her or its dissenters' rights pursuant to subsection 2.7 of this Agreement, those shares of East Penn Financial Common Stock shall be designated "No-Election Form is revoked prior Shares." Nominee record holders who hold East Penn Financial Common Stock on behalf of multiple beneficial owners shall be required to the Election Deadline, indicate how many of the shares of Company Common held by them are Stock represented by such Election Form shall become Non-Shares, Cash 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 No-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 or all of such shares of Company Common Stock. Subject to the terms of this Agreement and of the Election Form, Parent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election FormsShares, 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, Merger Sub or the Exchange Agent shall be under any obligation how many shares held by them are subject to notify any Person of any defect in an Election Form. Elections will be deemed to be revoked if this Agreement is terminated in accordance with its termsa Mixed Election.

Election Procedures. (ia) 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 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 Certificates or Book Entry Shares, respectively, to the Exchange Agent), in such form as Parent shall specify and as shall be reasonably acceptable to the Company (the “Election Form”), including a letter of transmittal and related instructions, which Election Form and such other documents shall be in the form as Parent and the Company shall reasonably agree upon, shall be initially mailed together not less than twenty (20) Business Days prior to the anticipated Election Deadline or contemporaneously with on such other date as Parent and the Joint Proxy Statement Company shall mutually agree (the “Mailing Date”) to each holder of record of shares of Company Common Stock Holder as of the close of business on the record fifth (5th) Business Day prior to the Mailing Date or on such other date for notice of as Parent and the Company Shareholders Meeting shall mutually agree (the “Election Form Record Date”). (ii) 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 shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Mixed Consideration, (B) the number of shares of such holder’s Company 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 (“Non-Election Shares”). Any Company 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 30th day following the Mailing Date (or such other time and date as the Company 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 Non-Election Shares. (iiib) Parent shall make available one or more Election Forms (and other related documents) as may reasonably be requested from time to time by all Persons persons who become holders (or beneficial owners) of Company Common Stock record Holders 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 Exchange Agent all information reasonably necessary for it to perform as specified herein. (ivc) Each Election Form shall permit the Holder to specify: (i) the number such Holder’s Shares with respect to which such holder makes a Cash Election; and (ii) the number of such Holder’s Shares with respect to which such Holder makes a Stock Election. (d) 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 Days prior to Parent’s good faith estimate of the Closing Date (or such other time and date as Parent and the Company shall agree) (the “Election Deadline”) (other than Excluded Shares) shall be deemed to be Non-Election Shares. The Company and Parent shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline at least five (5) Business Days prior to the Election Deadline. 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. (e) Any election shall have been properly made effective only if the Exchange Agent shall have actually received a properly completed Election Form (including any required letter of transmittal, any Certificates and any other documents required by the Election Form) or any required letter of transmittal and the related instructions, by the Election Deadline. If an any Election Form purports is not properly made with respect to make an election for a certificated Share of Company Common Stock or Book Entry any Shares, then an such Election Form shall be deemed properly completed only (A) if accompanied by one or more Certificates (or customary affidavits andto be not in effect, if required by Parent or and 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 Formshall, together with duly executed transmittal materials included in the for purposes hereof, be deemed to be Non-Election FormShares, unless a proper Election is thereafter timely made. Any Election Form may be revoked or changed by the Person authorized person properly submitting such Election Form Form, by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company Common Stock Shares 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 FormShares, except to the extent (if any) a subsequent election is properly made with respect to any or all of such shares Shares prior to the Election Deadline. All elections shall be automatically deemed revoked upon receipt by the Exchange Agent of Company Common Stockwritten notification from the parties that this Agreement has been terminated in accordance with the terms hereof. If an election is revoked, any Certificates and other documents received by the Exchange Agent shall be promptly returned to the stockholder submitting the same to the Exchange Agent. (f) Subject to the terms of this Agreement and of the Election Form, Parent the Exchange Agent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith reasonable decisions of Parent (or the Exchange Agent, if so empowered) Agent regarding such matters shall be binding and conclusive. None of Parent, Merger Sub the Company or the Exchange Agent shall be under any obligation to notify any Person person of any defect in an Election Form. . (g) As promptly as practicable following the Effective Time, and in no event later than the third (3rd) Business Day thereafter, the Exchange Agent shall make all computations contemplated by Section 2.01(a). (h) Without limitation of Section 6.01, the Company and Parent shall solicit Cash Elections, Stock Elections will be deemed to be revoked if and Mixed Elections under this Agreement is terminated in accordance with its termscompliance with, and shall make any and all filings that are necessary or advisable under, all applicable rules and regulations of the SEC.

Election Procedures. (ia) 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 any certificate (a “Certificate”) the certificates 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 Certificates or Book Entry Shares, respectively, certificates to the Exchange AgentAgent (as defined below), ) in such form as Parent shall specify and as shall be reasonably acceptable to the Company shall mutually agree (the “Election Form”), ) shall be mailed together 35 days prior to the anticipated Effective Date or contemporaneously with on such other date as the Joint Proxy Statement Company and Parent shall mutually agree (the “Mailing Date”) to each holder of record of shares of Company Common Stock as of the close of business on the record date for notice of fifth business day prior to the Company Shareholders Meeting Mailing Date (the “Election Form Record Date”). (iib) 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 shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Mixed Consideration, (Bi) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Stock Consideration (“Stock Election ConsiderationShares”), (ii) 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 (“Cash Election Shares”), or (Ciii) that such holder makes no election with respect to such holder’s Company Common Stock (“Non-No Election Shares”). Any Company 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 30th 33rd day following the Mailing Date (or such other time and date as Parent and the Company and Parent shall may mutually 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 Non-“No Election Shares.” (iiic) 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 Company Common Stock between the 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. (ivd) 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. If an Election Form purports to make an election for a certificated Share of Company Common Stock or Book Entry Shares, then an An Election Form shall be deemed properly completed only (A) if accompanied by one or more Certificates certificates (or customary affidavits and, if required by Parent and indemnification regarding the loss or destruction of such certificates or the Surviving Corporation, the posting by guaranteed delivery of 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 Certificatecertificates) 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 Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the Person person submitting such Election Form by written notice received by the Exchange Agent at or prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company Common Stock represented by such Election Form shall become Non-No Election Shares and Parent shall cause the Certificates 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 or all of such shares of Company Common Stock. Subject to the terms of this Agreement and of the Election Form, Parent the Exchange Agent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith reasonable decisions of Parent (or the Exchange Agent, if so empowered) regarding Agent such matters shall be binding and conclusive. None of Parent, Merger Sub or Neither Parent nor the Exchange Agent shall be under any obligation to notify any Person person of any defect in an Election Form. Elections will be deemed . (e) Within ten business days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, Parent shall cause the Exchange Agent to be revoked if this Agreement is terminated 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 its terms.the Election Forms as follows:

Election Procedures. 3.2.1. Holders of GLB Common Stock may elect to receive shares of FNFG Common Stock or cash (iin either case without interest) in exchange for their shares of GLB Common Stock in accordance with the procedures set forth herein; provided that, in the aggregate, and subject to the provisions of 3.2, 50% of the total number of shares of GLB Common Stock issued and outstanding at the Effective Time, including any Dissenting Shares but excluding any Treasury Shares (the “Stock Conversion Number”), shall be converted into the Stock Consideration and the remaining outstanding shares of GLB Common Stock shall be converted into the Cash Consideration. Shares of GLB 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 GLB Common Stock as to which a Stock Election has been made (including, pursuant to a Mixed Election) are referred to as “Stock Election Shares.” Shares of GLB 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 aggregate number of shares of GLB Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.” Any Dissenting Shares shall be deemed to be Cash Election Shares, and the holders thereof shall in no event receive consideration comprised of FNFG Common Stock with respect to such shares; provided; however, that for purposes of making the proration calculations provided for in this Section 3.2, only Dissenting Shares as existing at the Effective Time shall be deemed Cash Election Shares. 3.2.2. 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 any certificate (a “Certificate”) theretofore representing shares of Company Common Stock or non-certificated shares represented by book entry (“Book Entry Shares”) the Certificates shall pass, only upon proper delivery of such Certificates or Book Entry Shares, respectively, to the Exchange Agent), in such form as Parent GLB and FNFG shall specify and as shall be reasonably acceptable to the Company mutually agree (the “Election Form”), shall be mailed together no more than 40 business days and no less than 20 business days prior to the anticipated Effective Time or contemporaneously with the Joint Proxy Statement on such earlier date as FNFG and GLB shall mutually agree (the “Mailing Date”) to each holder of record of shares of Company GLB Common Stock as of five business days prior to the close of business on the record date for notice of the Company Shareholders Meeting Mailing Date (the “Election Form Record Date”). (ii) . Each Election Form shall permit such holder, subject to the holder allocation and election procedures set forth in this Section 3.2, (or i) to elect to receive the beneficial owner through appropriate and customary documentation and instructions)Cash Consideration for all of the shares of GLB Common Stock held by such holder, other than any holder in accordance with Section 3.1.3, (ii) to elect to receive the Stock Consideration for all of any Excluded Shares or any Appraisal Sharessuch shares, in accordance with Section 3.1.3, (iii) elect to specify (A) receive the number of shares Stock Consideration for a part of such holder’s Company GLB Common Stock with respect to which such holder elects to receive and the Per Share Mixed Consideration, (B) Cash consideration for the number of shares remaining part of such holder’s Company GLB Common Stock with respect to which such holder elects to receive the Per Share Stock Election ConsiderationStock, or (Civ) to indicate that such record holder makes has no election with respect preference as to such holder’s Company the receipt of cash or FNFG Common Stock for such shares. A holder of record of shares of GLB Common Stock who holds such shares as nominee, trustee or in another representative capacity (a “Non-Representative”) may submit multiple Election Shares”)Forms, provided that each such Election Form covers all the shares of GLB Common Stock held by such Representative for a particular beneficial owner. Any Company shares of GLB Common Stock with respect to which the holder thereof shall not, as of the Election Deadline, have 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. 3.2.3. 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 30th 20th day following the Mailing Date (or such other time and date as the Company FNFG and Parent shall GLB may mutually agree) (the “Election Deadline”) (other than any shares of Company Common Stock ); provided, however, that constitute Appraisal Shares as of such time) the Election Deadline may not occur on or after the Closing Date. GLB shall also be deemed use its reasonable best efforts to be Non-Election Shares. (iii) Parent shall make available one up to two separate Election Forms, or more such additional Election Forms as FNFG may reasonably be requested from time permit, to time by all Persons persons who become holders (or beneficial owners) of Company GLB Common Stock between the Election Form Record Date and the close of business on the Business Day business day prior to the Election Deadline, and the Company . GLB shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (iv) Any . 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. If an Election Form purports to make an election for a certificated Share of Company Common Stock or Book Entry Shares, then an An Election Form shall be deemed properly completed only (A) if accompanied by one or more Certificates (or customary affidavits and, if required by Parent and indemnification regarding the loss or destruction of such Certificates or the Surviving Corporation, the posting by guaranteed delivery of 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 CertificateCertificates) 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 GLB Common Stock covered by such Election Form, together with duly executed transmittal materials included in with the Election Form. If an GLB shareholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline (without later submitting a properly completed Election Form prior to the Election Deadline), the shares of GLB Common Stock held by such shareholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the Person person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company Common Stock represented by such Election Form shall become Non-Election Shares and Parent FNFG shall cause the Certificate or Certificates representing such shares of Company Common Stock or Book Entry Shares relating to any revoked Election Form to be promptly returned without charge to the Person 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 or all of such shares of Company Common StockExchange Agent. Subject to the terms of this Agreement and of the Election Form, Parent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, 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, Merger 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 an Election Formsuch election, modification or revocation has been properly made. Elections will be deemed to All elections shall be revoked automatically if the Exchange Agent is notified in writing by FNFG or GLB, upon exercise by FNFG or GLB of its respective or their mutual rights to terminate this Agreement is to the extent provided under Article XI, that this Agreement has been terminated in accordance with its termsArticle XI. 3.2.4. If the aggregate number of shares of GLB Common Stock with respect to which Stock Elections shall have been made (the “Stock Election Number”) exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares of each holder thereof shall be converted into the right to receive the Cash Consideration, and Stock Election Shares of each holder thereof will be converted into the right to receive the Stock Consideration in respect of that number of Stock Election Shares 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 remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration. 3.2.5. 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”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and 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 the Non-Election Shares of each holder thereof shall convert into the right to receive the Stock Consideration in respect of that number of Non-Election Shares 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 Cash Election Shares of each holder thereof shall convert into the right to 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. OLB and Holdings will include a copy of an Election Form with each copy of the Prospectus/Proxy Statement mailed to holders of Holdings Common Stock in connection with the Holdings Common Stockholders’ Meeting, pursuant to which Holdings Common Stockholders will: (i) 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 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 Certificates or Book Entry Shares, respectively, to the Exchange Agent), in such form as Parent shall 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 each holder of record of shares of Company Common Stock as of the close of business on the record date for notice of the Company Shareholders Meeting (the “Election Form Record Date”). (ii) 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 shares of such holder’s Company Common Stock with respect to which such holder elects Elect to receive the Per Share Mixed Consideration, (B) the number of shares of such holder’s Company Common Stock Consideration with respect to which such holder elects all or a portion of their shares of Holdings Common Stock (the “Common Stock Election Shares”); or (ii) Elect to receive the Per Share Stock Election Consideration, or (C) that such holder makes no election Cash Consideration with respect to such holder’s Company all or a portion of their shares of Holdings Common Stock (the “Non-Cash Election Shares”). Any Company Common Stock with respect OLB and Holdings shall each use their reasonable efforts to which make the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the 30th day following the Mailing Date (or such other time and date as the Company 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 available to be Non-Election Shares. (iii) 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 Company Holdings Common Stock during the period between the Election Form Record Date record date for the 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. (iv) . Any election Holdings Common Stockholder’s Election shall have been properly made only if 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. If , (ii) revokes 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 (A) 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 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. In the event an Deadline and does not resubmit a properly completed Election Form is revoked prior to the Election Deadline, or (iii) otherwise fails to make an Election pursuant to Section 2.8(b) of this Agreement, then the shares of Company Holdings Common Stock represented held by such holder shall be designated “No-Election Form Shares.” Nominee record holders who hold Holdings Common Stock on behalf of multiple beneficial owners shall become Non-be required to indicate how many of the shares held by them are Common Stock Election Shares, Cash 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 No-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 or all of such shares of Company Common StockShares. Subject to the terms For purposes of this Agreement and of the Election FormSection 2.5, Parent any Objecting Holdings Shares shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, 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, Merger Sub or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. Elections will be deemed to be revoked if this Agreement is terminated in accordance with its termshave elected Cash Election Shares.

Election Procedures. (ia) An Not less than thirty (30) days prior to the anticipated Effective Time (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 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 Certificates or Book Entry Shares, respectively, to the Exchange Agent), in such form as Parent CME Group shall 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 each holder of record of shares of Company NYMEX Holdings Common Stock Securities as of five (5) Business Days prior to the close of business on the record date for notice of the Company Shareholders Meeting Mailing Date (the “Election Form Record Date”). (iib) Each Election Form shall permit the holder (or the beneficial owner Beneficial Owner through appropriate and customary documentation and instructions), other than any holder of any Excluded Shares or any Appraisal Dissenting NYMEX Holdings Shares, to specify (Ai) the number of shares of such holder’s Company NYMEX Holdings Common Stock with respect to which such holder elects to receive the Per Share Mixed Consideration, (B) the number of shares of such holder’s Company Common Stock Securities with respect to which such holder elects to receive the Per Share Stock Consideration (the “Stock Election ConsiderationShares”), (ii) the number of shares of such holder’s NYMEX Holdings Common Securities with respect to which such holder elects to receive the Per Share Cash Consideration (the “Cash Election Shares”) or (Ciii) that such holder makes no election with respect to such holder’s Company NYMEX Holdings Common Stock Securities (the “Non-No Election Shares”). Any Company NYMEX Holdings Common Stock Securities with respect to which the Exchange Agent has does not received receive an effective, properly completed Election Form on or before 5:00 p.m., New York time, on during the 30th day following the Mailing Date (or such other time and date as the Company and Parent shall agree) (the “Election Deadline”) Period (other than any shares of Company NYMEX Holdings Common Stock Securities that constitute Appraisal Dissenting NYMEX Holdings Shares as of such timethe Election Deadline) shall also be deemed to be Non-No Election Shares. CME Group shall publicly announce the anticipated Election Deadline at least five (5) Business Days prior to the anticipated Effective Time. If the Effective Time is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and CME Group shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (iiic) Parent CME Group 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 ownersBeneficial Owners) of Company NYMEX Holdings Common Stock between Securities during the Election Form Record Date and the close of business on the Business Day prior to the Election DeadlinePeriod, and the Company NYMEX Holdings shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (ivd) Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by during the Election 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 (A) 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 Form, together with duly executed transmittal materials included in the Election FormPeriod. Any Election Form may be revoked or changed by the Person submitting such Election Form Form, by written notice received by the Exchange Agent prior to during the Election DeadlinePeriod. In the event an Election Form is revoked prior to during the Election DeadlinePeriod, the shares of Company NYMEX Holdings Common Stock Securities represented by such Election Form shall become Non-No 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 FormShares, except to the extent (if any) a subsequent election is properly made during the Election Period with respect to any or all of such shares of Company NYMEX Holdings Common StockSecurities. Subject to the terms of this Agreement and of the Election Form, Parent the Exchange Agent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith reasonable decisions of Parent (or the Exchange Agent, if so empowered) Agent regarding such matters shall be binding and conclusive. None of Parent, Merger Sub CME Group or NYMEX Holdings or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. Elections will be deemed to be revoked if this Agreement is terminated in accordance with its terms.

Election Procedures. (ia) 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 any certificate (a “Certificate”) the Certificates theretofore representing shares of Company Common Stock Units, or nonBook-certificated shares represented by book entry (“Book Entry Shares”) Common Units, shall pass, only upon proper delivery of such Certificates or Book Book-Entry SharesCommon Units, respectively, to the Exchange Agent), upon adherence to the procedures set forth in the letter of transmittal) in such form as Parent shall specify and as shall be reasonably acceptable to the Company shall reasonably agree (the “Election Form”), ) shall be mailed together or contemporaneously with the Joint Proxy Statement (the “Mailing Date”) to each holder of record of shares of Company Common Stock Units as of the close of business on the record date for notice of the Company Shareholders Meeting (the “Election Form Record Date”)Unitholder Meeting. (iib) 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 (Ai) the number of shares such holder’s Common Units with respect to which such holder makes a Cash Election, and (ii) the number of such holder’s Company Common Stock Units with respect to which such holder elects to receive the Per Share make a Mixed Consideration, (B) the number of shares of such holder’s Company 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 (“Non-Election Shares”)Election. Any Company Common Stock 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 30th day following Business Day that is three (3) Business Days prior to the Mailing Closing Date (which date shall be publicly announced by Parent as soon as reasonably practicable) (or such other time and date as the Company and Parent shall agreeagree in writing) (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 “Non-Electing Common Units.” If the Closing Date is delayed to a subsequent date, the Election SharesDeadline 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. (iiic) Parent shall make available one or more Election Forms available as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Company Common Stock Units between the Election Form Record Date record date for the 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. (ivd) 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 by prior to the Election Deadline. If an Election Form purports to make an election for a certificated Share of Company Common Stock or Book Entry Shares, then an An Election Form shall be deemed properly completed only (Ai) 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 customary affidavits and, if required by Parent or the Surviving Corporation, the posting by an appropriate guarantee of delivery of such Person of a bond, Certificates as set forth in such reasonable amount Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Surviving Corporation may directExchange Act), as indemnity against any claim that may be made against it with respect to such Certificate) and/or (Bii) upon receipt of an “agent’s message” by the Exchange Agent or such other evidence of transfer of Book Book-Entry Shares Common Units to the Exchange Agent as the Exchange Agent may reasonably request, collectively representing all shares of Company Common Stock Units covered by such Election Form, together with duly executed transmittal materials included in with the Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form Form, by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company Common Stock Units represented by such Election Form shall become Non-Election Shares Electing Common Units and Parent shall cause the Certificates representing such shares of Company Common Stock or Book Entry Shares Units to be promptly returned without charge to the Person submitting the Election Form upon such revocation or written request to that effect from the holder who submitted the Election Form; provided, except to the extent (if any) however, that a subsequent election is properly may be made with respect to any or all of such 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 Article 8 of Company Common Stock. this Agreement. (e) Subject to the terms of this Agreement and of the Election Form, Parent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, in consultation with both Parent and 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 the Election Forms, and any good faith reasonable decisions of Parent (or the Exchange Agent, if so empowered) Agent regarding such matters shall be binding and conclusive. None of Parent, Merger Sub Parent or the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. Elections will be deemed to be revoked if this Agreement is terminated in accordance with its terms.

Election Procedures. (ia) An Not less than 20 days prior to the anticipated Effective Time (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 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 Certificates or Book Entry Shares, respectively, to the Exchange Agent), in such form as Parent CME shall specify and as shall be reasonably acceptable to the Company GFI (the “"Election Form”), ") shall be mailed together or contemporaneously with the Joint Proxy Statement (the “Mailing Date”) to each holder of record of shares of Company GFI Common Stock as of five Business Days prior to the close of business on the record date for notice of the Company Shareholders Meeting Mailing Date (the “"Election Form Record Date”"). (iib) Each Election Form shall permit the holder (or the beneficial owner Beneficial Owner through appropriate and customary documentation and instructions), other than any holder of any Excluded Shares or any Appraisal Shares, ) to specify (Ai) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Mixed Consideration, (B) the number of shares of such holder’s Company 's GFI Common Stock with respect to which such holder elects to receive the Per Share Stock Consideration (the "Stock Election ConsiderationShares"), (ii) the number of shares of such holder's GFI Common Stock with respect to which such holder elects to receive the Per Share Cash Consideration (the "Cash Election Shares") or (Ciii) that such holder makes no election with respect to such holder’s Company 's GFI Common Stock (“Non-the "No Election Shares”"). Any Company GFI Common Stock with respect to which the Exchange Agent has does not received receive an effective, properly completed Election Form on or before 5:00 p.m., New York time, on during the 30th day following the Mailing Date (or such other time and date as the Company and Parent Election Period 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 Non-No Election Shares. CME shall publicly announce (which public announcement may be on a Form 8-K filed with the SEC) the anticipated Election Deadline at least five Business Days prior to the anticipated Effective Time. If the Effective Time is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and CME shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (iiic) Parent CME 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 ownersBeneficial Owners) of Company GFI Common Stock between during the Election Form Record Date and the close of business on the Business Day prior to the Election DeadlinePeriod, and the Company GFI shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (ivd) Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by during the Election 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 (A) 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 Form, together with duly executed transmittal materials included in the Election FormPeriod. Any Election Form may be revoked or changed by the Person submitting such Election Form Form, by written notice received by the Exchange Agent prior to during the Election DeadlinePeriod. In the event an Election Form is revoked prior to during the Election DeadlinePeriod, the shares of Company GFI Common Stock represented by such Election Form shall become Non-No 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 FormShares, except to the extent (if any) a subsequent election is properly made during the Election Period with respect to any or all of such shares of Company GFI Common Stock. Subject to the terms of this Agreement and of the Election Form, Parent the Exchange Agent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith reasonable decisions of Parent (or the Exchange Agent, if so empowered) Agent regarding such matters shall be binding and conclusive. None of Parent, Merger Sub CME or GFI or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. Elections will be deemed to be revoked if this Agreement is terminated in accordance with its terms.

Election Procedures. (i) Holders of ENBHC Common Stock may elect to receive shares of New Provident Bancorp Common Stock, the Cash Election Price, or a combination thereof, in exchange for their shares of ENBHC Common Stock in accordance with the following procedures. 3.2.1. An election form as New Provident Bancorp and other appropriate ENBHC shall mutually agree ("Election Form") will be sent no more than 60 business days and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to 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 Certificates or Book Entry Shares, respectively, no less than 15 business days prior to the Exchange Agent), expected Effective Time (provided that it need not be sent until the requisite approvals from the Bank Regulators (as defined in such form as Parent shall 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”Section 8.4) have been obtained) to each holder of record of shares of Company ENBHC Common Stock as of the close of business on the record date for notice of the Company Shareholders Meeting (the “Election Form Record Date”). (ii) Each Election Form shall permit the permitting such holder (or in the case of nominee record holders, the beneficial owner through appropriate proper instructions and customary documentation and instructionsdocumentation), other than any holder of any Excluded Shares or any Appraisal Shares, (i) to specify (A) the number of shares of such holder’s Company elect to receive New Provident Bancorp Common Stock with respect to which such holder elects to receive the Per Share Mixed Consideration, (B) the number of shares each share of such holder’s Company 's ENBHC Common Stock as provided herein (the "ENBHC Stock Election Shares"), (ii) to elect to receive cash with respect to which each share of such holder elects to receive holder's ENBHC Common Stock as provided herein (the Per Share Stock "ENBHC Cash Election ConsiderationShares"), or (Ciii) that such holder makes no election with respect to elect to receive New Provident Bancorp Common Stock for part of such holder’s Company 's ENBHC Common Stock (“Non-Election Shares”)as provided herein and cash for the remaining part of such holders' ENBHC Common Stock as provided herein. Any Company shares of ENBHC Common Stock with respect to which the holder thereof shall not, as of the Election Deadline, have made such an election by submission to the Exchange Agent has not received on an effective, properly completed Election Form shall be deemed converted on a share by share basis into either the right to receive the Cash Election Price or before 5:00 p.m., New York time, on the 30th day following the Mailing Date (or such other time and date as the Company and Parent shall agree) (the “Election Deadline”) (other than any shares of Company Provident Bancorp Common Stock that constitute Appraisal as New Provident Bancorp shall determine in its sole discretion. Any Dissenting Shares as of such time) shall also be deemed to be Non-ENBHC Cash Election Shares. (iii) 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 Common Stock 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 Exchange Agent all information reasonably necessary for it to perform as specified herein. (iv) Any election shall have been properly made only if the Exchange Agent shall have received a properly completed Election Form by the Election 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 (A) 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 shares the holders thereof shall in no event receive consideration comprised 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 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. In the event an Election Form is 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 or all of such shares of Company New Provident Bancorp Common Stock. Subject to the terms of this Agreement and of the Election Form, Parent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, 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, Merger Sub or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. Elections will be deemed to be revoked if this Agreement is terminated in accordance with its terms.

Election Procedures. (ia) 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 any certificate (a “Certificate”) the Certificates 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 Certificates or Book Entry Shares, respectively, to the Exchange Agent), ) in such form as Parent shall specify and as shall be reasonably acceptable to the Company (the “"Election Form”), ") shall be mailed together or contemporaneously with the Joint Proxy Statement or at such other time as the Company and Parent may agree (the “"Mailing Date”") to each holder of record of shares of Company Common Stock as of the close of business on the record date for notice of the Company Shareholders Special Meeting (the “"Election Form Record Date”"). (iib) 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 Dissenting Shares, to specify (Ai) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Mixed Consideration, (B) the number of shares of such holder’s 's Company Common Stock with respect to which such holder elects to receive the Per Share Stock Consideration ("Stock Election ConsiderationShares"), (ii) 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 ("Cash Election Shares"), or (Ciii) that such holder makes no election with respect to such holder’s 's Company Common Stock (“Non-"No Election Shares”"). Any Company 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 30th 33rd day following the Mailing Date (or such other time and date as the Company and Parent shall agree) (the “"Election Deadline”") (other than any shares of Company Common Stock that constitute Appraisal Dissenting Shares as of such time) shall also be deemed to be Non-"No Election Shares." (iiic) 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 Common Stock 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 Exchange Agent all information reasonably necessary for it to perform as specified herein. (ivd) 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. If an Election Form purports to make an election for a certificated Share of Company Common Stock or Book Entry Shares, then an An Election Form shall be deemed properly completed only (A) if accompanied by one or more Certificates (or customary affidavits and, if required by Parent and indemnification regarding the loss or destruction of such Certificates or the Surviving Corporation, the posting by guaranteed delivery of 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 CertificateCertificates) 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 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. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company Common Stock represented by such Election Form shall become Non-No 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 or all of such the applicable shares of Company Common Stock. Subject to the terms of this Agreement and of the Election Form, Parent the Exchange Agent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith reasonable decisions of Parent (or the Exchange Agent, if so empowered) Agent regarding such matters shall be binding and conclusive. None of Parent, Merger Sub Purchaser or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. Elections will be deemed . (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 be revoked if this Agreement is terminated 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 its terms.the Election Forms as follows:

Election Procedures. OLB and MDBC will include a copy of an Election Form with each copy of the Prospectus/Proxy Statement mailed to holders of MDBC Common Stock in connection with the MDBC Common Stockholders’ Meeting, pursuant to which MDBC Common Stockholders will: (i) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk Elect to receive the Common Stock Consideration with respect to all or a portion of loss and title to any certificate (a “Certificate”) theretofore representing their shares of Company MDBC Common Stock or non-certificated shares represented by book entry (“Book Entry Shares”) shall pass, only upon proper delivery of such Certificates or Book Entry Shares, respectively, to the Exchange Agent), in such form as Parent shall specify and as shall be reasonably acceptable to the Company (the “Common Stock Election FormShares”), shall be mailed together or contemporaneously with the Joint Proxy Statement (the “Mailing Date”) to each holder of record of shares of Company Common Stock as of the close of business on the record date for notice of the Company Shareholders Meeting (the “Election Form Record Date”).; or (ii) Each Election Form shall permit Elect to receive 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 shares of such holder’s Company Common Stock Cash Consideration with respect to which such holder elects to receive the Per Share Mixed Consideration, (B) the number all or a portion of their shares of such holder’s Company 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 MDBC Common Stock (the “Non-Cash Election Shares”). Any Company Common Stock with respect OLB and MDBC shall each use its reasonable efforts to which make the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the 30th day following the Mailing Date (or such other time and date as the Company 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 available to be Non-Election Shares. (iii) 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 Company MDBC Common Stock during the period between the Election Form Record Date record date for the MDBC 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. (iv) . Any election holder’s Election shall have been properly made only if the Exchange Agent shall have received at its designated office, by the Election Deadline, a properly completed and signed Election Form accompanied by the MDBC Certificate(s) to which such Election Form relates, in form acceptable for transfer (or by an appropriate guarantee of delivery of such MDBC 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 MDBC Certificate(s) are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery). If a holder of MDBC Common Stock (i) does not submit a properly completed Election Form by before the Election Deadline. If , (ii) revokes 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 (A) 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 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. In the event an Deadline and does not resubmit a properly completed Election Form is revoked prior to the Election Deadline, or (iii) fails to perfect his, her or its rights pursuant to Section 2.6(b) of this Agreement, then the shares of Company MDBC Common Stock represented held by such holder shall be designated “No-Election Form Shares.” Nominee record holders who hold MDBC Common Stock on behalf of multiple beneficial owners shall become Non-be required to indicate how many of the shares held by them are Common Stock Election Shares, Cash 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 No-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 or all of such shares of Company Common StockShares. Subject to the terms For purposes of this Agreement and of the Election FormSection 2.2, Parent any Objecting MDBC Shares shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, 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, Merger Sub or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. Elections will be deemed to be revoked if this Agreement is terminated Cash Election Shares and, with respect to such shares, the holders thereof shall in accordance with its termsno event be classified as holders of Reallocated Common Stock Shares.

Election Procedures. (ia) 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 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 Certificates or Book Entry Shares, respectively, to the Exchange Agent), in such form as Parent shall specify and as shall be reasonably acceptable to the Company (the “Election Form”), including a letter of transmittal and related instructions, which Election Form and such other documents shall be in the form as Parent and the Company shall reasonably agree upon, shall be initially mailed together not less than twenty (20) Business Days prior to the anticipated Election Deadline or contemporaneously with on such other date as Parent and the Joint Proxy Statement Company shall mutually agree (the “Mailing Date”) to each holder of record of shares of Company Common Stock as of the close of business on the record fifth (5th) Business Day prior to the Mailing Date or on such other date for notice of as Parent and the Company Shareholders Meeting shall mutually agree (the “Election Form Record Date”). (ii) 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 shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Mixed Consideration, (B) the number of shares of such holder’s Company 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 (“Non-Election Shares”). Any Company 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 30th day following the Mailing Date (or such other time and date as the Company 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 Non-Election Shares. (iiib) Parent shall make available one or more Election Forms (and other related documents) as may reasonably be requested from time to time by all Persons who become record holders (or beneficial owners) of Company Common Stock 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 Exchange Agent all information reasonably necessary for it to perform as specified herein. (ivc) Each Election Form shall permit the record holder of Company Common Stock to specify: (x) the number of shares of such holder’s Company Common Stock with respect to which such holder makes a Mixed Election; (y) the number of shares of such holder’s Company Common Stock with respect to which such holder makes a Cash Election; and (z) the number of shares of such holder’s Company Common Stock with respect to which such holder makes a Stock Election. (d) Any shares of Company 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., Eastern Time, on the date that is three (3) Business Days prior to the Closing Date (or such other time and date as Parent and the Company shall agree) (the “Election Deadline”) (other than Canceled Shares) shall be deemed to be “No Election Shares” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares. The Company and Parent shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline at least five (5) Business Days prior to the Election Deadline. 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. (e) Any election shall have been properly made effective only if the Exchange Agent shall have actually received a properly completed Election Form (including any required letter of transmittal, any Certificates and other documents required by the Election Form) or any required letter of transmittal and the related instructions, by the Election 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 (A) 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 Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the authorized Person properly submitting such Election Form Form, by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company Common Stock represented by such Election Form shall become Non-No 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 FormShares, except to the extent (if any) a subsequent election is properly made with respect to any or all of such shares of Company Common StockStock prior to the Election Deadline. All elections shall be automatically deemed revoked upon receipt by the Exchange Agent of written notification from the parties that this Agreement has been terminated in accordance with the terms hereof. If an election is revoked, any Certificates and other documents received by the Exchange Agent shall be promptly returned to the shareholder submitting the same to the Exchange Agent. (f) Subject to the terms of this Agreement and of the Election Form, Parent the Exchange Agent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith reasonable decisions of Parent (or the Exchange Agent, if so empowered) Agent regarding such matters shall be binding and conclusive. None of Parent, Merger Sub the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. . (g) As promptly as practicable following the First Effective Time, and in no event later than the third (3rd) Business Day thereafter, the Exchange Agent shall make all computations contemplated by Section 2.1(a)(ii). (h) Without limitation of Section 5.3, the Company and Parent shall solicit Cash Elections, Stock Elections will be deemed to be revoked if and Mixed Elections under this Agreement is terminated in accordance with its termscompliance with, and shall make any and all filings that are necessary or advisable under, all applicable rules and regulations of the SEC.

Election Procedures. (ia) An Not less than thirty (30) days prior to the anticipated Effective Time (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 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 Certificates or Book Entry Shares, respectively, to the Exchange Agent), in such form as Parent shall 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 each holder of record of shares of Company Common Stock as of five (5) Business Days prior to the close of business on the record date for notice of the Company Shareholders Meeting Mailing Date (the “Election Form Record Date”). (iib) Each Election Form shall permit the holder (or the beneficial owner 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 shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Mixed Consideration, (Bi) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Stock Consideration (the “Stock Election ConsiderationShares”), (ii) 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 (the “Cash Election Shares”) or (Ciii) that such holder makes no election with respect to such holder’s Company Common Stock (the “Non-No Election Shares”). Any Company Common Stock with respect to which the Exchange Agent has does not received receive an effective, properly completed Election Form on or before 5:00 p.m., New York time, on during the 30th day following period from the Mailing Date (or such other time and date as to the Company and Parent shall agree) Election Deadline (the “Election DeadlinePeriod”) (other than any shares of Company Common Stock that constitute Appraisal Shares as of such time) shall also be deemed to be Non-No Election Shares. Parent shall publicly announce the anticipated Election Deadline at least five (5) Business Days prior to the anticipated Effective Time. If the Effective Time 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. (iiic) 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 ownersBeneficial Owners) of Company Common Stock between during the Election Form Record Date and the close of business on the Business Day prior to the Election DeadlinePeriod, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (ivd) Any election made pursuant to this Section 8 shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by during the Election 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 (A) 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 Form, together with duly executed transmittal materials included in the Election FormPeriod. Any Election Form may be revoked or changed by the Person submitting such Election Form Form, by written notice received by the Exchange Agent prior to during the Election DeadlinePeriod. In the event an Election Form is revoked prior to during the Election DeadlinePeriod, the shares of Company Common Stock represented by such Election Form shall become Non-No 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 FormShares, except to the extent (if any) a subsequent election is properly made during the Election Period 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, Parent the Exchange Agent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith reasonable decisions of Parent (or the Exchange Agent, if so empowered) Agent regarding such matters shall be binding and conclusive. None of Parent, Merger Sub Parent or the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. Elections will be deemed to be revoked if this Agreement is terminated in accordance with its terms.

Election Procedures. (ia) An election form Subject to the proration and other appropriate and customary transmittal materials (which shall specify that delivery shall be effectedredesignation procedures set forth in Section 1.8, and risk each holder of loss and title to any certificate (a “Certificate”) theretofore representing record of shares of Company Common Stock or non-certificated shares represented by book entry (“Book Entry other than Excluded Shares and Dissenting Shares”) will be entitled to elect to receive for each such share the Cash Consideration and/or the Parent Stock Consideration. All such elections shall pass, only upon proper delivery be made on an election form and letter of such Certificates or Book Entry Shares, respectively, to the Exchange Agent), transmittal designed for that purpose in such form as Parent shall specify and as shall be reasonably acceptable to the Company mutually agree (the collectively, an “Election Form”). Holders of record of shares of Company Common Stock who hold such shares as nominees, trustees or in other representative capacities (“Share Representatives”) may submit multiple Election Forms, provided that such Share Representative certifies that each such Election Form covers all the shares of Company Common Stock held by each such Share Representative for a particular beneficial owner. (b) Subject to adjustment in accordance with Section 1.7(d), the number of shares of Company Common Stock (other than Excluded Shares) plus the number of Equity Award Equivalent Shares (such number, the “Fully Diluted Stock Amount”) to be converted into the right to receive Cash Consideration for such shares shall be a number equal to 32.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) (the “Maximum Cash Election Number”). (c) Subject to adjustment in accordance with Section 1.7(d), the number of shares of Company Common Stock (other than Excluded Shares) to be converted into the right to receive Parent Stock Consideration for such shares shall be a number equal to 67.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) (the “Maximum Stock Election Number”). (d) Notwithstanding the provisions of Section 1.7(b) with regard to the Maximum Cash Election Number or Section 1.7(c) with regard to the Maximum Stock Election Number, if the number of Stock Electing Shares is (i) greater than the Maximum Stock Election Number set forth in Section 1.7(c) and (ii) equal to or less than a number equal to 81% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) (the “Stock Election Cap Number”, and any such number between the Maximum Stock Election Number set forth in Section 1.7(c) and up to the Stock Election Cap Number, the “Overage Stock Election Number”), then, for all purposes of this Agreement, the “Maximum Stock Election Number” shall be increased to be a number equal to such Overage Stock Election Number, and the “Maximum Cash Election Number” shall be reduced to be a number equal to the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) minus the Overage Stock Election Number; provided, for the avoidance of doubt, (x) the Overage Stock Election Number cannot be greater than a number equal to 81% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) even if the number of Stock Electing Shares is greater than the Stock Election Cap Number, (y) the Maximum Stock Election Number cannot be less than a number equal to 67.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares), and (z) the Maximum Cash Election Number cannot be greater than a number equal to 32.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares). (e) The Election Form shall be mailed together or contemporaneously with the Joint Proxy Statement (the “Mailing Date”) to each holder all holders of record of shares of Company Common Stock as of the close of business on the record date for notice of the Company Shareholders Meeting (the “Election Form Record Date”). (ii) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions)Stockholders Meeting. Thereafter, other than any holder of any Excluded Shares or any Appraisal Shares, to specify (A) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Mixed Consideration, (B) the number of shares of such holder’s Company 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 (“Non-Election Shares”). Any Company 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 30th day following the Mailing Date (or such other time and date as the Company and Parent shall agree) (each use its reasonable and diligent efforts to mail or make available the “Election Deadline”) (other than any Form to all persons who become holders of shares of Company Common Stock that constitute Appraisal Shares as of such time) shall also be deemed to be Non-Election Shares. (iii) 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 Common Stock during the period between the Election Form Record Date record date for the Company Stockholders Meeting and the close of business on the Business Day prior to the Election Deadline, and the Company Parent shall provide to Computershare Trust Company, N.A., Parent’s exchange agent (the “Exchange Agent Agent”) with all information reasonably necessary for it to perform as specified herein. (iv) Any election shall have been properly made only if the Exchange Agent shall have received a properly completed Election Form by the Election Deadline. If To be effective, 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 must be deemed properly completed only (A) 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” and received by the Exchange Agent on or such other evidence of transfer of Book Entry Shares before 5:00 p.m., Chicago Time, on the fifth Business Day prior to the Exchange Agent as Effective Time (the Exchange Agent may reasonably request, collectively representing all shares of Company Common Stock covered by such “Election Form, together with duly executed transmittal materials included in the Election FormDeadline”). Any Election Form may be revoked or changed modified by the Person person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or modification is actually received by the Exchange Agent at or prior to the Election Deadline. In the event an Election Form is 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 or all of such shares of Company Common Stock. Subject to the terms of this Agreement and of the Election Form, Parent the Exchange Agent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, reasonable discretion to determine whether any election, revocation or change modification has been properly or timely made and to disregard immaterial defects in the any Election FormsForm, and any good faith reasonable decisions of Parent (or the Exchange Agent, if so empowered) Agent regarding such matters shall be binding and conclusive. None of ParentAs used in this Agreement, Merger Sub “Business Day” means any day except Saturday, Sunday and any day on which banks in Mattoon, Illinois, or the Exchange Agent shall be under any obligation Decatur, Illinois, are authorized or required by law or other government action to notify any Person of any defect in an Election Form. Elections will be deemed to be revoked if this Agreement is terminated in accordance with its termsclose.

Election Procedures. (ia) 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 any certificate (a “Certificate”) theretofore representing shares of Company Common Stock the Certificates or nonBook Entry-certificated shares represented by book entry (“Book Entry Shares”) Shares shall pass, only upon proper delivery of such Certificates or Book an “agent’s message” with respect to such Book-Entry Shares, respectively, to the Exchange Agent), ) in such form as Parent Purchaser shall reasonably specify and as shall be reasonably acceptable to the Company (the “Election Form”), ) shall be mailed together no later than two (2) Business Days after the Closing Date or contemporaneously with on such other date as Purchaser and the Joint Proxy Statement Company shall mutually agree (the “Mailing Date”) to each holder of record of shares of Company Common Stock as of the close of business on the record date for notice of the Company Shareholders Meeting Closing Date (the “Election Form Record Date”). (iib) 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 (Ai) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Mixed Consideration, makes a Stock/Cash Election and (Bii) the number of shares of such holder’s Company 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 (“Non-Election Shares”)a Cash Election. Any shares of Company Common Stock with respect to which the Exchange Agent (as defined below) has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the 30th twentieth (20th) day following the Mailing Date (or such other time and date as Purchaser and the Company 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 Non-“No Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Stock/Cash Election with respect to such No Election Shares. (iiic) Parent shall make available one or more Election Forms Except as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) provided in the last sentence of Company Common Stock between the Election Form Record Date and the close of business on the Business Day prior to the Election DeadlineSection 1.9(b), and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (iv) Any 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. 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 (A) 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 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 Form, by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company Common Stock represented by such Election Form shall become Non-No 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 FormShares, except to the extent (if any) a subsequent election is properly made with respect to any or all of such shares of Company Common StockStock prior to the Election Deadline. Subject to the terms of this Agreement and of the Election Form, Parent the Exchange Agent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good good-faith reasonable decisions of Parent (or the Exchange Agent, if so empowered) Agent regarding such matters shall be binding and conclusive. None of Parent, Purchaser, Merger Sub Sub, the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. Elections will be deemed . (d) Purchaser shall cause the Exchange Agent to be revoked if this Agreement is terminated promptly coordinate with Independence Trust Company (the “Trustee”) for the further distribution of Election Forms to participants and beneficiaries under the Company’s Employee Stock Ownership Plan (as amended and restated), effective January 1, 2002 (the “ESOP”), and the mailing and receipt of Election Forms with respect to shares of Company Common Stock held in accordance with its termsthe name of Trustee under the ESOP for the benefit of participants thereunder.

Election Procedures. (i) An Oak Hill Financial will cause to be sent to ------------------- all record holders of L▇▇▇▇▇▇▇ Financial Common as of a record date fixed for such purpose by L▇▇▇▇▇▇▇ Financial, with the concurrence of Oak Hill Financial, not later than 30 days prior to the expected Closing Date, and Oak Hill Financial will use its best efforts to cause to be sent to each holder of L▇▇▇▇▇▇▇ Financial Common who first becomes a holder after such 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 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 Certificates or Book Entry Shares, respectively, to the Exchange Agent), in such form as Parent Oak Hill Financial and L▇▇▇▇▇▇▇ Financial shall specify and as shall be reasonably acceptable to the Company mutually agree (the “"Election Form”), shall be mailed together ") and other appropriate materials to effect the surrender of certificates representing shares of L▇▇▇▇▇▇▇ Financial Common in exchange for either cash or contemporaneously with the Joint Proxy Statement stock as provided herein. The Election Form will allow each such holder (the “Mailing Date”i) to each holder elect to receive the Stock Consideration with respect to all of record of such holder's shares of Company Common Stock as of the close of business on the record date for notice of the Company Shareholders Meeting (the “Election Form Record Date”). L▇▇▇▇▇▇▇ Financial Common, (ii) Each Election Form shall permit to elect to receive 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, Cash Consideration with respect to specify (A) the number of shares all of such holder’s Company Common Stock 's shares of L▇▇▇▇▇▇▇ Financial Common, (iii) to elect to receive the Cash Consideration with respect to which such holder elects to receive the Per Share Mixed Consideration, (B) the number of shares some of such holder’s Company 's shares of L▇▇▇▇▇▇▇ Financial Common and the Stock with respect to which such holder elects to receive the Per Share Stock Election Consideration, or (C) that such holder makes no election Consideration with respect to such holder’s Company 's remaining shares of L▇▇▇▇▇▇▇ Financial Common Stock or (“Noniv) to indicate no election (the "No-Election Shares”"). Any Company Shares of L▇▇▇▇▇▇▇ Financial Common as to which an election to receive the Stock Consideration has been made, including pursuant to a mixed election, are referred to herein as "Stock Election Shares." Shares of L▇▇▇▇▇▇▇ Financial Common as to which an election to receive the Cash As Executed Consideration has been made, including pursuant to a mixed election, are referred to herein as "Cash Election Shares." As of the Election Deadline, as defined below, any shares of L▇▇▇▇▇▇▇ Financial Common with respect to which the holder thereof shall not have made such election by submission to Registrar and Transfer Co., as Exchange Agent has not received (the "Exchange Agent"), of an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the 30th day following the Mailing Date (or such other time and date as the Company 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 NonNo-Election Shares. (iii) 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 Common Stock 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 Exchange Agent all information reasonably necessary for it to perform as specified herein. (iv) . Any election to receive the Stock Consideration or the Cash Consideration shall have been properly made only if the Exchange Agent shall have received by 5:00 p.m., New Jersey time, three business days prior to the Closing Date (or such other time as Oak Hill Financial and L▇▇▇▇▇▇▇ Financial may mutually agree) (the "Election Deadline"), a properly completed Election Form by the Election DeadlineForm. If an 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 will be deemed properly completed only (A) if accompanied by one or more Certificates certificates representing all shares of L▇▇▇▇▇▇▇ Financial covered thereby (or customary affidavits and, if required by Parent Oak Hill Financial, indemnification regarding the loss or destruction of such certificates or the Surviving Corporation, guaranteed delivery of such certificates) together with all other documents required by 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 Election Form 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 Form, together with duly executed transmittal materials included in the Election Formshares. Any Election Form may be revoked or changed by the Person person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent if, but only if, such notice is received by the Exchange Agent at or prior to the Election Deadline. In All elections shall automatically be revoked if the event an Election Form Merger is revoked abandoned for any reason, whereupon all certificates for shares of L▇▇▇▇▇▇▇ Financial Common to which each such election relates shall be promptly returned to the holder submitting the same to the Exchange Agent. The Exchange Agent shall have reasonable discretion to determine when any election, modification or revocation is received and whether any such election, modification or revocation has been properly made, consistent with the duty of the Exchange Agent to give effect to such elections, modifications or revocations to the extent possible. For the purpose of this Section 2.11, the number of shares of L▇▇▇▇▇▇▇ Financial held of record by each holder of L▇▇▇▇▇▇▇ Financial immediately prior to the Effective Time shall be determined with reference to a complete list of the holders of L▇▇▇▇▇▇▇ Financial prepared and certified as correctly reflecting its stock records by L▇▇▇▇▇▇▇ Financial as of the Election DeadlineDeadline (the "Stock List"). Each entry on the Stock List shall be presumed to represent a different holder of L▇▇▇▇▇▇▇ Financial unless it appears from the face of the Stock List that several entries are only variations in the spelling or presentation of the same name or names. Any questions concerning the Stock List shall be determined by the Exchange Agent, the decision of which shall be final and binding on all parties involved. Holders of record of shares of L▇▇▇▇▇▇▇ Financial Common who hold such shares as nominees, trustees or in other representative capacities (a "Representative") may submit multiple Election Forms, provided that such Representative certifies that each such Election Form covers all of the shares of Company L▇▇▇▇▇▇▇ Financial Common Stock represented held by that Representative for a particular beneficial owner. Oak Hill Financial may establish such Election Form shall become Non-Election Shares other rules and Parent shall cause the Certificates representing such shares of Company Common Stock or Book Entry Shares to be promptly returned without charge procedures relating to the Person submitting the Election Form upon written request to that effect from the holder who submitted the Election Formelections herein provided, except to the extent (if any) a subsequent election is properly made not inconsistent with respect to any or all of such shares of Company Common Stock. Subject to the terms of this Agreement Agreement, as may be necessary to facilitate the prompt and orderly receipt and processing of elections and the prompt distribution of the Election FormStock Consideration and the Cash Consideration to which the former holders of L▇▇▇▇▇▇▇ Financial become entitled by virtue of this Agreement, Parent including procedures governing the issuance and delivery of certificates of Oak Hill Common into which shares of L▇▇▇▇▇▇▇ Financial Common are converted in the Merger and the payment for L▇▇▇▇▇▇▇ Financial Common converted into the right to receive the Cash Consideration in the Merger, provided that no such rule or procedure shall have sole discretionthe effect of impairing the continuity of proprietary interest needed to qualify the Merger as a tax-free reorganization under the Code. No transfer taxes shall be payable by any shareholder of L▇▇▇▇▇▇▇ Financial with respect to the issuance of certificates for Oak Hill Common and no expenses shall be imposed on any shareholder of L▇▇▇▇▇▇▇ Financial in connection with the conversion of shares of L▇▇▇▇▇▇▇ Financial Common into cash or shares of Oak Hill Common and the delivery of such cash or shares to the former holder of L▇▇▇▇▇▇▇ Financial Common entitled thereto, except that (i) if any certificate of Oak Hill Common is to be issued in a name other than that in which a certificate or certificates for shares of L▇▇▇▇▇▇▇ Financial surrendered shall have been registered, it may delegate in whole shall be a condition to such issuance that the person requesting such issuance shall pay to Oak Hill Financial any transfer taxes payable by reason thereof or in part of any prior transfer of such surrendered certificate or certificates or establish to the satisfaction of Oak Hill Financial that such As Executed taxes have been paid or are not payable, and (ii) nothing herein shall relieve a shareholder of L▇▇▇▇▇▇▇ Financial Common of any expenses associated with surrendering such holder's certificates of L▇▇▇▇▇▇▇ Financial Common to the Exchange Agent, to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, 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, Merger Sub or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. Elections will be deemed to be revoked if this Agreement is terminated in accordance with its terms.

Election Procedures. (ia) 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 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 Certificates or Book Entry Shares, respectively, to the Exchange Agent), in such form as Parent shall specify and as shall be reasonably acceptable to the Company (the “Election Form”), including a letter of transmittal and related instructions, which Election Form and such other documents shall be in the form as Parent and the Company shall reasonably agree upon, shall be initially mailed together not less than twenty (20) Business Days prior to the anticipated Election Deadline or contemporaneously with on such other date as Parent and the Joint Proxy Statement Company shall mutually agree (the “Mailing Date”) to each holder of record of shares of Company Common Stock as of the close of business on the record fifth (5th) Business Day prior to the Mailing Date or on such other date for notice of as Parent and the Company Shareholders Meeting shall mutually agree (the “Election Form Record Date”). (ii) 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 shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Mixed Consideration, (B) the number of shares of such holder’s Company 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 (“Non-Election Shares”). Any Company 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 30th day following the Mailing Date (or such other time and date as the Company 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 Non-Election Shares. (iiib) Parent shall make available one or more Election Forms (and other related documents) as may reasonably be requested from time to time by all Persons who become record holders (or beneficial owners) of Company Common Stock 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 Exchange Agent all information reasonably necessary for it to perform as specified herein. (ivc) Each Election Form shall permit the record holder of Company Common Stock to specify: (x) the number of shares of such holder’s Company Common Stock with respect to which such holder makes a Mixed Election; (y) the number of shares of such holder’s Company Common Stock with respect to which such holder makes a Cash Election; and (z) the number of shares of such holder’s Company Common Stock with respect to which such holder makes a Stock Election. (d) Any shares of Company 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., Eastern Time, on the date that is three (3) Business Days prior to the Closing Date (or such other time and date as Parent and the Company shall agree) (the “Election Deadline”) (other than Canceled Shares) shall be deemed to be “No Election Shares” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares. The Company and Parent shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline at least five (5) Business Days prior to the Election Deadline. 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. (e) Any election shall have been properly made effective only if the Exchange Agent shall have actually received a properly completed Election Form (including any required letter of transmittal, any Certificates and other documents required by the Election Form) or any required letter of transmittal and the related instructions, by the Election 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 (A) 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 Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the authorized Person properly submitting such Election Form Form, by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company Common Stock represented by such Election Form shall become Non-No 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 FormShares, except to the extent (if any) a subsequent election is properly made with respect to any or all of such shares of Company Common StockStock prior to the Election Deadline. All elections shall be automatically deemed revoked upon receipt by the Exchange Agent of written notification from the parties that this Agreement has been terminated in accordance with the terms hereof. If an election is revoked, any Certificates and other documents received by the Exchange Agent shall be promptly returned to the shareholder submitting the same to the Exchange Agent. (f) Subject to the terms of this Agreement and of the Election Form, Parent the Exchange Agent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith reasonable decisions of Parent (or the Exchange Agent, if so empowered) Agent regarding such matters shall be binding and conclusive. None of Parent, Merger Sub the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. . (g) As promptly as practicable following the First Effective Time, and in no event later than the third (3rd) Business Day thereafter, the Exchange Agent shall make all computations contemplated by Section ‎2.1(a)(ii). (h) Without limitation of Section ‎5.3, the Company and Parent shall solicit Cash Elections, Stock Elections will be deemed to be revoked if and Mixed Elections under this Agreement is terminated in accordance with its termscompliance with, and shall make any and all filings that are necessary or advisable under, all applicable rules and regulations of the SEC.