Common use of Election Procedures Clause in Contracts

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Certificates 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 thirty days prior to the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) to each holder of record of Company Common Stock as of the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (i) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Common Unit Consideration and (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. Any Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the twentieth (20th) day following the Mailing Date (or such other time and date as Parent and the Company shall agree) (the “Election Deadline”) (other than Cancelled Shares or any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall be deemed to be “No Election Shares”. (c) 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. (d) Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates (or customary affidavits and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificate) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form, by written notice received by the Exchange Agent prior to the Election Deadline. 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 No Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock 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, the Exchange Agent 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 decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. (a) An Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and other appropriate form of election (the "Letter of Transmittal and customary transmittal materials Form of Election") to be provided by the Paying Agent (which as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock Certificates transmitted therewith shall pass, only upon proper delivery of such the Certificates to the Exchange Paying Agent) in such form as Parent shall specify and as . Elections shall be reasonably acceptable made by mailing to the Company (the “Paying Agent a duly completed Letter of Transmittal and Form of Election Form”) shall in accordance with Section 3.3(b). To be mailed thirty days prior to the anticipated Closing Date or on such other date as Parent effective, a Letter of Transmittal and the Company shall mutually agree (the “Mailing Date”) to each holder Form of record of Company Common Stock as of the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify must be (i) properly completed, signed and submitted to the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Common Unit Consideration Paying Agent at its designated office and (ii) accompanied by the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive Certificates representing the Per Share Cash Consideration. Any Shares with respect as 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 twentieth (20th) day following the Mailing Date election is being made (or by an appropriate guarantee of delivery of such other time and Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date as Parent and the of execution of such guarantee of delivery). The Company shall agree) (the “Election Deadline”) (other than Cancelled Shares determine, in its sole and absolute discretion, which authority it may delegate in whole or any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall be deemed to be “No Election Shares”. (c) 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 in part to the Election DeadlinePaying Agent, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates (or customary affidavits and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificate) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form, by written notice received by the Exchange Agent prior to the Election Deadline. 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 No Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock 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, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change Letter of Transmittal and Form of Election has been properly completed, signed and submitted or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions revoked. The decision of the Exchange Agent regarding Company (or the Paying Agent, as the case may be) in such matters shall be binding conclusive and conclusivebinding. None of Parent, Neither the Company or nor the Exchange Paying Agent shall will be under any obligation to notify any Person person of any defect in an a Letter of Transmittal and Form of Election Formsubmitted to the Paying Agent.

Election Procedures. (a) 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 the certificates theretofore representing record of shares of Company Common Stock shall pass, only upon proper delivery of such Certificates to the Exchange Agent) in such form as Parent shall specify and as shall be reasonably acceptable to the Company (the “Election FormHolder”) shall be mailed thirty days prior have the right, subject to the anticipated Closing Date or on limitations set forth in this Article III, to submit an election with respect to the shares of Company Virginia Sub Common Stock to be received by such other date as Parent and holder in the Company shall mutually agree Reincorporation Merger 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 “Mailing DateElection”) to each holder of record of Company Common Stock as of the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (i) the number of shares of such holder’s Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such holder elects Holder desires to receive the Per make a Share Common Unit Consideration Election and (ii) the number of shares of such holder’s Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such holder elects Holder desires to receive the Per Share make a Cash Consideration. Any Shares with respect Election. (b) Parent shall prepare a form reasonably acceptable 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 twentieth (20th) day following the Mailing Date (or such other time and date as Parent and the Company shall agree) (the “Election DeadlineForm of Election”) (other than Cancelled Shares or any shares which shall be mailed to record holders of Company Common Stock that constitute Dissenting Shares so as of such time) shall be deemed to be “No permit those holders to exercise their right to make an Election Shares”prior to the Election Deadline. (c) Parent shall make the Form of Election initially available one or more not less than twenty (20) business days prior to the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Company Common Stock between the Election Form Record Date and the close of business on the business day prior to the Election Deadline. The Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and the Company shall provide cash in lieu fractional shares and, if any Holder so elects and subject to the Exchange Agent all information reasonably necessary for it proviso to perform as specified hereinthe last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any such election Election shall have been made properly made only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have actually received a properly completed Election Form received, by the Election Deadline. An , a Form of Election Form shall be deemed properly completed only if and signed and accompanied by one Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which such Form of Election relates or more certificates (or by an appropriate customary affidavits andguarantee of delivery of such certificates, if required by Parent, the posting by such Person of a bond, as set forth in such reasonable amount as Parent may directForm of Election, as indemnity against from a member of any claim registered national securities exchange or a commercial bank or trust company in the United States; provided, that may be made against it with respect such Company Certificates are in fact delivered to the Exchange Agent by the time required in such certificate) representing all guarantee of delivery. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “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 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 No Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock 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, the Exchange Agent 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 decisions principal office of the Exchange Agent regarding such matters is located) on the date that Parent and the Company shall be binding agree is as near as practicable to five (5) business days prior to the expected Closing Date. Parent and conclusive. None the Company shall cooperate to issue a press release reasonably satisfactory to each of Parentthem announcing the date of the Election Deadline not more than twenty (20) business days before, and at least ten (10) business days prior to, the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election FormDeadline.

Election Procedures. (a) An Not less than three (3) Business Days prior to the mailing of the Proxy Statement pursuant to Section 5.3(a), Parent shall designate a bank or trust company reasonably acceptable to the Company to act as exchange agent hereunder (the "Exchange Agent") for the purpose of exchanging certificates that immediately prior to the Effective Time represented shares of Company Common Stock (the "Certificates") and shares of Company Common Stock represented by book-entry ("Book-Entry Shares"). (b) Each person who, on or prior to the Election Date, is a record holder of shares of Company Common Stock shall be entitled to specify the number of such holder's shares of Company Common Stock (and, if such shares to which the election relates are represented by Certificates, such particular shares) with respect to which such holder makes a Cash Election or Stock Election. (c) Parent shall prepare and file as an exhibit to the Registration Statement a form of election (the "Form of Election") in form and other appropriate and customary transmittal materials (which substance reasonably acceptable to the Company. The Form of Election shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock any Certificates shall pass, pass only upon proper delivery of such Certificates to the Exchange Agent) in such form as Parent shall specify Form of Election and as shall be reasonably acceptable to the Company (the “Election Form”) shall be mailed thirty days prior to the anticipated Closing Date or on such other date as Parent and the any Certificates. The Company shall mutually agree (mail the “Mailing Date”) Form of Election with the Proxy Statement to each holder all persons who are record holders of record shares of Company Common Stock as of the close record date for the Company Stockholders' Meeting. The Form of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any be used by each record holder of Dissenting Shares, to specify (i) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Common Unit Consideration and (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. Any Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the twentieth (20th) day following the Mailing Date (or such other time and date as Parent and the Company shall agree) (the “Election Deadline”) (other than Cancelled Shares or any shares of Company Common Stock that constitute Dissenting Shares as (or, in the case of such timenominee record holders, the Beneficial Owner through proper instructions and documentation) shall be deemed who wishes to be “No make a Cash Election Shares”. (c) Parent shall make available one or more a Stock Election Forms as may reasonably be requested from time to time by or a combination of both for any and all Persons who become holders (or beneficial owners) shares of Company Common Stock held by such holder. The Company shall use its commercially reasonable efforts to make the Form of Election available to all persons who become holders of shares 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 shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified hereinDate. (d) Any such holder's election shall have been properly made only if the Exchange Agent shall have actually received at its designated office, by 5:00 p.m., New York City time, on or prior to (1) the date of the Company Stockholders' Meeting or (2) if the Closing Date is more than four (4) Business Days following the Company Stockholders' Meeting, two (2) Business Days preceding the Closing Date, or (3) such other date as the parties mutually agree (the "Election Date"), a Form of Election properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if and signed and accompanied by one or more certificates (or customary affidavits and, if required by Parent, i) Certificates representing the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificate) representing all shares of Company Common Stock covered to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Parent as set forth in such Form of Election Form, together with duly executed transmittal materials included from a firm that is an "eligible guarantor institution" (as defined in Rule 17Ad-15 under the Exchange Act); provided that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, any additional documents required by the procedures set forth in the Form of Election. After a Cash Election Formor a Stock Election is validly made with respect to any shares of Company Common Stock, no further registration of transfers of such shares shall be made on the stock transfer books of the Company, unless and until such Cash Election or Stock Election is properly revoked in accordance with Section 2.7(f). (e) Parent and the Company shall publicly announce the anticipated Election Date at least five (5) Business Days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Date shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Date. (f) Any Cash Election Form or Stock Election may be revoked with respect to all or changed a portion of the shares of Company Common Stock subject thereto by the Person submitting such holder who submitted the applicable Form of Election Form, by appropriate written notice received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Election DeadlineDate. In the event an addition, all Cash Elections and Stock Elections shall automatically be revoked if this Agreement is terminated in accordance with Article VII. If a Cash Election Form or Stock Election is revoked prior with respect to the Election Deadline, the shares of Company Common Stock represented by such Election Form shall become No Election Shares and Parent shall cause the certificates Certificates, Certificates representing such shares of Parent Common Stock to shall be promptly returned without charge to the Person submitting the Election Form upon written request to holder that effect from the holder who submitted the Election Form, except same to the extent Exchange Agent. (if anyg) 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, the Exchange Agent 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 decisions The determination of the Exchange Agent regarding such matters shall be binding (or the joint determination of Parent and conclusive. None of Parentthe Company, in the Company or event that the Exchange Agent declines to make any such determination) shall be under conclusive and binding as to whether or not Cash Elections and Stock Elections shall have been properly made or revoked pursuant to this Section 2.7 and as to when Cash Elections, Stock Elections and revocations were received by the Exchange Agent. The Exchange Agent (or Parent and the Company jointly, in the event that the Exchange Agent declines to make the following computation) shall also make all computations as to the proration contemplated by Section 2.6(d), and absent manifest error this computation shall be conclusive and binding. The Exchange Agent may, with the written agreement of Parent and the Company, make any obligation rules as are consistent with this Section 2.7 for the implementation of the Cash Elections and Stock Elections provided for in this Agreement as shall be necessary or desirable to notify any Person of any defect in an Election Formeffect these Cash Elections and Stock Elections.

Election Procedures. (a) An Each Person who, at or prior to the Election Deadline, is a record holder of shares of Company Common Stock (which, for purposes of this Section 2.04, shall include the holders of all Cash-Out RSUs) shall have the right, subject to the limitations set forth in this Article II, to submit an election on or prior to the Election Deadline in accordance with the procedures set forth in this Section 2.04. (b) At the time of the mailing of the Proxy Statement to holders of record of shares of Company Common Stock entitled to vote at the Company Stockholders Meeting (the “Mailing Date”), the Company shall use reasonable best efforts to mail an election form and other appropriate and customary transmittal materials (which which, in the case of shares of Company Common Stock represented by Certificates, shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent) , upon adherence to the procedure set forth in the Letter of Transmittal, and shall be in such form and have such other provisions as Parent shall specify and as shall be reasonably acceptable to the Company may reasonably agree) (the “Election Form”) shall be mailed thirty days prior to the anticipated 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 as of the close record date for the Company Stockholders Meeting. Holders of business on the fifth business day prior to the Mailing Date (the “record of Company Common Stock who hold such Company Common Stock as nominees, trustee or in other representative capacities may, through proper instructions and documentation, submit a separate Election Form Record Date”)on or before the Election Deadline with respect to each beneficial owner for whom such nominee, trustee or representative holds such Company Common Stock. (bc) Each Election Form shall permit each Person who, at or prior to the Election Deadline, is a record holder (or or, in the case of nominee record holders, the beneficial owner owner, through appropriate proper instructions and customary documentation and instructions)documentation) of shares of Company Common Stock, other than any holder of Dissenting SharesStockholder, to specify (i) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per makes a Share Common Unit Consideration and Election, (ii) the number of shares of such holder’s Company Common Stock with respect to which such holder elects makes a Mixed Election, and (iii) the number of shares of Company Common Stock with respect to receive the Per Share which such holder makes a Cash Consideration. Election. (d) Any Shares shares of Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on at or before 5:00 p.m., New York time, on the twentieth Business Day that is one (20th1) day following Business Day immediately preceding the Mailing Date date of the Company Stockholders Meeting (or such other time and date as may be mutually agreed by Parent and the Company shall agreeCompany) (the “Election Deadline”) (other than Cancelled Shares or any shares of Company Common Stock that constitute Dissenting Shares as of such time) ), shall be deemed to be “No Non-Election Shares”. If the Company Stockholders Meeting is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. For the avoidance of doubt, any Non-Election Shares will receive the Mixed Consideration. (ce) 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 record date for the Company Stockholders Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it the Exchange Agent to perform as specified hereinin this Agreement and as specified in any agreement between Parent and/or the Company and the Exchange Agent. (df) Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An After a Share Election, Mixed Election Form shall be deemed properly completed only if accompanied by one or more certificates (or customary affidavits and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be Cash Election is validly made against it with respect to any shares of Company Common Stock, any subsequent transfer of such certificate) representing all 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 submitting such Election Form, by written notice of such revocation 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 No Non-Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock 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 and not revoked with respect to any or all of such shares of Company Common StockStock prior to the Election Deadline. Any termination of this Agreement in accordance with Article VIII shall result in the revocation of all Election Forms delivered to the Exchange Agent on or prior to the date of such termination. (g) Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, election or revocation or change has been properly or timely made and to disregard immaterial defects in the any submitted Election Forms, and any Form. Any good faith decisions determinations of the Exchange Agent (or, in the event that the Exchange Agent declines to make any such determination, the joint determination of Parent and the Company) regarding such matters shall be binding and conclusive. None of Parent, the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. The Exchange Agent (or, in the event the Exchange Agent declines to make such computations, Parent and the Company jointly) shall also make all computations contemplated by Sections 2.01(c), 2.02(f) and 2.05 hereof, and absent manifest error such computations shall be conclusive and binding on Parent, the Company and all holders of Company Common Stock. (h) The Company and Parent shall have the right to make rules, not inconsistent with the terms of this Agreement, governing the validity and effectiveness of Election Forms and Letters of Transmittal and the payment of the Merger Consideration.

Election Procedures. Each holder of record of Company Common Stock issued and outstanding immediately prior to the Election Deadline (a “Company Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election on or prior to the Election Deadline in accordance with the following procedures: (a) An election form and other appropriate and customary transmittal materials Each Company Holder may specify in a request made in accordance with the provisions of this Section 2.03 (which shall specify that delivery shall be effectedan “Election”), and risk (A) the number of loss and title to the certificates theretofore representing shares of Company Common Stock shall passwith respect to which such Company Holder desires to make a Share Election, only upon proper delivery (B) the number of shares of Company Common Stock with respect to which such Certificates Company Holder desires to make a Mixed Election, and (C) the Exchange Agent) number of shares of Company Common Stock with respect to which such Company Holder desires to make a Cash Election, and the order in which either such form as Parent shall specify and as election is to apply to any such shares if the election is subject to proration pursuant to Section 2.04. Any Company Holder who makes an Election shall be required to waive all appraisal rights in connection with making such Election. (b) TopCo shall prepare a form reasonably acceptable to the Company (the “Election FormForm of Election”) ), which shall be mailed thirty days by TopCo to record holders of Company Common Stock so as to permit those Company Holders to exercise their right to make an Election prior to the anticipated Closing Date Election Deadline. (c) TopCo shall mail or on such other date cause to be mailed or delivered, as Parent and applicable, the Company shall mutually agree (the “Mailing Date”) Form of Election to each holder of record holders of Company Common Stock as of the close of record date for the Company Stockholders’ Meeting not less than 20 business on the fifth business day days prior to the Mailing Date (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (i) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Common Unit Consideration and (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. Any Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the twentieth (20th) day following the Mailing Date (or such other time and date as Parent and the Company shall agree) (the “anticipated Election Deadline”) (other than Cancelled Shares or any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall be deemed to be “No Election Shares”. (c) Parent . TopCo shall make available one or more Forms of Election Forms as may reasonably be requested from time to time by all Persons persons who become holders (or beneficial owners) of record of Company Common Stock between during the Election Form Record Date period following the record date for the Company Stockholders’ Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any such election Election shall have been made properly made only if the Exchange Agent shall have actually received a properly completed Election Form by received, prior to the Election Deadline. An , a Form of Election Form shall be deemed properly completed only if and signed and accompanied by one or more certificates Certificates (or affidavits of loss in lieu of the Certificates) to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company or by an appropriate customary affidavits guarantee of delivery of such Certificates, as set forth in such Form of Election, from a firm that is an eligible guarantor institution (as defined in Rule 17Ad−15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)); provided that such Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery, and, if required by Parentin the case of shares of Company Common Stock in book-entry form, any additional documents specified in the posting by such Person procedures set forth in the Form of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect Election. Failure to such certificate) representing all deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by TopCo, in its sole and absolute discretion. As used herein, unless otherwise jointly agreed in advance by the Company and TopCo, “Election 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 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 No Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock 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, the Exchange Agent 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 decisions principal office of the Exchange Agent regarding such matters is located) on a date mutually agreed by the Company and Parent but which in no event shall be binding less than 30 days prior to the anticipated Closing Date. TopCo and conclusive. None the Company shall issue a joint press release reasonably satisfactory to each of Parentthem announcing the anticipated date of the Election Deadline not more than 15 business days before, and at least five business days prior to, the Company or anticipated date of the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election FormDeadline.

Election Procedures. (a) An On the date the NAP Information Statement is mailed pursuant to Section 5.2, Parent shall, or shall cause the Exchange Agent to, mail to each Holder of NAP Public Units receiving the NAP Information Statement pursuant to Section 5.2, an election form form, prepared by Parent and other appropriate reasonably acceptable to the NAP Conflicts Committee (the “Election Form”), pursuant to which a holder of NAP Public Units may make an Election as specified in Section 2.3(c). The Election Form shall set forth instructions for making an Election and customary transmittal materials (which effecting the Surrender of NAP Certificates and Book-Entry NAP Common Units in connection with the making of an Election, shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock NAP Certificates shall pass, and an Election shall be properly made in respect of NAP Public Units, only upon proper delivery of such the NAP Certificates (or lost certificate affidavit as contemplated by this Section 2.3(a)) to the Exchange Agent) Agent or, in the case of Book-Entry NAP Common Units, upon adherence to the procedures set forth in the Election Form, and shall otherwise be in such customary form and have such other provisions as Parent and NAP may reasonably agree. The Election Form shall specify and as set forth procedures that must be taken by the Holder of any NAP Certificate that has been lost, destroyed or stolen; it shall be reasonably acceptable a condition to the Company (right of such Holder to make an Election, to deliver, along with the “Election Form”) shall be mailed thirty days , a duly executed lost certificate affidavit, including an agreement to indemnify Parent, signed exactly as the name or names of the registered Holder or Holders of NAP Public Units appeared on the books of NAP immediately prior to the anticipated Closing Date or on Effective Time, together with a customary bond and such other date documents, in each case, as Parent and the Company shall mutually agree (the “Mailing Date”) to each holder of record of Company Common Stock as of the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”)may reasonably require in connection therewith. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (i) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Common Unit Consideration and (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. Any Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the twentieth (20th) day following the Mailing Date (or such other time and date as Parent and the Company shall agree) (the “Election Deadline”) (other than Cancelled Shares or any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall be deemed to be “No Election Shares”. (c) 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) Holders of Company Common Stock between the Election Form Record Date and the close of business on the business day NAP Public Units prior to the Election Deadline, and the Company . NAP shall provide to the Exchange Agent all information reasonably necessary for it to perform the obligations specified in this Section 2.3 and as specified hereinin any agreement among the parties and the Exchange Agent. (dc) Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form Each Holder of NAP Public Units shall be deemed properly completed only if accompanied by one or more certificates (or customary affidavits andentitled, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificate) representing all shares or any portion of Company Common Stock covered the NAP Public Units held by such Election FormPerson, 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 Formto make, 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, an election (an “Election” and the shares act of Company Common Stock represented by making an Election, “Elect”) specifying (x) the number of such Election Form shall become No Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock 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 Holder’s NAP Public Units with respect to any or which such Holder makes a Common Stock Election (each NAP Public Unit in respect of which a Holder properly makes, and does not revoke, a Common Stock Election in accordance with this Section 2.3 (for avoidance of doubt, excluding all deemed Elections pursuant to the last sentence of this Section 2.3(c)), a “Common Stock Election Unit”, and the aggregate number of Common Stock Election Units, the “Common Stock Election Total”); and (y) the number of such shares holder’s NAP Public Units with respect to which such holder makes a Preferred Stock Election (each NAP Public Unit in respect of Company Common Stock. Subject which a holder properly makes, and does not revoke, a Preferred Stock Election in accordance with this Section 2.3 (for avoidance of doubt, excluding all deemed Elections pursuant to the terms last sentence of this Agreement Section 2.3(c)), a “Preferred Stock Election Unit”, and the aggregate number of Preferred Stock Election Units, the “Preferred Stock Election Total”). Any NAP Public Units with respect to which no Election shall have properly been made (or, if an Election shall have been made, shall have been revoked and not properly remade) prior to the Election Form, the Exchange Agent 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 decisions of the Exchange Agent regarding such matters Deadline shall be binding and conclusive. None deemed for purposes of ParentSection 2.1(c)(i) to have been made as a Common Stock Election with respect to such NAP Public Units, if the Company Common Stock Election Total exceeds the Preferred Stock Election Total, or a Preferred Stock Election, if the Exchange Agent shall be under any obligation to notify any Person of any defect in an Common Stock Election FormTotal exceeds the Preferred Stock Election Total.

Election Procedures. (a) 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 the certificates theretofore representing record of shares of Company Common Stock shall passto be converted into the right to receive the Merger Consideration in accordance with, only upon proper delivery of such Certificates to the Exchange Agent) in such form as Parent shall specify and as shall be reasonably acceptable to the Company subject to, this Article III (the a “Election FormHolder”) shall be mailed thirty days prior have the right, subject to the anticipated Closing Date or on such other date as Parent and limitations set forth in this Article III, to submit an election in accordance with the Company shall mutually agree following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.3 (herein called an “Mailing DateElection”) to each holder of record of Company Common Stock as of the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (i) the number of 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 Common Unit Consideration make a Stock Election and (ii) 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 make a Cash ConsiderationElection. Any Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the twentieth (20th) day following the Mailing Date (or such other time and date as Parent and the Company shall agree) (the “Election Deadline”) (other than Cancelled Shares or any shares Holders of record of Company Common Stock that constitute Dissenting Shares who hold such Company Common Stock as nominees, trustees or in other representative capacities may submit a separate Form of Election on or before the Election Deadline with respect to each beneficial owner for whom such time) nominee, trustee or representative holds such Company Common Stock. Any Holder who makes an Election shall be deemed required to be waive all appraisal rights in connection with making such Election. (b) Prior to the mailing of the Proxy Statement/Prospectus pursuant to Section 6.16(a), the Company and Parent shall, at Parent’s expense, jointly engage a nationally-recognized financial institution reasonably satisfactory to Parent to act as paying agent (the “No Election SharesPaying Agent”) for the purpose of receiving elections and exchanging, in accordance with this Article III, Company Common Stock for the Merger Consideration. (c) Parent shall prepare a form of election reasonably acceptable to the Company, including appropriate and customary transmittal materials in such form as prepared by Parent and reasonably acceptable to the Company (the “Form of Election”), so as to permit Holders to exercise their right to make available one or more an Election, and (i) shall direct the Paying Agent to mail the Form of Election Forms as may reasonably be requested from time with the Proxy Statement/Prospectus to time by all Persons who become the record holders (or beneficial owners) of Company Common Stock between as of the record date for the Company Stockholders Meeting, and (ii) following such mailing date, shall use reasonable best efforts to make available as promptly as practicable a Form of Election to any stockholder who requests such Form Record Date and the close of business on the business day Election prior to the Election Deadline, which Form of Election shall be used by each record holder of shares of Company Common Stock who wishes to make an Election. The time period between such mailing date and the Company shall provide Election Deadline is referred to herein as the Exchange Agent all information reasonably necessary for it to perform as specified herein“Election Period”. (d) Any such election Election shall have been made properly made only if the Exchange Paying Agent shall have actually received received, during the Election Period, a Form of Election properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates and signed (or customary affidavits and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificate) representing all shares of Company Common Stock covered by such Election Form, together with including duly executed transmittal materials included in the Election Form. Any Election Form may be revoked of Election) and accompanied by a certificate 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 certificates representing outstanding shares of Company Common Stock represented (the “Certificates”) (or, in lieu of such Certificates, affidavits and agreements of indemnification regarding the loss of such Certificates) to which such Form of Election relates, by an appropriate customary guarantee of delivery of such Election Certificates, as set forth in such Form shall become No Election Shares and Parent shall cause of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the certificates representing United States (provided that such shares of Parent Common Stock to be promptly returned without charge Certificates are in fact delivered to the Person submitting Paying Agent by the Election Form upon written request to that effect from time required in such guarantee of delivery) or by, in 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 case of such holders of uncertificated shares of Company Common StockStock (the “Uncertificated Shares”), any additional documents specified in the procedures set forth in the Form of Election. Subject As used herein, unless otherwise agreed in advance by the Parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Paying Agent is located) on the date which the Parties shall agree is as near as practicable to six Business Days preceding the terms Closing Date. The Company and Parent shall cooperate to issue a press release reasonably satisfactory to each of this Agreement and them announcing the date of the Election FormDeadline not more than 15 Business Days before, and at least five Business Days prior to, the Exchange Agent 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 decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election FormDeadline.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Certificates 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 thirty days prior to the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) to each Each holder of record of Company shares of RockTenn Common Stock as of the close of business on the fifth business day issued and outstanding immediately prior to the Mailing Date Election Deadline (a “Holder”) shall have the “right, subject to the limitations set forth in this Article III, to submit an election on or prior to the Election Form Record Date”)Deadline in accordance with the following procedures. (ba) Each Election Form shall permit Holder may specify in a request made in accordance with the holder provisions of this Section 3.3 (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify an “Election”) (i) the number of shares of such holder’s Company RockTenn Common Stock owned by such Holder with respect to which such holder elects Holder desires to receive the Per Share Common Unit Consideration and make a Stock Election, (ii) the number of shares of such holder’s Company RockTenn Common Stock owned by such Holder with respect to which such holder elects Holder desires to receive make a Cash Election and (iii) the Per Share Cash Considerationparticular shares for which the Holder desires to make either such election, and the order in which either such election is to apply to any such shares if the election is subject to proration under Section 3.4. Any Shares Holder who wishes to make an Election shall be required to waive all dissenters’ rights in connection with respect making such Election. (b) TopCo shall, and RockTenn shall cause TopCo to, prepare a form reasonably acceptable 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 twentieth (20th) day following the Mailing Date (or such other time and date as Parent and the Company shall agree) MWV (the “Form of Election”), which shall be mailed by TopCo to record holders of RockTenn Common Stock so as to permit those Holders to exercise their right to make an Election prior to the Election Deadline”) (other than Cancelled Shares or any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall be deemed to be “No Election Shares”. (c) Parent TopCo shall, and RockTenn shall cause TopCo to, mail or cause to be mailed or delivered, as applicable, the Form of Election to record holders of RockTenn Common Stock as of the record date for the RockTenn Shareholders Meeting not less than 20 business days prior to the anticipated Election Deadline. TopCo shall, and RockTenn shall cause TopCo to, make available one or more Forms of Election Forms as may reasonably be requested from time to time by all Persons persons who become holders (or beneficial owners) of Company record of RockTenn Common Stock between during the Election Form Record Date period following the record date for the RockTenn Shareholders Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any such election Election shall have been made properly made only if the Exchange Agent shall have actually received a properly completed Election Form received, by the Election Deadline. An , a Form of Election Form shall be deemed properly completed only if and signed and accompanied by one RockTenn Certificates to which such Form of Election relates, duly endorsed in blank or more certificates otherwise in form acceptable for transfer on the books of RockTenn or by an appropriate customary guarantee of delivery of such RockTenn Certificates, as set forth in such Form of Election, from a firm that is an eligible guarantor institution (or customary affidavits as defined in Rule 17Ad-15 under the Exchange Act); provided, that such RockTenn Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery, and, if required by Parentin the case of RockTenn Book-Entry Shares, any additional documents specified in the posting by such Person procedures set forth in the Form of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect Election. Failure to such certificate) representing all deliver shares of Company RockTenn 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 RockTenn, in its sole and absolute discretion. As used herein, unless otherwise jointly agreed in advance by MWV and RockTenn, “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 later of (i) the date immediately prior to the RockTenn Shareholders Meeting and (ii) if on the date immediately prior to the RockTenn Shareholders Meeting, both conditions set forth in Sections 7.1(b) and 7.1(c) have not been satisfied, three business days prior to the Closing Date. RockTenn and MWV shall issue a press release reasonably satisfactory to each of them announcing the anticipated date of the Election Deadline not more than fifteen business days before, and at least five business days prior to, the anticipated date of the Election Deadline. In If the event an Closing is delayed to a subsequent date, the Election Form is revoked Deadline shall be similarly delayed to a subsequent date (which shall be three business days prior to the Closing Date) and RockTenn and MWV shall cooperate to promptly publicly announce such rescheduled Election Deadline, the shares of Company Common Stock represented by such Election Form shall become No Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock 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, the Exchange Agent 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 decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. Each holder of record of Company Common Stock issued and outstanding immediately prior to the Election Deadline (a “Company Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election on or prior to the Election Deadline in accordance with the following procedures: (a) An election form and other appropriate and customary transmittal materials Each Company Holder may specify in a request made in accordance with the provisions of this Section 2.03 (which shall specify that delivery shall be effectedan “Election”), and risk (A) the number of loss and title to the certificates theretofore representing shares of Company Common Stock shall passwith respect to which such Company Holder desires to make a Share Election, only upon proper delivery (B) the number of shares of Company Common Stock with respect to which such Certificates Company Holder desires to make a Mixed Election, and (C) the Exchange Agent) number of shares of Company Common Stock with respect to which such Company Holder desires to make a Cash Election, and the order in which either such form as Parent shall specify and as election is to apply to any such shares if the election is subject to proration pursuant to Section 2.04. Any Company Holder who makes an Election shall be required to waive all appraisal rights in connection with making such Election. (b) TopCo shall prepare a form reasonably acceptable to the Company (the “Election FormForm of Election”) ), which shall be mailed thirty days by TopCo to record holders of Company Common Stock so as to permit those Company Holders to exercise their right to make an Election prior to the anticipated Closing Date Election Deadline. (c) TopCo shall mail or on such other date cause to be mailed or delivered, as Parent and applicable, the Company shall mutually agree (the “Mailing Date”) Form of Election to each holder of record holders of Company Common Stock as of the close of record date for the Company Stockholders’ Meeting not less than 20 business on the fifth business day days prior to the Mailing Date (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (i) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Common Unit Consideration and (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. Any Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the twentieth (20th) day following the Mailing Date (or such other time and date as Parent and the Company shall agree) (the “anticipated Election Deadline”) (other than Cancelled Shares or any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall be deemed to be “No Election Shares”. (c) Parent . TopCo shall make available one or more Forms of Election Forms as may reasonably be requested from time to time by all Persons persons who become holders (or beneficial owners) of record of Company Common Stock between during the Election Form Record Date period following the record date for the Company Stockholders’ Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any such election Election shall have been made properly made only if the Exchange Agent shall have actually received a properly completed Election Form by received, prior to the Election Deadline. An , a Form of Election Form shall be deemed properly completed only if and signed and accompanied by one or more certificates Certificates (or affidavits of loss in lieu of the Certificates) to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company or by an appropriate customary affidavits guarantee of delivery of such Certificates, as set forth in such Form of Election, from a firm that is an eligible guarantor institution (as defined in Rule 17Ad–15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)); provided that such Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery, and, if required by Parentin the case of shares of Company Common Stock in book-entry form, any additional documents specified in the posting by such Person procedures set forth in the Form of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect Election. Failure to such certificate) representing all deliver 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 No Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock 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, the Exchange Agent 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 decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form.by

Election Procedures. (a) An election form Franklin and other appropriate and customary transmittal materials (which ▇▇▇▇▇▇ shall specify that delivery shall be effected, and risk cause the Exchange Agent to mail an Election Form to holders of loss and title to the certificates theretofore representing shares of Company ▇▇▇▇▇▇ Common Stock shall pass, only upon proper delivery of such Certificates to the Exchange Agentnot more than fifty (50) in such form as Parent shall specify Business Days and as shall be reasonably acceptable to the Company not less than twenty (the “Election Form”20) shall be mailed thirty days Business Days prior to the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) to each holder of record of Company Common Stock as of the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”). (b) Deadline. Each Election Form shall permit the holder (or in the case of nominee record holders, the beneficial owner through appropriate proper instructions and customary documentation and instructions), other than any holder of Dissenting Shares, to specify documentation): (i) To elect to receive the number of shares of such holder’s Company Common Stock Consideration with respect to which such holder elects all of their shares of ▇▇▇▇▇▇ Common Stock; or (ii) To elect to receive the Per Share Common Unit Cash Consideration and (ii) the number of shares of such holder’s Company Common Stock with respect to which such holder elects all of their shares of ▇▇▇▇▇▇ Common Stock; or (iii) To elect to receive the Per Share Cash Consideration. Any Shares Stock Consideration with respect to which a specified number of their shares of ▇▇▇▇▇▇ Common Stock and the Cash Consideration with respect to their remaining shares of ▇▇▇▇▇▇ Common Stock (a “Mixed Election”). With respect to each holder of ▇▇▇▇▇▇ Common Stock who makes a Mixed Election, their shares of ▇▇▇▇▇▇ Common Stock to be converted into the right to receive the Stock Consideration shall be treated as Stock Election Shares and their shares of ▇▇▇▇▇▇ Common Stock to be converted into the right to receive the Cash Consideration shall be treated as Cash Election Shares, in each case subject to the allocation rules set forth in Section 1.02(h) of this Agreement. The Exchange Agent has shall use reasonable efforts to make the Election Form available to all persons who become holders of ▇▇▇▇▇▇ Common Stock during the period between the record date for the mailing of the Election Form and the Election Deadline. If a holder of ▇▇▇▇▇▇ Common Stock: (i) does not received an effective, submit a properly completed Election Form on or before 5:00 p.m., New York time, on the twentieth (20th) day following the Mailing Date (or such other time and date as Parent and the Company shall agree) (the “Election Deadline”; (ii) revokes an Election Form prior to the Election Deadline and does not resubmit a properly completed Election Form prior to the Election Deadline; or (other than Cancelled Shares iii) fails to perfect his, her or any its dissenters’ rights pursuant to Section 1.02(e)(v) of this Agreement, the shares of Company ▇▇▇▇▇▇ Common Stock that constitute held by such holder shall be deemed “No Election Shares”. Nominee record holders who hold ▇▇▇▇▇▇ Common Stock on behalf of multiple beneficial owners shall be required to indicate how many of the shares held by them are Stock Election Shares, Cash Election Shares and No Election Shares. For purposes of Section 1.02(h), any Dissenting ▇▇▇▇▇▇ Shares as of such time) shall be deemed to be “No Cash Election Shares”. (c) Parent , provided that Dissenting ▇▇▇▇▇▇ Shares 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. (d) Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates (or customary affidavits and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificate) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form, by written notice received by the Exchange Agent prior to the Election Deadline. 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 No Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock 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, the Exchange Agent 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 decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company or the Exchange Agent shall be not under any obligation to notify any Person of any defect in an Election Formcircumstance be converted into Reallocated Stock Shares.

Election Procedures. Subject to the terms of the Exchange Agent Agreement, each holder of record of shares of Grasshopper Common Stock (excluding the Canceled Shares and Dissenting Shares) issued and outstanding immediately prior to the Effective Time (a “Holder” XE "Holder" ) shall have the right, subject to the limitations set forth in this ‎ARTICLE 3, to submit an election on or prior to the Election Deadline in accordance with the following procedures: (a) An election Each Holder may specify in a request made in accordance with the provisions of this Section ‎3.1 (herein called an “Election” XE "Election" ): (i) the number of shares of Grasshopper Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election; (ii) the number of shares of Grasshopper Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election; and (iii) the number of shares of Grasshopper Common Stock owned by such Holder with respect to which such ▇▇▇▇▇▇ makes no election. (b) Prior to the Mailing Date, Enova shall appoint an exchange agent (the “Exchange Agent” XE "Exchange Agent" ), for the purpose of receiving Elections and exchanging shares of Grasshopper Common Stock represented by Certificates or Book-Entry Shares for the Merger Consideration, pursuant to an exchange agent agreement entered into prior to the Mailing Date (the “Exchange Agent Agreement” XE "Exchange Agent Agreement" ). (c) Enova shall, or shall cause the Exchange Agent to, prepare a form and other appropriate and customary transmittal materials reasonably acceptable to Grasshopper (the “Election Form” XE " Election Form " ) (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock Certificates or Book-Entry Shares shall pass, only upon proper delivery of such the Certificates or Book-Entry Shares to the Exchange Agent) , together with a properly completed and duly executed Election Form and related transmittal materials, duly executed on behalf of each Person effecting the surrender of such Certificates or Book-Entry Shares, and shall be in such form and have such other provisions as Parent shall specify and Enova or the Exchange Agent may reasonably specify) so as shall be reasonably acceptable to permit those Holders to exercise their right to make an Election prior to the Company Election Deadline. (d) The Election Form and instructions for use in effecting the “Election Form”) surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration shall be mailed thirty days prior on the same date as the Proxy Statement/Prospectus is mailed to the anticipated Closing Date Grasshopper stockholders or on such other date as Parent Enova and the Company Grasshopper shall mutually agree (the “Mailing Date”” XE "Mailing Date" ) to each holder Holder of record of Company Common Stock as of the close of business on the fifth business day prior a Certificate or Book-Entry Share. Subject to the Mailing Date (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder terms of Dissenting Shares, to specify (i) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Common Unit Consideration and (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. Any Shares 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 twentieth (20th) day following the Mailing Date (or such other time and date as Parent and the Company shall agree) (the “Election Deadline”) (other than Cancelled Shares or any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall be deemed to be “No Election Shares”. (c) 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. (d) Any such election shall have been made properly made only if the Exchange Agent shall have actually received a properly completed Election Form received, by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates (or customary affidavits and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificate) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form, by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Election Form is revoked prior to the and related transmittal materials properly completed and validly executed. As used herein, unless otherwise agreed in advance by ▇▇▇▇▇ and Grasshopper, “Election Deadline, the shares of Company Common Stock represented by such ” XE "Election Form shall become No Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock 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 Deadline" means 5:00 p.m. local time (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, the Exchange Agent 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 decisions city in which the principal office of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, is located) on the Company or date that is 60 Business Days following the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election FormMailing Date.

Election Procedures. (a) 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 the certificates theretofore representing record of shares of Company Common Stock shall passto be converted into the right to receive the Merger Consideration in accordance with, only upon proper delivery of such Certificates to the Exchange Agent) in such form as Parent shall specify and as shall be reasonably acceptable to the Company subject to, Sections 1.6 and 2.1 (the a “Election FormHolder”) shall be mailed thirty days prior have the right, subject to the anticipated Closing Date or on such other date as Parent and limitations set forth in this Article II, to submit an election in accordance with the Company shall mutually agree following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.2 (herein called an “Mailing DateElection”) to each holder of record of Company Common Stock as of the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (i) the number of 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 Common Unit Consideration make a Stock Election and (ii) 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 make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to the Per Share Cash Consideration. Any Shares with respect to which the Exchange Agent has not received an effectiveCompany, properly completed Election Form on or before 5:00 p.m., New York time, on the twentieth (20th) day following the Mailing Date (or including appropriate and customary transmittal materials in such other time and date form as prepared by Parent and reasonably acceptable to the Company shall agree) (the “Election DeadlineForm of Election”) (other than Cancelled Shares or any shares of Company Common Stock that constitute Dissenting Shares ), so as of such time) shall be deemed to be “No Election Shares”permit Holders to exercise their right to make an Election. (c) Parent (i) shall initially make available one or more and mail the Form of Election Forms not less than twenty (20) business days prior to the anticipated Election Deadline to Holders of record as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Company Common Stock between the Election Form Record Date and the close of business on the business day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder who requests such Form of Election prior to the Election Deadline, . The time period between such mailing date and the Company shall provide Election Deadline is referred to herein as the Exchange Agent all information reasonably necessary for it to perform as specified herein“Election Period”. (d) Any such election Election shall have been made properly made only if the Exchange Agent shall have actually received received, during the Election Period, a Form of Election properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates and signed (or customary affidavits and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificate) representing all shares of Company Common Stock covered by such Election Form, together with 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 Election Formparties, 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 No Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock 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 ” means 5:00 p.m. local time (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, the Exchange Agent 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 decisions city in which the principal office of the Exchange Agent regarding such matters is located) on the date which the parties shall be binding agree is as near as practicable to two (2) business days preceding the Closing Date. The Company and conclusive. None Parent shall cooperate to issue a press release reasonably satisfactory to each of Parentthem announcing the date of the Election Deadline not more than fifteen (15) business days before, and at least five (5) business days prior to, the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election FormDeadline.

Election Procedures. (a) 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 the certificates theretofore representing record of shares of Company Common Stock shall pass, only upon proper delivery of such Certificates to the Exchange Agent) in such form as Parent shall specify (including Company Restricted Stock and as shall be reasonably acceptable to the Company (the “Election Form”) shall be mailed thirty days prior to the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) to each holder of record shares of Company Common Stock as issued upon exercise of the close of business on the fifth business day Company Options pursuant to Section 3.10(a)) issued and outstanding immediately prior to the Mailing Date Effective Time (a “Holder”) shall have the “right, subject to the limitations set forth in this Article III, to submit an election on or prior to the Election Form Record Date”).Deadline in accordance with the following procedures: (ba) Each Election Form shall permit Holder may specify in a request made in accordance with the holder provisions of this Section 3.3 (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify herein called an “Election”) (i) 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 Common Unit Consideration make a Stock Election and (ii) 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 make a Cash Consideration. Any Shares with respect Election. (b) Parent shall prepare a form reasonably acceptable 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 twentieth (20th) day following the Mailing Date (or such other time and date as Parent and the Company shall agree) (the “Election DeadlineForm of Election”) (other than Cancelled Shares or any shares ), which shall be mailed by the Company to record holders of Company Common Stock that constitute Dissenting Shares so as of such time) shall be deemed to be “No permit those holders to exercise their right to make an Election Shares”prior to the Election Deadline. (c) Parent The Company shall mail or cause to be mailed the Form of Election to record holders of Common Stock as of the record date for the Company Stockholder Meeting not less than twenty (20) Business Days prior to the anticipated Election Deadline and shall use reasonable best efforts to make available one or more as promptly as possible a Form of Election Forms as may reasonably be requested from time to time by all Persons persons who become holders (or beneficial owners) of Company shares of Common Stock between during the Election Form Record Date period following the record date for the Company Stockholder Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any such election Election shall have been made properly made only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have actually received a properly completed Election Form received, by the Election Deadline. An , a Form of Election Form shall be deemed properly completed only if and signed and accompanied by one Certificates representing the shares of Company Common Stock to which such Form of Election relates, duly endorsed in blank or more certificates otherwise in form acceptable for transfer on the books of the Company or by an appropriate customary guarantee of delivery of such Certificates, as set forth in such Form of Election, from a firm that is an “eligible guarantor institution” (or customary affidavits as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery, and, if required by Parentin the case of Book-Entry Shares, any additional documents specified in the posting by such Person procedures set forth in the Form of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect Election. Failure to such certificate) representing all deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole and absolute discretion. As used herein, unless otherwise agreed in advance by the Company and Parent, “Election 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 later of (i) the date immediately prior to the Company Stockholder Meeting and (ii) the date that Parent and the Company shall agree is five (5) Business Days prior to the expected Closing Date. The Company and Parent shall cooperate to issue a press release reasonably satisfactory to each of them announcing the anticipated date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline. In If the event an Election Form Closing is revoked prior delayed to a subsequent date, the Election Deadline, Deadline shall be similarly delayed and the shares of Company Common Stock represented by such Election Form shall become No Election Shares and Parent shall cause the certificates representing cooperate to promptly publicly announce such shares of Parent Common Stock to be promptly returned without charge to the Person submitting the rescheduled 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 Deadline and of the Election Form, the Exchange Agent 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 decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election FormClosing.

Election Procedures. (a) An Parent shall designate an exchange agent to act as agent (the “Exchange Agent”) for purposes of conducting the election form procedure and other appropriate the exchange procedure described in Sections 3.03 and customary 3.04. Provided that the Company has delivered, or caused to be delivered, to the Exchange Agent all information which is necessary for the Exchange Agent to perform its obligations as specified herein, the Exchange Agent shall, no later than the twenty-fifth (25th) Business Day prior to the anticipated Effective Date, mail or make available to each holder of record of a Certificate or Certificates: (i) a notice and letter of transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates Certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such the Certificates to the Exchange Agent) advising such holder of the anticipated effectiveness of the Merger and the procedure for surrendering to the Exchange Agent such Certificate or Certificates in exchange for the consideration set forth in Section 3.01(d) hereof deliverable in respect thereof pursuant to this Agreement and (ii) an election form in such form as Parent shall specify and as shall be reasonably acceptable to the Company (the “Election Form”) shall be mailed thirty days prior to the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) to each holder of record of Company Common Stock as of the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record DateForm”). (b) Each Election Form shall permit the holder (or in the case of nominee record holders, the beneficial owner through appropriate proper instructions and customary documentation and instructions), other than any holder of Dissenting Shares, to specify documentation): (i) the number of shares to elect to receive Parent Common Stock with respect to all of such holder’s Company Common Stock as hereinabove provided (the “Stock Election Shares”), (ii) to elect to receive cash with respect to which such holder elects to receive the Per Share Common Unit Consideration and (ii) the number of shares all of such holder’s Company Common Stock as hereinabove provided (the “Cash Election Shares”), (iii) to elect to receive Parent Common Stock with respect to which part of such holder elects holder’s Company Common Stock and to receive the Per Share Cash Consideration. Any Shares cash with respect to which the Exchange Agent has not received an effectiveremaining part of such holder’s Company Common Stock as hereinabove provided (a “Mixed Election”), properly completed Election Form on or before 5:00 p.m., New York time, on the twentieth or (20thiv) day following the Mailing Date (or to indicate that such other time and date as Parent and the Company shall agree) (the “Election Deadline”) (other than Cancelled Shares or any holder makes no such election with respect to such holder’s shares of Company Common Stock that constitute Dissenting Shares as of such time) shall be deemed to be (the “No No-Election Shares”). (c) Parent shall make available one or more Election Forms as may reasonably be requested from time With respect to time by all Persons who become holders (or beneficial owners) each holder of Company Common Stock between who makes a Mixed Election, the shares of Company Common Stock such holder elects to be converted into the right to receive Parent Common Stock shall be treated as Stock Election Form Record Date Shares and the close shares such holder elects to be converted into the right to receive cash shall be treated as Cash Election Shares for purposes of business the provisions contained in Sections 3.03(b), 3.03(g) and 3.03(h). Nominee record holders who hold Company Common Stock on behalf of multiple beneficial owners shall indicate how many of the business day prior to the shares held by them are Stock Election DeadlineShares, Cash Election Shares and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified hereinNo-Election Shares. (d) Any such election shall have been properly made only if the Exchange Agent shall have actually received If a shareholder either (i) does not submit a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates (or customary affidavits and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificate) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form, by written notice received by the Exchange Agent prior to the Election Deadline. In the event Deadline or (ii) revokes an Election Form is revoked prior to the Election Deadline and does not resubmit a properly completed Election Form prior to the Election Deadline, the shares of Company Common Stock represented held by such Election Form shall become No Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock 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, the Exchange Agent 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 decisions of the Exchange Agent regarding such matters shareholder shall be binding and conclusive. None of Parent, the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an treated as No-Election FormShares.

Election Procedures. (a) 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 the certificates theretofore representing record of shares of Company Common Stock shall pass, only upon proper delivery of such Certificates to the Exchange Agent) in such form as Parent shall specify and as shall be reasonably acceptable to the Company (the “Election FormHolder”) shall be mailed thirty days prior have the right, subject to the anticipated Closing Date or on such other date as Parent and limitations set forth in this Article III, to submit an election in accordance with the Company shall mutually agree following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.2 (herein called an “Mailing DateElection”) to each holder of record of Company Common Stock as of the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (i) the number of 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 Common Unit Consideration make a Stock Election and (ii) 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 make a Cash Consideration. Any Shares with respect Election. (b) Acquiror shall prepare a form reasonably acceptable 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 twentieth (20th) day following the Mailing Date (or such other time and date as Parent and the Company shall agree) (the “Election DeadlineForm of Election”) (other than Cancelled Shares or any shares which shall be mailed to record holders of Company Common Stock that constitute Dissenting Shares so as of such time) shall be deemed to be “No permit those holders to exercise their right to make an Election Shares”prior to the Election Deadline. (c) Parent Acquiror shall make available one cause the Form of Election to be sent to holders of record as promptly as reasonably practicable following the time of mailing of a proxy statement in definitive form relating to the meeting of the stockholders of the Company to be held to vote on the adoption of this Agreement (the “Proxy Statement/Prospectus”) to the holders of record of Company Common Stock for purposes of the Company Stockholders Meeting, or more Election Forms on such other date as may reasonably be requested the Acquiror and Company shall mutually agree, and thereafter from time to time by all Persons who become holders (or beneficial owners) of as the Company Common Stock between the Election Form Record Date and the close of business on the business day may reasonably request until three days prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any such election Election shall have been made properly made only if the Person authorized to receive Elections and to act as exchange agent under this Agreement, which Person shall be selected by Acquiror and reasonably acceptable to the Company (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 have actually received a properly completed Election Form received, by the Election Deadline. An , a Form of Election Form shall be deemed properly completed only if and signed and accompanied by one Certificates to which such Form of Election relates or more certificates (or by an appropriate customary affidavits andguarantee of delivery of such Certificates, if required by Parent, the posting by such Person of a bond, as set forth in such reasonable amount as Parent may directForm of Election, as indemnity against from a member of any claim registered national securities exchange or a commercial bank or trust company in the United States; provided that may be made against it with respect such Certificates are in fact delivered to the Exchange Agent by the time required in such certificate) representing all guarantee of delivery. Failure to deliver shares of Company Common Stock covered by such Election Forma guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, together with duly executed transmittal materials included unless otherwise determined by Acquiror, in the Election Formits sole discretion. 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 For shares of Company Common Stock represented held in book entry form, Acquiror shall establish procedures for delivery of such shares, which procedures shall be reasonably acceptable to the Company. In the event that a shareholder of the Company has provided a notice of intent to demand fair value (a “Notice of Dissenter’s Intent”) pursuant to Section 262 of the DGCL, any Election submitted by such shareholder prior to submission of such Notice of Dissenter’s Intent shall be deemed withdrawn, and any Election Form submitted by such shareholder after submission of such Notice of Dissenter’s Intent (unless such Notice of Dissenter’s Intent shall become No have theretofore been withdrawn) shall be deemed invalid. (e) As used herein, unless otherwise agreed by the parties, “Election Shares Deadline” means 5:00 p.m. New York City time on the later of (1) the date of the meeting of the Company shareholders pursuant to Section 7.3 and Parent (2) the date that Acquiror and the Company shall cause the certificates representing such shares of Parent Common Stock agree is as near as practicable to be promptly returned without charge five (5) business days prior to the Person submitting expected Closing Date. Acquiror shall issue a press release informing 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 Company’s shareholders of the Election Form, Deadline as promptly as practicable following the Exchange Agent 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 decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Formdetermination thereof.

Election Procedures. (a) An Each holder of record of shares of Company Common Stock to be converted into the right to receive the Merger Consideration in accordance with, and subject to, Section 2.1 (a “Holder”) shall have the right, subject to the limitations set forth in this Section 2.2, to submit an election in accordance with the following procedures. (b) Each Holder may specify in a request made in accordance with the provisions of this Section 2.2 (herein called an “Election”) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make (i) a Stock Election and (ii) a Cash Election. (c) Parent shall prepare a form and other reasonably acceptable to the Company, including appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Certificates to the Exchange Agent) in such form as prepared by Parent shall specify and as shall be reasonably acceptable to the Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election. (d) Parent shall (i) initially make available and mail the Form of Election Form”not less than twenty (20) shall be mailed thirty business days prior to the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) Election Deadline to each holder Holders of record of Company Common Stock as of the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (i) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Common Unit Consideration and (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. Any Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the twentieth (20th) day following the Mailing Date (or such other time and date as Parent and the Company shall agree) (the “Election Deadline”) (other than Cancelled Shares or any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall be deemed to be “No Election Shares”. (c) 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 such mailing date, and (ii) following such mailing date, use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder who requests such Form of Election prior to the Election Deadline, . The time period between such mailing date and the Company shall provide Election Deadline is referred to herein as the Exchange Agent all information reasonably necessary for it to perform as specified herein“Election Period”. (de) Any such election Election shall have been made properly made only if the Exchange Agent shall have actually received received, during the Election Period, a Form of Election properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates and signed (or customary affidavits and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificate) representing all shares of Company Common Stock covered by such Election Form, together with 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 Election Formparties, 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 No Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock 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 ” means 5:00 p.m. local time (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, the Exchange Agent 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 decisions city in which the principal office of the Exchange Agent regarding such matters is located) on the date which the parties shall be binding agree is as near as practicable to two (2) business days preceding the Closing Date. The Company and conclusive. None Parent shall cooperate to issue a press release reasonably satisfactory to each of Parentthem announcing the date of the Election Deadline not more than fifteen (15) business days before, and at least five (5) business days prior to, the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election FormDeadline.

Election Procedures. Each holder of record of shares (aother than Dissenting Shares) 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 the certificates theretofore representing shares of Company Common Stock ("Holder") shall passhave the right, only upon proper delivery of such Certificates subject to the Exchange Agent) limitations set forth in such form as Parent shall specify and as shall be reasonably acceptable this Article 2, to submit an election in accordance with the Company (the “Election Form”) shall be mailed thirty days prior to the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) to each holder of record of Company Common Stock as of the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”).following procedures: (ba) 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 Dissenting Shares, to specify an "Election") (i) 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 Common Unit Consideration make a Stock Election and (ii) 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 make a Cash Consideration. Any Shares with respect Election. (b) The Parent shall prepare a form reasonably acceptable 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 twentieth (20th) day following the Mailing Date (or such other time and date as Parent and the Company shall agree) (the “"Form of Election") which shall be mailed to the Company's stockholders entitled to vote at the Company Stockholders Meeting so as to permit the Company's stockholders to exercise their right to make an Election prior to the Election Deadline”) (other than Cancelled Shares or any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall be deemed to be “No Election Shares”. (c) The Parent shall make the Form of Election initially available one or more at the time that the Proxy Statement is made available to the stockholders of the Company, to such stockholders, and shall use commercially reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Company Common Stock between the Election Form Record Date and the close of business on the business day prior to the Election Deadline, and . In no event shall the Company shall provide Form of Election initially be made available less than twenty days prior to the Exchange Agent all information reasonably necessary for it to perform as specified hereinElection Deadline. (d) Any such election Election shall have been made properly made only if the bank or trust company designated by the Parent (the "Exchange Agent"), shall have received, by 5:00 p.m. local time in the city in which the principal office of such Exchange Agent shall have actually received is located, on the day before the Company Stockholders Meeting (the "Election Deadline"), a Form of Election properly completed and signed and accompanied by certificates representing the shares of Company Common Stock (the "Certificates") to which such Form of Election relates or by a customary guarantee of delivery of such Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Certificates are in fact delivered to the Exchange Agent by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates (or customary affidavits and, if time required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect guarantee of delivery. Failure to such certificate) representing all deliver shares of Company Common Stock covered by a guarantee of delivery within the time set forth in such Election Formguarantee shall be deemed to invalidate any otherwise properly made Election, together with duly executed transmittal materials included unless otherwise determined by the Parent, in its sole discretion. The Company and the Parent shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Form. Deadline not more than fifteen Business Days before, and at least five Business Days before, the Election Deadline. (e) Any Holder may, at any time prior to the Election Form may be revoked Deadline, change his, her or changed by the Person submitting such its Election Form, by written notice received by the Exchange Agent prior to the Election DeadlineDeadline accompanied by a properly completed and signed, revised Form of Election. In If the event an Parent shall determine in its reasonable discretion that any Election Form is revoked not properly made with respect to any shares of Company Common Stock, such Election shall be deemed to be not in effect, and the shares of Company Common Stock covered by such Election shall be deemed to be Non-Election Shares, unless a proper Election is thereafter timely made. (f) Any Holder may, at any time prior to the Election Deadline, revoke his, her or its Election by written notice received by the shares Exchange Agent prior to the Election Deadline or by withdrawal prior to the Election Deadline of his, her or its Certificate, or of the guarantee of delivery of such Certificates, previously deposited with the Exchange Agent. All Elections shall be revoked automatically if the Exchange Agent is notified in writing by the Parent or the Company Common Stock represented by such Election Form shall become No Election Shares and that this Agreement has been terminated in accordance with Article 7. (g) The Parent shall cause have the certificates representing such shares of Parent Common Stock right 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 Formmake all determinations, 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 and Agreement, governing the validity of the Forms of Election Form, and compliance by any Holder with the Election procedures in this Article 2. Neither the Parent nor the Exchange Agent 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 decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company or the Exchange Agent shall be under any obligation to notify any Person inform the Holder of any defect in an Election Formsuch determination.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Certificates 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 thirty days prior to the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) to each Each holder of record of Company shares of Yardville Common Stock as of (“Holder”) shall have the close of business on the fifth business day prior right, subject to the Mailing Date (limitations set forth in this Article 3, to submit an election in accordance with the “Election Form Record Date”).following procedures: (ba) Each Election Form shall permit Holder may specify in a request made in accordance with the holder provisions of this Section 3.2.1 (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify herein called an “Election”) (i) the number of shares of such holder’s Company Yardville Common Stock owned by such Holder with respect to which such holder elects Holder desires to receive the Per Share Common Unit Consideration make a Stock Election and (ii) the number of shares of such holder’s Company Yardville Common Stock owned by such Holder with respect to which such holder elects Holder desires to receive the Per Share make a Cash Consideration. Any Shares with respect Election. (b) Acquirer shall prepare a form reasonably acceptable 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 twentieth (20th) day following the Mailing Date (or such other time and date as Parent and the Company shall agree) Yardville (the “Form of Election”) which shall be mailed to each holder of record of Certificate(s) so as to permit such holders to exercise their right to make an Election prior to the Election Deadline”) (other than Cancelled Shares or any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall be deemed to be “No Election Shares”. (c) Parent Acquirer shall make the Form of Election initially available one not less than twenty (20) business days prior to the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of Yardville who requests such Form of Election following the initial mailing of the Forms 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, pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Yardville stockholders, shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by Certificates to which such Form of Election relates or more Election Forms by an appropriate customary guarantee of delivery of such certificates, as may reasonably be requested 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 time by all Persons who become holders (or beneficial owners) deliver shares of Company Yardville Common Stock between 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 Acquirer, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the day prior to the Yardville Stockholders’ Meeting. Yardville and Acquirer shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Form Record Date Deadline not more than fifteen (15) business days before, and at least five (5) business days prior to, the close of business on the business day Election Deadline. (e) Any Yardville stockholder may, at any time prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed change or revoke his or her Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates (or customary affidavits and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificate) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form, by written notice received by the Exchange Agent prior to the Election DeadlineDeadline accompanied by a properly completed and signed revised Form of Election. In Subject to the event an terms of the Exchange Agent Agreement, if Acquirer shall determine in its reasonable discretion that any Election Form is revoked not properly made with respect to any shares of Yardville Common Stock (neither Acquirer nor Yardville nor the Exchange Agent being under any duty to notify any stockholder of any such defect), such Election shall be deemed to be not in effect, and the shares of Yardville Common Stock covered by such Election shall, for purposes hereof, be deemed to be Non-Election Shares, unless a proper Election is thereafter timely made. (f) Any Yardville stockholder may, at any time prior to the Election Deadline, revoke his or her Election by written notice received by the shares of Company Common Stock represented by such Election Form shall become No Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock to be promptly returned without charge Exchange Agent prior to the Person submitting Election Deadline or by withdrawal prior to the Election Form upon written request to that effect from Deadline of his or her Certificates, or of 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 guarantee of delivery of such shares Certificates, previously deposited with the Exchange Agent. All Elections shall be automatically deemed revoked upon receipt by the Exchange Agent of Company Common Stock. written notification from Acquirer or Yardville that this Agreement has been terminated in accordance with Article 11. (g) Subject to the terms of this Agreement and of the Election Form, the Exchange Agent Agreement, Acquirer, in the exercise of its reasonable discretion, shall have reasonable discretion the right to determine whether make all determinations, not inconsistent with the terms of this Agreement, governing (i) the validity of the Forms of Election and compliance by any electionYardville stockholder with the Election procedures set forth herein, revocation or change has been properly or timely made (ii) the manner and extent to disregard immaterial defects which Elections are to be taken into account in making the determinations prescribed by Section 3.1.3, (iii) the issuance and delivery of certificates representing the whole number of shares of Acquirer Common Stock into which shares of Yardville Common Stock are converted in the Election Forms, Merger and any good faith decisions (iv) the method of payment of cash for shares of Yardville Common Stock converted into the Exchange Agent regarding such matters shall be binding right to receive the Cash Consideration and conclusive. None cash in lieu of Parent, the Company or the Exchange Agent shall be under any obligation to notify any Person fractional shares of any defect in an Election FormAcquirer Common Stock.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates Certificates theretofore representing shares of Company Hydrocarbon Common Stock shall pass, only upon proper delivery of such Certificates to the Redemption/Exchange Agent) in such form as Parent shall specify Energy Partners and as shall be reasonably acceptable to the Company (the “Election Form”) shall be mailed thirty days prior to the anticipated Closing Date or on such other date as Parent and the Company Hydrocarbon shall mutually agree (the “Mailing Date”"Election Form") and pursuant to which each holder of record of Company shares of Hydrocarbon Common Stock as of the close of business on the fifth business day prior Election Deadline may make an election pursuant to this Section 3.2, shall be mailed at the Mailing Date same time as the Joint Proxy Statement or at such other time as Hydrocarbon and Energy Partners may agree (the “date on which such mailing is commenced or such other agreed date, the "Mailing Date") to each holder of record of Hydrocarbon Common Stock as of the close of business on the record date for notice of the Hydrocarbon Meeting (the "Election Form Record Date”"). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Appraisal Shares, to specify (i) the number of such holder's shares of Hydrocarbon Common Stock with respect to which such holder elects to have redeemed for the Per Share Cash Consideration in the Redemption ("Cash Election Shares"), (ii) the number of such holder’s Company 's shares of Hydrocarbon Common Stock with respect to which such holder elects to have exchanged for the Per Share Unit Consideration in the Merger ("Unit Election Shares"), (iii) the number of such holder's shares of Hydrocarbon Common Stock with respect to which such holder elects to receive the Stated Consideration (the "Stated Consideration Shares"), a portion of which shares shall be Stated Consideration Cash Shares to be redeemed for the Per Share Common Cash Consideration in the Redemption, and a portion of which shares shall be Stated Consideration Unit Shares to be exchanged for the Per Share Unit Consideration in the Merger, both as provided for herein, and (iiiv) the number of such holder's shares of such holder’s Company Hydrocarbon Common Stock with respect to which such holder elects makes no election ("Non-Electing Shares"). For each holder electing to receive the Stated Consideration, (x) that number of such holder's Stated Consideration Shares equal to the quotient obtained by dividing (1) the product of the Per Share Stated Cash Consideration multiplied by the number of such holder's Stated Consideration Shares by (2) the Per Share Cash Consideration, rounded to the nearest whole share, shall be deemed "Stated Consideration Cash Shares" hereunder and (y) that number of such holder's Stated Consideration Shares equal to (1) the number of such holder's Stated Consideration Shares minus (2) the number of such holder's Stated Consideration Cash Shares shall be deemed "Stated Consideration Unit Shares" hereunder. Any Shares Hydrocarbon Common Stock with respect to which the Redemption/Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York City time, on the twentieth (20th) 33rd day following the Mailing Date (or such other time and date as Parent Hydrocarbon and the Company Energy Partners shall agree) (the “"Election Deadline”") (other than Cancelled Shares or any shares of Company Hydrocarbon Common Stock that constitute Dissenting Appraisal Shares as of such time) shall also be deemed to be “No Election Non-Electing Shares”. In addition, any shares of Hydrocarbon Common Stock treated as outstanding upon the exercise of Hydrocarbon Stock Options pursuant to Section 3.7(a) shall be deemed to be Non-Electing Shares. (c) Parent Hydrocarbon and Energy Partners shall make available mail 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 Hydrocarbon 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 . Hydrocarbon shall provide to the Redemption/Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any such election shall have been properly made only if the Redemption/Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by (i) one or more certificates Certificates (or customary affidavits and, if required by Parent, and indemnification regarding the posting by loss or destruction of such Person Certificates or the guaranteed delivery of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificateCertificates) representing all certificated shares of Company Hydrocarbon Common Stock covered by such Election Form or (ii) in the case of shares in book-entry form, any additional documents specified by the procedures set forth in the Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form, by written notice received by the Exchange Agent Form prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company Hydrocarbon Common Stock represented by such Election Form shall become No Election Non-Electing Shares and Parent Energy Partners shall cause the certificates Certificates, if any, representing such shares of Parent Hydrocarbon Common Stock 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 Hydrocarbon Common Stock. Subject to the terms of this Agreement and of the Election Form, the Redemption/Exchange Agent 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 decisions of the Redemption/Exchange Agent regarding such matters shall be binding and conclusive. None of ParentEnergy Partners, the Company MergerCo or the Redemption/Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. (e) Within ten Business Days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon after the Effective Time as practicable (and in no event more than ten Business Days after the Effective Time), Hydrocarbon and Energy Partners shall cause the Redemption/Exchange Agent to effect the allocation among the holders of shares of Hydrocarbon Common Stock of rights to receive cash in the Redemption or Common Units in the Merger in accordance with the Election Forms (subject to compliance with the provisions of this Agreement) as follows:

Election Procedures. Each holder of record of shares of Company Common Stock to be converted into the right to receive the Merger Consideration in accordance with, and subject to, the provisions of this Article II (aa “Holder”) An shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (i) Each Holder may specify in a request made in accordance with the provisions of this Section 2.2(b) (herein called an “Election”) (A) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make an Equity Election, (B) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election, and (C) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Mixed Election. (ii) Parent shall prepare a form and other reasonably acceptable to the Company, including appropriate and customary transmittal materials in such form as prepared by Parent and reasonably acceptable to the Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election. The Election Form shall include (A) a form of letter of transmittal (which shall (1) specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock Certificates held by such person shall pass, only upon proper delivery of such the Certificates to the Exchange AgentAgent and (2) be in customary form and contain such form other provisions as Parent, the Company and the Exchange Agent shall reasonably agree upon prior to the Election Form Record Date), and (B) instructions for use in effecting the surrender of such Certificates in exchange for the Merger Consideration, any dividends or other distributions payable pursuant to Section 2.2(g) and any cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.1(h). (iii) Parent shall specify (A) initially make available and as shall be reasonably acceptable to mail the Company Form of Election not less than twenty (the “Election Form”20) shall be mailed thirty days Business Days prior to the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree Election Deadline to (the “Mailing Date”x) to each holder of record of Company Common Stock as of the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (i) the number of shares of such holder’s Company Common Stock with respect to which such holder elects RSU Awards entitled to receive the Per Share Common Unit Merger Consideration and in accordance with Section 2.3(a), (iiy) the number each holder of shares of such holder’s Company Common Stock with respect to which such holder elects PSU Award entitled to receive the Per Share Cash Consideration. Any Shares Merger Consideration in accordance with respect to which the Exchange Agent has not received an effectiveSection 2.3(d) and (z) each Holder, properly completed Election Form on or before 5:00 p.m.in each case, New York time, on the twentieth (20th) day following the Mailing Date (or such other time and date as Parent and the Company shall agree) (the “Election Deadline”) (other than Cancelled Shares or any shares of Company Common Stock that constitute Dissenting Shares record as of a date no earlier than the fifteen (15) Business Days prior to such timemailing date, and (B) shall be deemed following such mailing date, use reasonable efforts to be “No Election Shares”. (c) Parent shall make available one or more as promptly as practicable a Form of Election Forms as may reasonably be requested from time to time by all Persons any stockholder who become holders (or beneficial owners) requests such Form of 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.” (div) Any such election Election shall have been made properly made only if the Exchange Agent shall have actually received received, during the Election Period, a Form of Election properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates and executed (or customary affidavits and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificate) representing all shares of Company Common Stock covered by such Election Form, together with including duly executed transmittal materials included in the Form of Election) and accompanied by any Certificates representing all certificated shares to which such Form of Election Formrelates 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. Any Election Form may be revoked or changed As used herein, unless otherwise agreed in advance by the Person submitting such Parties, “Election FormDeadline” means 5:00 p.m., by written notice received by Eastern Time, on the Exchange Agent date which the Parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The Company and Parent shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline at least five (5) Business Days 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 No Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock 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, the Exchange Agent 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 decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. Each holder of record of shares of Company Common Stock to be converted into the right to receive the Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Sections 1.4(c)(i) and 1.5 (a “Holder”) shall have the right, subject to the limitations set forth in this Article I, to submit an election in accordance with the following procedures: (a) An election Each Holder may specify in a request made in accordance with the provisions of this Section 1.6 (herein called an “Election”) (i) the number of whole shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and (ii) the number of whole shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. A Holder who holds shares of Company Common stock as nominee, trustee or in another representative capacity may submit multiple Election Forms, provided that each such Election Form covers all the shares of Company Common Stock held by such representative for a particular beneficial owner. (b) GWBI shall prepare a form and other reasonably acceptable to Company, including appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Certificates to the Exchange Agent) in such form as Parent shall specify prepared by GWBI and as shall be reasonably acceptable to the Company (the “Election Form”), so as to permit the Holders to exercise their right to make an Election. (c) GWBI (i) shall be mailed thirty days initially make available and mail the Election Form not less than twenty (20) Business Days prior to the anticipated Closing Date Election Deadline, or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) parties may agree, to each holder Holders of record of Company Common Stock as of the close of business on the fifth business day two (2) Business Days prior to the Mailing Date (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions)such mailing date, other than any holder of Dissenting Shares, to specify (i) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Common Unit Consideration and (ii) the number of shares of following such holder’s Company Common Stock with respect mailing date, shall use all reasonable efforts to which such holder elects to receive the Per Share Cash Consideration. Any Shares with respect to which the Exchange Agent has not received an effective, properly completed make available as promptly as possible a Election Form on or before 5:00 p.m., New York time, on the twentieth (20th) day following the Mailing Date (or to any Holder who requests such other time and date as Parent and the Company shall agree) (the “Election Deadline”) (other than Cancelled Shares or any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall be deemed to be “No Election Shares”. (c) 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, . The time period between such mailing date and the Company shall provide Election Deadline is referred to herein as the Exchange Agent all information reasonably necessary for it to perform as specified herein“Election Period”. (d) Any such election Election shall have been made properly made only if the Exchange Agent shall have actually received a received, during the Election Period, an Election Form properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates and signed (or customary affidavits and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificate) representing all shares of Company Common Stock covered by such Election Form, together with including duly executed transmittal materials included in the Election Form. Any ) and accompanied by any Old Certificates representing all certificated shares to which such Election Form may be revoked relates or changed by the Person submitting an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Election Form, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by written notice received by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to three (3) 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 Any shares of Company Common Stock represented with respect to which the Holder thereof shall not, as of the Election Deadline, have made an Election by such submission to the Exchange Agent of an effective, properly completed Election Form shall become No be deemed Non-Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock 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, the Exchange Agent 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 decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election FormShares.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Certificates 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 thirty days prior to the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) to each Each holder of record of Company shares of NCF Common Stock as of ("Holder") shall have the close of business on the fifth business day prior right, subject to the Mailing Date (limitations set forth in this Article II, to submit an election in accordance with the “Election Form Record Date”).following procedures: (ba) Each Election Form shall permit Holder may specify in a request made in accordance with the holder provisions of this Section 2.1 (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify herein called an "Election") (ix) the number of shares of such holder’s Company NCF Common Stock owned by such Holder with respect to which such holder elects Holder desires to receive the Per Share Common Unit Consideration make a Stock Election and (iiy) the number of shares of such holder’s Company NCF Common Stock owned by such Holder with respect to which such holder elects Holder desires to receive the Per Share make a Cash Consideration. Any Shares with respect Election. (b) STI shall prepare a form reasonably acceptable 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 twentieth (20th) day following the Mailing Date (or such other time and date as Parent and the Company shall agree) NCF (the “"Form of Election") which shall be mailed to NCF's shareholders entitled to vote at the NCF Stockholders Meeting (as hereinafter defined) so as to permit NCF's shareholders to exercise their right to make an Election prior to the Election Deadline”) (other than Cancelled Shares or any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall be deemed to be “No Election Shares”. (c) Parent STI shall make the Form of Election initially available one or more Election Forms at the time that the Joint Proxy Statement (as may reasonably be requested from time to time by all Persons who become holders (or beneficial ownersdefined herein) of Company Common Stock between the Election Form Record Date and the close of business on the business day prior is made available to the Election Deadlineshareholders of NCF, to such shareholders, and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder of NCF who requests such Form of Election following the Company shall provide to initial mailing of the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Forms of Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates (or customary affidavits and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificate) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form, by written notice received by the Exchange Agent and prior to the Election Deadline. In no event shall the event an Form of Election Form is revoked be made available less than twenty (20) days 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 designated by STI and reasonably acceptable to NCF (the shares of Company Common Stock represented by such Election Form shall become No Election Shares and Parent shall cause "Exchange Agent"), pursuant to an agreement (the certificates representing such shares of Parent Common Stock to be promptly returned without charge "Exchange Agent Agreement") entered into prior to the Person submitting mailing of the Form of Election Form upon written request to that effect from NCF shareholders and reasonably acceptable to NCF, shall have received, by 5:00 p.m. local time in the holder who submitted city in which the Election Form, except to the extent (if any) a subsequent election is properly made with respect to any or all principal office of such shares of Company Common Stock. Subject to Exchange Agent is located, on the terms of this Agreement and date of the Election FormDeadline, a Form of Election properly completed and signed and accompanied by NCF Stock Certificates to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of NCF Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall have reasonable discretion be deemed to determine whether invalidate any electionotherwise properly made Election, revocation or change has been properly or timely made unless otherwise determined by STI, in its sole discretion. As used herein, "Election Deadline" means 5:00 p.m. on the date that is the day prior to the date of the NCF Stockholders Meeting. NCF and STI shall cooperate to disregard immaterial defects in issue a press release reasonably satisfactory to each of them announcing the date of the Election FormsDeadline not more than fifteen (15) business days before, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parentat least five (5) business days prior to, the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election FormDeadline.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Certificates 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 thirty days prior to the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) to each Each holder of record of Company shares of Anchor Common Stock as of and Anchor Restricted Stock Awards to be converted into the close of business on right to receive the fifth business day prior Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Sections 1.5(a) and 2.1 (a “Holder”) shall have the right, subject to the Mailing Date (limitations set forth in this Article II, to submit an election in accordance with the “Election Form Record Date”).following procedures: (ba) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), Holder other than any holder holders of Dissenting Shares, to Shares may specify in a request made in accordance with the provisions of this Section 2.2 (herein called an “Election”) (i) the number of shares of such holder’s Company Anchor Common Stock owned by such Holder (or subject to such Anchor Restricted Stock Awards) with respect to which such holder elects Holder desires to receive the Per Share Common Unit Consideration make a Stock Election and (ii) the number of shares of such holder’s Company Anchor Common Stock owned by such Holder (or subject to such Anchor Restricted Stock Awards) with respect to which such holder elects Holder desires to receive the Per Share make a Cash Consideration. Any Shares with respect Election. (b) Old National shall prepare a form reasonably acceptable to which the Exchange Agent has not received an effectiveAnchor, properly completed Election Form on or before 5:00 p.m., New York time, on the twentieth (20th) day following the Mailing Date (or including appropriate and customary transmittal materials in such other time form as prepared by Old National and date as Parent and the Company shall agree) reasonably acceptable to Anchor (the “Election DeadlineForm of Election”) (other than Cancelled Shares or any shares of Company Common Stock that constitute Dissenting Shares ), so as of such time) shall be deemed to be “No Election Shares”permit Holders to exercise their right to make an Election. (c) Parent Old National (i) shall initially make available one or more and mail the Form of Election Forms not less than thirty (30) business days prior to the anticipated Election Deadline to Holders of record as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Company Common Stock between the Election Form Record Date and the close of business on the business day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder or holder of Anchor Restricted Stock Awards who requests such Form of Election prior to the Election Deadline, . The time period between such mailing date and the Company shall provide Election Deadline is referred to herein as the Exchange Agent all information reasonably necessary for it to perform as specified herein“Election Period”. (d) Any such election Election shall have been made properly made only if the Exchange Agent Old National shall have actually received received, during the Election Period, a Form of Election properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates and signed (or customary affidavits and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificate) representing all shares of Company Common Stock covered by such Election Form, together with 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 FormDeadline” means 5:00 p.m. local time (in the city in which the principal office of Old National is located) on the date which the parties shall agree is as near as practicable to two (2) business days preceding the Closing Date. The Parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) business days before, by written notice received by the Exchange Agent 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 No Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock 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, the Exchange Agent 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 decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. (a) 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 the certificates theretofore representing record of shares of Company Common Stock shall passand Company Restricted Stock Awards to be converted into the right to receive the Cash Consideration and/or the Stock Consideration in accordance with, only upon proper delivery of such Certificates to the Exchange Agent) in such form as Parent shall specify and as shall be reasonably acceptable to the Company subject to, Sections 2.8 and 2.10 (the a “Election FormHolder”) shall be mailed thirty days prior have the right, subject to the anticipated Closing Date or on such other date as Parent and limitations set forth in this Article II, to submit an election in accordance with the Company shall mutually agree following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.11 (herein called an “Mailing DateElection”) to each holder of record of Company Common Stock as of the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (i) the number of shares of such holder’s Company Common Stock owned by such Holder (or subject to Company Restricted Stock Awards) with respect to which such holder elects Holder desires to receive the Per Share Common Unit Consideration make a Stock Election and (ii) the number of shares of such holder’s Company Common Stock owned by such Holder (or subject to Company Restricted Stock Awards) with respect to which such holder elects Holder desires to receive make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to the Per Share Cash Consideration. Any Shares with respect to which the Exchange Agent has not received an effectiveCompany, properly completed Election Form on or before 5:00 p.m., New York time, on the twentieth (20th) day following the Mailing Date (or including appropriate and customary transmittal materials in such other time and date form as prepared by Parent and reasonably acceptable to the Company shall agree) (the “Election DeadlineForm of Election”) (other than Cancelled Shares or any shares of Company Common Stock that constitute Dissenting Shares ), so as of such time) shall be deemed to be “No Election Shares”permit Holders to exercise their right to make an Election. (c) Parent (i) shall initially make available one and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of a date as near as practicable to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) holder of Company Common Restricted Stock between the Awards who requests such Form of 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”. (d) Any such election Election shall have been made properly made only if the Exchange Agent shall have actually received received, during the Election Period, a Form of Election properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates and signed (or customary affidavits and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificate) representing all shares of Company Common Stock covered by such Election Form, together with including duly executed transmittal materials included in the Form of Election) and accompanied by any Certificates representing all certificated shares to which such Form of Election Formrelates 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. Any Election Form may be revoked or changed As used herein, unless otherwise agreed in advance by the Person submitting such Election Formparties, 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 No Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock 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 ” means 5:00 p.m. local time (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, the Exchange Agent 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 decisions city in which the principal office of the Exchange Agent regarding such matters is located) on the date which the parties shall be binding 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 conclusive. None of Parentat least five (5) Business Days prior to, the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election FormDeadline.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Certificates 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 thirty days prior to the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) to each Each holder of record of Company shares of MSLO Common Stock as of the close of business on the fifth business day issued and outstanding immediately prior to the Mailing Date Election Deadline (a “MSLO Holder”) shall have the “right, subject to the limitations set forth in this ARTICLE II, to submit an election on or prior to the Election Form Record Date”)Deadline in accordance with the following procedures. (ba) Each Election Form shall permit MSLO Holder may specify in a request made in accordance with the holder provisions of this Section 2.3 (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify an “Election”) (i) the number of shares of such holder’s Company MSLO Common Stock owned by such MSLO Holder with respect to which such holder elects MSLO Holder desires to receive the Per Share Common Unit Consideration and make a Stock Election, (ii) the number of shares of such holder’s Company MSLO Common Stock owned by such MSLO Holder with respect to which such holder elects MSLO Holder desires to receive make a Cash Election and (iii) the Per Share Cash Considerationparticular shares for which the MSLO Holder desires to make either such election, and the order in which either such election is to apply to any such shares if the election is subject to proration under Section 2.4. Any Shares MSLO Holder who wishes to make an Election shall be required to waive all dissenters’ rights in connection with respect making such Election. (b) TopCo shall prepare a form reasonably acceptable 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 twentieth (20th) day following the Mailing Date (or such other time MSLO and date as Parent and the Company shall agree) Sequential (the “Form of Election”), which shall be mailed by TopCo to record holders of MSLO Common Stock so as to permit those MSLO Holders to exercise their right to make an Election prior to the Election Deadline”) (other than Cancelled Shares or any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall be deemed to be “No Election Shares”. (c) Parent TopCo shall mail or cause to be mailed or delivered, as applicable, the Form of Election to record holders of MSLO Common Stock as of the record date for the MSLO Stockholders Meeting not less than 20 Business Days prior to the anticipated Election Deadline. TopCo shall make available one or more Forms of Election Forms as may reasonably be requested from time to time by all Persons persons who become holders (or beneficial owners) of Company record of MSLO Common Stock between during the Election Form Record Date period following the record date for the MSLO Stockholders Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any such election Election shall have been made properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates (or customary affidavits andreceived, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificate) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form, by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, a Form of Election properly completed and signed and accompanied by MSLO Certificates (or affidavits of loss in lieu of the shares MSLO Certificates, subject to Section 2.2(j)) to which such Form of Company Common Stock represented Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of MSLO or by such Election Form shall become No Election Shares and Parent shall cause the certificates representing such shares an appropriate customary guarantee of Parent Common Stock 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 delivery of such shares MSLO Certificates, as set forth in such Form of Company Common Stock. Subject Election, from a firm that is an eligible guarantor institution (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such MSLO Certificates are in fact delivered to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any electionby the time required in such guarantee of delivery, revocation or change has been properly or timely made and to disregard immaterial defects and, in the case of MSLO Book-Entry Shares, any additional documents specified in the procedures set forth in the Form of Election. Failure to deliver shares of MSLO 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 Sequential, in its sole and absolute discretion. As used herein, unless otherwise jointly agreed in advance by Sequential and MSLO, “Election Forms, and any good faith decisions Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent regarding such matters is located) on the later of (i) the date immediately prior to the MSLO Stockholders Meeting and (ii) if on the date immediately prior to the MSLO Stockholders Meeting, the condition set forth in Section 7.1(d) has not been satisfied, three Business Days prior to the Closing Date. MSLO and Sequential shall issue a joint press release reasonably satisfactory to each of them announcing the anticipated date of the Election Deadline not more than 15 Business Days before, and at least five Business Days prior to, the anticipated date of the Election Deadline. If the Closing is delayed to a subsequent date, the Election Deadline shall be binding and conclusive. None of Parent, the Company or the Exchange Agent similarly delayed to a subsequent date (which shall be under any obligation three Business Days prior to notify any Person of any defect in an the Closing Date) and MSLO and Sequential shall cooperate to promptly publicly announce such rescheduled Election FormDeadline.

Election Procedures. Subject to the terms of the Exchange Agent Agreement, each holder of record of shares of Target Common Stock issued and outstanding immediately prior to the Effective Time (a “Holder”) shall have the right, subject to the limitations set forth in this Article 3, to submit an election on or prior to the Election Deadline in accordance with the following procedures: (a) An election Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (i) the number of shares of Target Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Target Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form and other appropriate and customary transmittal materials reasonably acceptable to Target (the “Form of Election”) (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock Certificates or Book-Entry Shares shall pass, only upon proper delivery of such the Certificates or Book-Entry Shares to the Exchange Agent) in such form as Parent shall specify and as shall be reasonably acceptable to the Company (the “Election Form”) ), which shall be mailed thirty days by Target to record holders of Target Common Stock so as to permit those holders to exercise their right to make an Election prior to the Election Deadline. (c) Target shall mail or cause to be mailed or delivered, as applicable, the Form of Election to record holders of Common Stock as of the record date for the Target Stockholder Meeting not less than 20 Business Days prior to the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree Election Deadline (the “Mailing Date”) to each holder of record of Company Common Stock as of the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (i) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Common Unit Consideration and (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. Any Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the twentieth (20th) day following the Mailing Date (or such other time and date as Parent and the Company shall agree) (the “Election Deadline”) (other than Cancelled Shares or any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall be deemed to be “No Election Shares”. (c) Parent Buyer shall make available one or more Forms of Election Forms as may reasonably be requested from time to time by all Persons persons who become holders (or beneficial owners) owners of Company Target Common Stock between during the Election Form Record Date period following the record date for the Target Stockholder Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any such election Prior to the Mailing Date, Buyer shall appoint an exchange agent reasonably acceptable to Target (the “Exchange Agent”), for the purpose of receiving Elections and exchanging shares of Target Common Stock represented by Certificates or Book-Entry Shares for Merger Consideration, pursuant to an exchange agent agreement entered into prior to the Mailing Date (the “Exchange Agent Agreement”). Subject to the terms of the Exchange Agent Agreement, any Election shall have been made properly made only if the Exchange Agent shall have actually received a properly completed Election Form received, by the Election Deadline. An , a Form of Election Form shall be deemed properly completed only if and signed and accompanied by one Certificates representing the shares of Target Common Stock to which such Form of Election relates, duly endorsed in blank or more certificates otherwise in form acceptable for transfer on the books of the Target or by an appropriate customary guarantee of delivery of such Certificates, as set forth in such Form of Election, from a firm that is an “eligible guarantor institution” (or customary affidavits as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery, and, if required by Parentin the case of Book-Entry Shares, any additional documents specified in the posting by such Person procedures set forth in the Form of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect Election. Failure to such certificate) representing all deliver shares of Company Target 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 Buyer, in its sole and absolute discretion. As used herein, unless otherwise agreed in advance by the Target and Buyer, “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 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 No Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock 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, the Exchange Agent 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 decisions principal office of the Exchange Agent regarding such matters is located) on the date that is 30 days following the Closing Date. Target and Buyer shall be binding issue a press release announcing the anticipated date of the Election Deadline not more than 15 Business Days before, and conclusive. None of Parentat least five Business Days prior to, the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election FormDeadline.

Election Procedures. Each holder of record of shares of Target Common Stock (“Holder”) and each holder of record of a Target Warrant (“Warrant Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) An 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) Each Warrant Holder may specify in a request made in accordance with the provisions of this Section 2.1 (each, a “Warrant Election”) (i) the number of Target Warrants owned by such Warrant Holder with respect to which such Warrant Holder desires to make a Stock Election and (ii) the number of Target Warrants owned by such Warrant Holder with respect to which such Warrant Holder desires to make a Cash Election. (c) Before the Effective Time, Buyer shall appoint American Stock Transfer & Trust Company, LLC, pursuant to an agreement (the “Exchange Agent Agreement”), to act as exchange agent (the “Exchange Agent”) hereunder. Buyer shall prepare an election form and other appropriate and customary transmittal materials materials, including a Letter of Transmittal and Surrender Instruction (each defined below), in a form reasonably acceptable to Target (the “Election Form”), which shall be mailed no more than 40 business days and no less than 20 business days before the anticipated Effective Time or on such earlier date as Target and Buyer shall mutually agree to each Holder and each Warrant Holder as of five business days before the date of such mailing. Each Election Form shall permit such Holder or Warrant Holder, as the case may be, subject to the allocation and election procedures set forth in this Section 2.1, to (i) elect to receive the Cash Consideration for all of the shares of Target Common Stock held by such Holder in accordance with Section 1.4(c) or, as applicable, elect to receive the Warrant Cash Consideration for all Target Warrants held by such Warrant Holder in accordance with Section 1.7(a), (ii) elect to receive the Stock Consideration for all of the shares of Target Common Stock held by such Holder, in accordance with Section 1.4(c) or, as applicable, elect to receive the Warrant Stock Consideration for all Target Warrants held by such Warrant Holder in accordance with Section 1.7(a), (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 in accordance with Section 1.4(c) or, as applicable, elect to receive the Warrant Stock Consideration for a part of such Warrant Holder’s Target Warrants and the Warrant Cash Consideration for the remaining part of such Warrant Holder’s Target Warrants in accordance with Section 1.7(a) or (iv) indicate that such Holder or Warrant Holder, as the case may be, has no preference as to the receipt of cash or Buyer Common Stock for such shares and/or Target Warrants (a “Non-Election”). A Holder who holds such shares, or Warrant Holder who holds such Target Warrants, 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 and/or Target Warrants held by such Representative for a particular beneficial owner. Any shares of Target Common Stock with respect to which the Holder thereof, and any Target Warrants with respect to which the Warrant Holder thereof, has not, as of the Election Deadline, made an election by submission to the Exchange Agent of an effective, properly completed Election Form shall be deemed Non-Election Shares and/or Non-Election Warrants, as applicable. As used in this Agreement, “Letter of Transmittal” means one or more letters of transmittal to the Exchange Agent, which shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement and which shall specify that delivery of Certificate(s) and/or Target Warrants shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock Certificate(s) and/or Target Warrants shall pass, only upon proper delivery of such Certificates to the Exchange AgentCertificate(s) in such form as Parent shall specify and as shall be reasonably acceptable to the Company (the “Election Form”) shall be mailed thirty days prior to the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) to each holder of record of Company Common Stock as of the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (i) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Common Unit Consideration and (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. Any Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the twentieth (20th) day following the Mailing Date (or such other time and date as Parent and the Company shall agree) (the “Election Deadline”) (other than Cancelled Shares or any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall be deemed to be “No Election Shares”. (c) 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. (d) Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates and/or Target Warrants (or customary affidavits andof loss in lieu of such Certificate(s) and/or Target Warrants and indemnification regarding the loss or destruction of such Certificate(s) and/or Target Warrants). As used in this Agreement, if required by Parent, “Surrender Instructions” means instructions for use in surrendering Certificate(s) and/or Target Warrants (or customary affidavits of loss in lieu of such Certificates and/or Target Warrants and indemnification regarding the posting by loss or destruction of such Person of a bond, Certificates and/or Target Warrants) in such reasonable amount as Parent may directexchange for the Merger Consideration and/or consideration for the Target Warrants, as indemnity against applicable, and any claim that may be made against it with respect to such certificate) representing all cash in lieu of fractional 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 No Election Shares and Parent shall cause the certificates representing such shares of Parent Buyer Common Stock to be promptly returned without charge issued or paid in consideration therefor in accordance with Section 2.3(g) upon surrender of such Certificate and any dividends or distributions to the Person submitting the Election Form upon written request to that effect from which the holder who submitted the Election Form, except is entitled pursuant 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, the Exchange Agent 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 decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election FormSection 2.3(d).

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Certificates 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 thirty days prior to the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) to each Each holder of record of Company shares of RockTenn Common Stock as of the close of business on the fifth business day issued and outstanding immediately prior to the Mailing Date Election Deadline (a “Holder”) shall have the “right, subject to the limitations set forth in this Article III, to submit an election on or prior to the Election Form Record Date”)Deadline in accordance with the following procedures. (ba) Each Election Form shall permit Holder may specify in a request made in accordance with the holder provisions of this Section 3.3 (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify an “Election”) (i) the number of shares of such holder’s Company RockTenn Common Stock owned by such Holder with respect to which such holder elects Holder desires to receive the Per Share Common Unit Consideration and make a Stock Election, (ii) the number of shares of such holder’s Company RockTenn Common Stock owned by such Holder with respect to which such holder elects Holder desires to receive make a Cash Election and (iii) the Per Share Cash Considerationparticular shares for which the Holder desires to make either such election, and the order in which either such election is to apply to any such shares if the election is subject to proration under Section 3.4. Any Shares Holder who wishes to make an Election shall be required to waive all dissenters’ rights in connection with respect making such Election. (b) TopCo shall, and RockTenn shall cause TopCo to, prepare a form reasonably acceptable 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 twentieth (20th) day following the Mailing Date (or such other time and date as Parent and the Company shall agree) MWV (the “Form of Election”), which shall be mailed by TopCo to record holders of RockTenn Common Stock so as to permit those Holders to exercise their right to make an Election prior to the Election Deadline”) (other than Cancelled Shares or any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall be deemed to be “No Election Shares”. (c) Parent TopCo shall, and RockTenn shall cause TopCo to, mail or cause to be mailed or delivered, as applicable, the Form of Election to record holders of RockTenn Common Stock as of the record date for the RockTenn Shareholders Meeting not less than 20 business days prior to the anticipated Election Deadline. TopCo shall, and RockTenn shall cause TopCo to, make available one or more Forms of Election Forms as may reasonably be requested from time to time by all Persons persons who become holders (or beneficial owners) of Company record of RockTenn Common Stock between during the Election Form Record Date period following the record date for the RockTenn Shareholders Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any such election Election shall have been made properly made only if the Exchange Agent shall have actually received a properly completed Election Form received, by the Election Deadline. An , a Form of Election Form shall be deemed properly completed only if and signed and accompanied by one RockTenn Certificates to which such Form of Election relates, duly endorsed in blank or more certificates (otherwise in form acceptable for transfer on the books of RockTenn or by an appropriate customary affidavits and, if required by Parent, the posting by guarantee of delivery of such Person of a bond, in such reasonable amount as Parent may directRockTenn Certificates, as indemnity against any claim that may be made against it with respect to such certificate) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included 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 No Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock 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, the Exchange Agent 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 decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form.such

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effectedform, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Certificates to the Exchange Agent) in such form as Parent SmartFinancial and Bancshares shall specify and as shall be reasonably acceptable to the Company mutually agree (the “Election Form”) ), shall be mailed thirty days prior to or delivered by Bancshares no later than the anticipated Closing Mailing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) to each holder of record of Company Common shares of Bancshares Class A Stock as of the close record date for determining Bancshares shareholders entitled to notice of business and to vote on this Agreement at the fifth business day prior to the Mailing Date Bancshares Meeting (the “Election Form Record Date”). Additionally, Bancshares shall make Election Forms available, upon request, to all Persons who become holders of Bancshares Class A Stock after the Record Date. (b) Each The Election Form shall permit the entitle each holder of shares of Bancshares Class A Stock (or the beneficial owner of such shares through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, ) to specify (i) elect to receive Cash Consideration for all of such holder’s shares of Bancshares Class A Stock (a “Cash Election”), (ii) elect to receive Stock Consideration for all of such holder’s shares of Bancshares Class A Stock (a “Stock Election”), (iii) elect to receive Cash Consideration for 20% of such holder’s shares of Bancshares Class A Stock and Stock Consideration for the remaining 80% of such holder’s shares of Bancshares Class A Stock (a “Mixed Election”), or (iv) indicate that such holder has no preference, or makes no election, as to the receipt of Cash Consideration or Stock Consideration for such holder’s shares of Bancshares Class A Stock (a “Non-Election”). Holders of record of shares of Bancshares Class A Stock who hold such shares as nominees, trustees, or in other representative capacities (each a “Representative”) may submit multiple Election Forms, provided that any such Representative certifies that each such Election Form covers all of the shares of Bancshares Class A Stock held by that Representative for a particular beneficial owner. Shares of Bancshares Class A Stock as to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as “Cash Election Shares.” Shares of Bancshares Class A Stock as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” Shares of Bancshares Class A Stock as to which no election has been made, including shares issued in connection with the exercise after the Election Deadline (as defined below) of Bancshares Options, are referred to herein as “Non-Election Shares.” The aggregate number of shares of such holder’s Company Common Bancshares Class A Stock with respect to which such holder elects a Stock Election has been made is referred to receive herein as the Per Share Common Unit Consideration and “Stock Election Number.” All Dissenting Shares shall be deemed to be Cash Election Shares. (iic) 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. Any Shares with respect to which the Exchange Agent has not received an To be effective, a properly completed Election Form on or before must be received by the Exchange Agent (as defined below) prior to 5:00 p.m., New York time, p.m. Eastern Time on the twentieth (20th) day fifth Business Day immediately following the Mailing Date (date of the Bancshares Meeting, or such other time and and/or date as Parent SmartFinancial and the Company shall agree) Bancshares may mutually agree (the “Election Deadline”) (other than Cancelled Shares or any shares of Company Common Stock that constitute Dissenting Shares as of such time) ). An election shall be deemed to be “No Election Shares”. (c) 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. (d) Any such election shall have been properly made only if the agent designated by SmartFinancial (who, if other than SmartFinancial’s then acting transfer agent, is reasonably acceptable to Bancshares) to act as the exchange agent for purposes of this Agreement (the “Exchange Agent Agent”) shall have actually received a properly completed Election Form by the Election Deadline. An Election Form A Bancshares shareholder shall be deemed permitted to, at any time prior to the Election Deadline, change such shareholder’s election by written notice actually received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed only if accompanied by one or more certificates (or customary affidavits and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificate) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the substitute Election Form. Any A Bancshares shareholder shall be permitted to, at any time prior to the Election Form may be revoked or changed by the Person submitting Deadline, revoke such Election Form, shareholder’s election by written notice actually received by the Exchange Agent prior to the Election Deadline. In All elections shall be deemed revoked automatically if the event an Exchange Agent is notified in writing by SmartFinancial and Bancshares that this Agreement has been terminated. If a Bancshares shareholder either (i) does not submit a properly completed Election Form is revoked by the Election Deadline, (ii) revokes such shareholder’s Election Form prior to the Election Deadline and does not submit a properly executed substitute Election Form prior to the Election Deadline, or (iii) asserts but fails to perfect such shareholder’s right to dissent from the Parent Merger under applicable Law, the shares of Company Common Bancshares Class A Stock represented held by such shareholder shall be designated Non-Election Form shall become No Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock 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 and conditions of this Agreement and of the Election FormAgreement, the Exchange Agent shall have reasonable discretion to determine whether any election, change, or revocation or change has been properly or and timely made and received and to disregard immaterial defects in the any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, Neither the Company or SmartFinancial Parties nor the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. Each holder of record of shares of Company Common Stock to be converted into the right to receive the Merger Consideration in accordance with, and subject to, Section 3.3 and this Section 3.4 (aa “Holder”) An shall have the right, subject to the limitations set forth in this Article III, to submit an election in accordance with the following procedures: (i) Each Holder may specify in a request made in accordance with the provisions of this Section 3.4(b) (herein called an “Election”) (A) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and (B) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (ii) Parent shall prepare a form and other reasonably acceptable to the Company, including appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Certificates to the Exchange Agent) in such form as prepared by Parent shall specify and as shall be reasonably acceptable to the Company (the “Election FormForm of Election”), so as to permit Holders to exercise their right to make an Election. (iii) Parent and the Company (A) shall be mailed thirty initially make available and mail the Form of Election not less than 20 business days prior to the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) Election Deadline to each holder Holders of record of Company Common Stock as of the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions)such mailing date, other than any holder of Dissenting Shares, to specify (i) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Common Unit Consideration and (iiB) the number of shares of following such holder’s Company Common Stock with respect mailing date, shall use all reasonable efforts to which such holder elects to receive the Per Share Cash Consideration. Any Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the twentieth (20th) day following the Mailing Date (or such other time and date as Parent and the Company shall agree) (the “Election Deadline”) (other than Cancelled Shares or any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall be deemed to be “No Election Shares”. (c) Parent shall make available one or more as promptly as possible a Form of Election Forms as may reasonably be requested from time to time by all Persons any stockholder who become holders (or beneficial owners) requests such Form 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.” (div) Any such election Election shall have been made properly made only if the Exchange Agent shall have actually received received, during the Election Period, a Form of Election properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates and executed (or customary affidavits and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificate) representing all shares of Company Common Stock covered by such Election Form, together with including duly executed transmittal materials included in the Form of Election) and accompanied by any Certificates representing all certificated shares to which such Form of Election Formrelates 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. 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 that is five business days prior to Parent’s good faith estimate of the Closing Date or such other date as may be mutually agreed to by the Parties. 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 three business days 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 No Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock 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, the Exchange Agent 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 decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. Each holder of record of a Public Common Unit issued and outstanding immediately prior to the Election Deadline (a “Partnership Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an Election on or prior to the Election Deadline in accordance with the following procedures: (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Certificates to the Exchange Agent) in such form as Parent shall specify and as shall be prepare a form reasonably acceptable to the Company Partnership (the “Election FormForm of Election”) ), which shall be mailed thirty days or caused to be mailed or delivered by Parent to record holders of Public Common Units so as to permit the Partnership Holders to exercise their right to make an Election prior to the Election Deadline. (b) Each Partnership Holder may specify on the Form of Election in accordance with the provisions of this Section 3.4 and the instructions on such form (an “Election”), (i) the number of Public Common Units with respect to which such Partnership Holder desires to make a Share Election, (ii) the number of Public Common Units with respect to which such Partnership Holder desires to make a Mixed Election and (iii) the number of Public Common Units with respect to which such Partnership Holder desires to make a Cash Election. (c) Not less than 20 Business Days prior to the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree Election Deadline (the “Mailing Date”) ), Parent shall mail or cause to each holder be mailed or delivered, as applicable, the Form of Election to record holders of Company Public Common Stock Units as of the close of business on the fifth business day a record date that is five Business Days prior to the Mailing Date (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (i) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Common Unit Consideration and (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. Any Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the twentieth (20th) day following the Mailing Date (or such other time and date as mutually agreed to by Parent and the Company shall agree) (the “Election Deadline”) (other than Cancelled Shares or any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall be deemed to be “No Election Shares”. (c) Partnership. Parent shall make available one or more Forms of Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Company record of Public Common Stock between Units during the Election Form Record Date period following the record date for the Partnership Unitholder Meeting and the close of business on the business day prior to the Election Deadline, and the Company Partnership shall provide to the Exchange Agent all information reasonably necessary for it the Exchange Agent to perform as specified herein. (d) Any such election Election shall have been made properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates (or customary affidavits andreceived, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificate) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form, by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, a Form of Election properly completed and signed and accompanied by Certificates (or affidavits of loss in lieu of the shares of Company Common Stock represented by such Election Form shall become No Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock 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 FormCertificates), except to the extent (if any) a subsequent election is properly made with respect , for the Public Common Units to any which such Form of Election relates, duly endorsed in blank or all otherwise in form acceptable for transfer on the books of the Partnership or by an appropriate customary guarantee of delivery of such shares Certificates as set forth in such Form of Company Common Stock. Subject to the terms of this Agreement and of the Election FormElection, the Exchange Agent 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 decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form.from a

Election Procedures. (a) 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 the certificates theretofore representing record of shares of Company Common Stock shall pass, only upon proper delivery of such Certificates issued and outstanding immediately prior to the Exchange Agent) in such form as Parent shall specify Effective Time, and as shall be reasonably acceptable to (each holder of Company Restricted Shares (any of the Company (the foregoing, a “Election FormHolder”) shall be mailed thirty days have the right, subject to the limitations set forth in this Article III, to submit an election on or prior to the anticipated Closing Date or on such other date as Parent and Election Deadline in accordance with the Company shall mutually agree following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.3 (herein called an “Mailing DateElection”) to each holder of record of Company Common Stock as of the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (i) the number of 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 Common Unit Consideration make a Stock Election and (ii) 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 make a Cash Consideration. Any Shares with respect Election. (b) Parent shall prepare a form reasonably acceptable 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 twentieth (20th) day following the Mailing Date (or such other time and date as Parent and the Company shall agree) (the “Election DeadlineForm of Election”) (other than Cancelled Shares or any shares ), which shall be mailed by the Company to record holders of Company Common Stock that constitute Dissenting and delivered to holders of Company Restricted Shares so as of such time) shall be deemed to be “No permit those Holders to exercise their right to make an Election Shares”prior to the Election Deadline. (c) The Company shall mail or cause to be mailed or delivered, as applicable, the Form of Election to record holders of Common Stock and holders of Company Restricted Shares as of the record date for the Company Stockholder Meeting not less than twenty (20) Business Days prior to the anticipated Election Deadline (the “Mailing Date”). Parent shall make available one or more Forms of Election Forms as may reasonably be requested from time to time by all Persons persons who become holders (or beneficial owners) of record of Company Common Stock between during the Election Form Record Date period following the record date for the Company Stockholder Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Prior to the Mailing Date, Parent shall appoint an exchange agent, which shall be a bank or trust company reasonably acceptable to the Company (the “Exchange Agent”), for the purpose of receiving Elections and exchanging shares of Company Common Stock represented by Certificates for Merger Consideration, pursuant to an exchange agent agreement entered into prior to the Mailing Date (the “Exchange Agent Agreement”). Any such election Election shall have been made properly made only if the Exchange Agent shall have actually received a properly completed Election Form received, by the Election Deadline. An , a Form of Election Form shall be deemed properly completed only if and signed and accompanied by one Certificates representing the shares of Company Common Stock to which such Form of Election relates, duly endorsed in blank or more certificates otherwise in form acceptable for transfer on the books of the Company or by an appropriate customary guarantee of delivery of such Certificates, as set forth in such Form of Election, from a firm that is an “eligible guarantor institution” (or customary affidavits as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery, and, if required by Parentin the case of Book-Entry Shares, any additional documents specified in the posting by such Person procedures set forth in the Form of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect Election. Failure to such certificate) representing all deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole and absolute discretion. As used herein, unless otherwise agreed in advance by the Company and Parent, “Election 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 later of (i) the date immediately prior to the Company Stockholder Meeting and (ii) the date that Parent and the Company shall agree is two (2) Business Days prior to the expected Closing Date. The Company and Parent shall issue a press release reasonably satisfactory to each of them announcing the anticipated date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline. In If the event an Closing is delayed to a subsequent date, the Election Form is revoked Deadline shall be similarly delayed to a subsequent date (which shall be the second (2nd) Business Day prior to the Election Deadline, Closing Date) and the shares of Company Common Stock represented by such Election Form shall become No Election Shares and Parent shall cause the certificates representing cooperate to promptly publicly announce such shares of Parent Common Stock to be promptly returned without charge to the Person submitting the rescheduled 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 Deadline and of the Election Form, the Exchange Agent 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 decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election FormClosing.

Election Procedures. Each holder of record of a Company Common Share or Company Warrant issued and outstanding immediately prior to the Election Deadline (a “Company Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election on or prior to the Election Deadline in accordance with the following procedures: (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Certificates to the Exchange Agent) in such form as Parent shall specify and as shall be prepare a form reasonably acceptable to the Company (the “Election FormForm of Election”) ), which shall be mailed thirty days by Parent to record holders of Company Common Shares and Company Warrants so as to permit the Company Holders to exercise their right to make an Election prior to the anticipated Closing Date or on such other date as Parent and Election Deadline. For the Company shall mutually agree (the “Mailing Date”) to each avoidance of doubt, a holder of record a Company Warrant may only make one type of Election (i.e., a Share Election, Mixed Election or Cash Election) with respect to such Company Common Stock as of the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”)Warrant. (b) Each Company Holder may specify on the Form of Election Form shall permit in accordance with the holder provisions of this Section 3.4 and the instructions on such form (or the beneficial owner through appropriate and customary documentation and instructionsan “Election”), other than any holder of Dissenting Shares, to specify (i) the number of shares of such holder’s Company Common Stock Shares with respect to which such holder elects Company Holder desires to receive the Per make a Share Common Unit Consideration and Election, (ii) the number of shares of such holder’s Company Common Stock Shares with respect to which such holder elects Company Holder desires to receive make a Mixed Election, (iii) the Per Share Cash Consideration. Any number of Company Common Shares with respect to which the Exchange Agent has not received an effectivesuch Company Holder desires to make a Cash Election and (iv) with respect to each Company Warrant held by such Company Holder, properly completed whether such Company Holder desires to make a Share Election, a Mixed Election Form on or before 5:00 p.m., New York time, on the twentieth (20th) day following the Mailing Date (or a Cash Election with respect to such other time and date as Parent and the Company shall agree) (the “Election Deadline”) (other than Cancelled Shares or any shares Warrant. Any holder of Company Common Stock that constitute Dissenting Shares as of such time) who makes an Election shall be deemed required to be “No Election Shares”waive all appraisal rights in connection with the Company Common Shares subject to such Election. (c) Parent shall mail or cause to be mailed or delivered, as applicable, the Form of Election to the holders of the Company Warrants and to record holders of Company Common Shares as of the record date for the Company Meeting not less than 20 Business Days prior to the anticipated Election Deadline. Parent shall make available one or more Forms of Election Forms as may reasonably be requested from time to time by all Persons persons who become holders (or beneficial owners) of record of Company Common Stock between Shares or Company Warrants during the Election Form Record Date period following the record date for the Company Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it the Exchange Agent to perform as specified herein. (d) Any such election Election shall have been made properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates (or customary affidavits andreceived, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificate) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form, by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, a Form of Election properly completed and signed and accompanied by Certificates (or affidavits of loss in lieu of the shares Certificates), if any, for the Company Common Shares to which such Form of Election relates, or the Company Warrants to which such Form of Election relates, as the case may be, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company or by an appropriate customary guarantee of delivery of such Certificates or Company Warrants, as applicable, as set forth in such Form of Election, from a firm that is an eligible guarantor institution (as defined in Rule 17Ad-15 under the Exchange Act); provided that such Certificates or Company Warrants, as applicable, are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery, and, in the case of Company Common Stock represented Shares in book-entry form, any additional documents specified in the procedures set forth in the Form of Election. Failure to deliver Company Common Shares or Company Warrants, as applicable, covered by such Election Form a guarantee of delivery within the time set forth on such guarantee shall become No Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock be deemed 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 invalidate any otherwise properly made with respect to any or all of such shares of Election, unless otherwise determined by Parent, in its sole and absolute discretion. As used herein, unless otherwise jointly agreed in advance by the Company Common Stock. Subject to the terms of this Agreement and of the Parent, “Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects Deadline” means 5:00 p.m. local time (in the Election Forms, and any good faith decisions city in which the principal office of the Exchange Agent regarding such matters is located) on a date mutually agreed by the Company and Parent but which in no event shall be binding less than one (1) day prior to the anticipated Closing Date. Parent and conclusive. None the Company shall issue a joint press release reasonably satisfactory to each of Parentthem announcing the anticipated date of the Election Deadline not more than 15 Business Days before, and at least five Business Days prior to, the anticipated date of the Election Deadline. Without limiting the other provisions set forth in this Section 3.4, any Company Common Shares or Company Warrants with respect to which the Exchange Agent has not received an effective, properly completed Form of Election prior to the Election Deadline (other than any Company Common Shares that constitute Dissenting Shares as of such time) shall also be under any obligation deemed to notify any Person of any defect in an be Non-Election FormShares.

Election Procedures. (a) 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 the certificates theretofore representing record of shares of Company Common Stock ("Holder") as of the record date for the Company Stockholders Meeting shall passhave the right, only upon proper delivery of such Certificates subject to the Exchange Agentlimitations 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 (herein called an "Election") (x) the number of shares of Company Common Stock owned by such form as Holder with respect to which such Holder desires to make a Stock Election and (y) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (b) Parent shall specify and as shall be prepare a form reasonably acceptable to the Company (the “Election Form”"Form of Election") which shall be mailed thirty days to the Company's shareholders entitled to vote at the Company Stockholders Meeting (as hereinafter defined) so as to permit Company's shareholders to exercise their right to make an Election prior to the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) to each holder of record of Company Common Stock as of the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (i) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Common Unit Consideration and (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. Any Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the twentieth (20th) day following the Mailing Date (or such other time and date as Parent and the Company shall agree) (the “Election Deadline”) (other than Cancelled Shares or any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall be deemed to be “No Election Shares”. (c) Parent shall make the Form of Election initially available one or more Election Forms at the time that the Joint Proxy Statement/Prospectus (as may reasonably be requested from time to time by all Persons who become holders (or beneficial ownersdefined herein) of Company Common Stock between the Election Form Record Date and the close of business on the business day prior is made available to the Election Deadlineshareholders of Company, to such shareholders, and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder of the Company shall provide to who requests such Form of Election following the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any such election shall have been properly made only if initial mailing of the Exchange Agent shall have actually received a properly completed Forms of Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates (or customary affidavits and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificate) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form, by written notice received by the Exchange Agent and prior to the Election Deadline. In no event shall the event an Form of Election Form is revoked first be made available less than twenty (20) days 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, the shares of Company Common Stock represented which Person shall be a bank or trust company designated by such Election Form shall become No Election Shares Parent and Parent shall cause the certificates representing such shares of Parent Common Stock to be promptly returned without charge reasonably acceptable to the Person submitting Company (the Election Form upon written request "Exchange Agent"), pursuant to that effect from an agreement (the holder who submitted the Election Form, except "Exchange Agent Agreement") entered into prior to the extent (if any) a subsequent election is properly made with respect mailing of the Form of Election to any or all of such shares of Company Common Stock. Subject shareholders and reasonably acceptable to the terms of this Agreement and of the Election FormCompany, the Exchange Agent 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 decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form.have

Election Procedures. (a) 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 the certificates theretofore representing record of shares of Company Common Stock shall pass, only upon proper delivery of such Certificates (including Company Restricted Stock) issued and outstanding immediately prior to the Exchange Agent) in such form as Parent shall specify and as shall be reasonably acceptable to the Company Effective Time (the a “Election FormHolder”) shall be mailed thirty days have the right, subject to the limitations set forth in this ‎‎Article III, to submit an election on or prior to the anticipated Closing Date or on such other date as Parent and Election Deadline in accordance with the Company shall mutually agree following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this ‎‎Section 3.3 (herein called an “Mailing DateElection”) to each holder of record of Company Common Stock as of the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (i) the number of 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 Common Unit Consideration make a Stock Election and (ii) 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 make a Cash Consideration. Any Shares with respect Election. (b) Parent shall prepare a form reasonably acceptable 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 twentieth (20th) day following the Mailing Date (or such other time and date as Parent and the Company shall agree) (the “Election DeadlineForm of Election”) (other than Cancelled Shares or any shares ), which shall be mailed by the Company to record holders of Company Common Stock that constitute Dissenting Shares so as of such time) shall be deemed to be “No permit those holders to exercise their right to make an Election Shares”prior to the Election Deadline. (c) Parent The Company shall mail or cause to be mailed the Form of Election to record holders of Common Stock as of the record date for the Company Stockholder Meeting not less than twenty (20) Business Days prior to the anticipated Election Deadline and shall use reasonable best efforts to make available one or more as promptly as possible a Form of Election Forms as may reasonably be requested from time to time by all Persons persons who become holders (or beneficial owners) of Company shares of Common Stock between during the Election Form Record Date period following the record date for the Company Stockholder Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any such election Election shall have been made properly made only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have actually received a properly completed Election Form received, by the Election Deadline. An , a Form of Election Form shall be deemed properly completed only if and signed and accompanied by one Certificates representing the shares of Company Common Stock to which such Form of Election relates, duly endorsed in blank or more certificates otherwise in form acceptable for transfer on the books of the Company or by an appropriate customary guarantee of delivery of such Certificates, as set forth in such Form of Election, from a firm that is an “eligible guarantor institution” (or customary affidavits as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery, and, if required by Parentin the case of Book-Entry Shares, any additional documents specified in the posting by such Person procedures set forth in the Form of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect Election. Failure to such certificate) representing all deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole and absolute discretion. As used herein, unless otherwise agreed in advance by the Company and Parent, “Election 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 later of (i) the date immediately prior to the Company Stockholder Meeting and (ii) the date that Parent and the Company shall agree is five (5) Business Days prior to the expected Closing Date. The Company and Parent shall cooperate to issue a press release reasonably satisfactory to each of them announcing the anticipated date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline. In If the event an Election Form Closing is revoked prior delayed to a subsequent date, the Election Deadline, Deadline shall be similarly delayed and the shares of Company Common Stock represented by such Election Form shall become No Election Shares and Parent shall cause the certificates representing cooperate to promptly publicly announce such shares of Parent Common Stock to be promptly returned without charge to the Person submitting the rescheduled 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 Deadline and of the Election Form, the Exchange Agent 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 decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election FormClosing.

Election Procedures. Each holder of record of shares of Company Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this ARTICLE II, to submit an election in accordance with the following procedures: (a) An election form Each Holder may specify in a request made in accordance with the provisions of this Section 2.06 (each, an “Election”) (i) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and other (ii) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (b) As promptly as practicable after the Company Meeting, assuming the Requisite Company Shareholder Approval is obtained, but in any event no later than ten (10) Business Days prior to the Effective Time, and provided that Company has delivered, or caused to be delivered, to the Exchange Agent all information that is necessary for the Exchange Agent to perform its obligations as specified herein, the Exchange Agent in accordance with the Exchange Agent Agreement shall mail or otherwise cause to be delivered to each holder of record of a Certificate or Certificates who has not previously surrendered such Certificate or Certificates an Election Form and Letter of Transmittal, as hereinafter defined, to include or be accompanied by appropriate and customary transmittal materials (materials, which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, as well as instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration as provided for in this Agreement (collectively, the “Election Form and Letter of Transmittal” or “Election Form”). The form of Election Form and Letter of Transmittal shall be agreed to between Company and Buyer not later than the time of filing of the Registration Statement. Each Election Form and Letter of Transmittal shall permit such Holder, subject to the allocation and election procedures set forth in this Section 2.06, to (i) elect to receive the Cash Consideration for all of the shares of Company Common Stock shall passheld by such Holder in accordance with Section 2.01(c), only upon proper delivery (ii) elect to receive the Stock Consideration for all of such Certificates shares in accordance with Section 2.01(c), (iii) elect to receive the Stock Consideration for a specified number of whole shares of such Holder’s Company Common Stock and the Cash Consideration for the remaining number of whole shares of such Holder’s Company Common Stock or (iv) indicate that such Holder has no preference as to the Exchange Agent) receipt of cash or Buyer Common Stock for such shares (a “Non-Election”). A Holder who holds such shares as nominee, trustee or in such form as Parent shall specify and as shall be reasonably acceptable to the Company another representative capacity (the a “Election FormRepresentative”) shall be mailed thirty days prior to may submit multiple Election Forms, provided, that each such Election Form covers all of the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) to each holder of record shares of Company Common Stock as of the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the held by such Representative for a particular beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (i) the number of owner. Any shares of such holder’s Company Common Stock with respect to which such holder elects the Holder thereof has not, as of the Election Deadline, made an election by submission to receive the Per Share Common Unit Consideration and (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. Any Shares with respect to which the Exchange Agent has not received of an effective, properly completed Election Form on shall be deemed Non-Election Shares. (c) Notwithstanding any other provision in this Agreement to the contrary, a Holder who (i) makes a Stock Election that would result in such Holder receiving less than ten (10) whole shares of Buyer Common Stock, or before (ii) would otherwise be allocated Stock Consideration consisting of less than ten (10) whole shares of Buyer Common Stock under this Section 2.06 as a result of a Non-Election or deemed Non-Election or (iii) would otherwise be allocated Stock Consideration consisting of less than ten (10) whole shares of Buyer Common Stock pursuant to the allocation and pro-ration provisions of Section 2.02, shall instead in any such case of (i), (ii) or (iii) above, be allocated Cash Consideration in respect of such shares of Company Common Stock as if such Holder had made a valid Election to receive Cash Consideration in respect of such shares of Company Common Stock. (d) To be effective, a properly completed Election Form, accompanied by the Certificate(s) to which such Election Form relates, shall be submitted to the Exchange Agent no later than 5:00 p.m., New York Central time, on the twentieth date that Buyer and Company agree is as near as practicable to five (20th5) day following Business Days before the Mailing Date anticipated Effective Time (or such other time and date as Parent Buyer and Company may mutually agree, and as to be set forth in the Company shall agreeElection Form) (the “Election Deadline”) (other than Cancelled Shares or any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall be deemed to be “No Election Shares”. (c) 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 the duties as specified herein. (d) Any such election . An Election shall be deemed to have been properly made only if the Exchange Agent shall have actually duly received a properly completed Election Form, accompanied by the Certificate(s) to which such Election Form relates, by the Election Deadline. An , unless a Holder elects to make delivery of the Certificate(s) pursuant to a guarantee of delivery as provided in the Election Form, in which case a properly completed Election Form shall be deemed properly completed only if accompanied by one or more certificates (or customary affidavits and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect delivered to such certificate) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form, by written notice and received by the Exchange Agent prior by the Election Deadline, and the Certificates(s) shall be delivered pursuant to the guarantee of delivery as provided in the Election Form no later than two (2) Business Days after the Election Deadline. In the event an If a Holder either (i) does not submit a properly completed Election Form is revoked prior to and the Certificate(s) in a timely fashion or (ii) revokes his, her or its Election Form before the Election Deadline (without later submitting a properly completed Election Form before the Election Deadline), the shares of Company Common Stock represented held by such Holder shall be designated as Non-Election Form shall become No Shares. Any Holder may revoke or change his, her or its Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock to be promptly returned without charge by written notice to the Person submitting Exchange Agent only if such notice of revocation or change is duly received by the Exchange Agent before 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 StockDeadline. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion sole authority to determine when any Election, modification or revocation is received and whether any electionsuch Election, modification or revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Formmade.

Election Procedures. (a) 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 the certificates theretofore representing record of shares of Company Common Stock shall passto be converted into the right to receive the Cash Consideration and/or the Stock Consideration in accordance with, only upon proper delivery of such Certificates to the Exchange Agent) in such form as Parent shall specify and as shall be reasonably acceptable to the Company subject to, Sections 1.6 and 2.1 (the a “Election FormHolder”) shall be mailed thirty days prior have the right, subject to the anticipated Closing Date or on such other date as Parent and limitations set forth in this Article II, to submit an election in accordance with the Company shall mutually agree following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.2 (herein called an “Mailing DateElection”) to each holder of record of Company Common Stock as of the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (i) the number of 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 Common Unit Consideration make a Stock Election and (ii) 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 make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to the Per Share Cash Consideration. Any Shares with respect to which the Exchange Agent has not received an effectiveCompany, properly completed Election Form on or before 5:00 p.m., New York time, on the twentieth (20th) day following the Mailing Date (or including appropriate and customary transmittal materials in such other time and date form as prepared by Parent and reasonably acceptable to the Company shall agree) (the “Election DeadlineForm of Election”) (other than Cancelled Shares or any shares of Company Common Stock that constitute Dissenting Shares ), so as of such time) shall be deemed to be “No Election Shares”permit Holders to exercise their right to make an Election. (c) Parent (i) shall initially make available one or more and mail the Form of Election Forms not less than twenty (20) business days prior to the anticipated Election Deadline to Holders of record as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Company Common Stock between the Election Form Record Date and the close of business on the business day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder who requests such Form of Election prior to the Election Deadline, . The time period between such mailing date and the Company shall provide Election Deadline is referred to herein as the Exchange Agent all information reasonably necessary for it to perform as specified herein“Election Period”. (d) Any such election Election shall have been made properly made only if the Exchange Agent shall have actually received received, during the Election Period, a Form of Election properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates and signed (or customary affidavits and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificate) representing all shares of Company Common Stock covered by such Election Form, together with 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 Election Formparties, 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 No Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock 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 ” means 5:00 p.m. local time (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, the Exchange Agent 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 decisions city in which the principal office of the Exchange Agent regarding such matters is located) on the date which the parties shall be binding 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 conclusive. None of Parentat least five (5) business days prior to, the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election FormDeadline.

Election Procedures. Each holder of record of Paramount Shares (aother than a Specified Stockholder or an Equity Investor) An to be converted into the right to receive the New Paramount Merger Consideration in accordance with, and subject to, Section 2.1(a), Section 2.1(b) and this Section 2.2 (an “Electing Holder”) shall have the right, subject to the limitations set forth in this Section 2.2, to submit an election in accordance with the following procedures: (i) Each Electing Holder may specify in a request made in accordance with the provisions of this Section 2.2 (herein called an “Election”) (A) the number of Paramount Class A Shares and the number of Paramount Class B Shares owned by such Electing Holder (which in each case shall be converted into New Paramount Class A Shares or New Paramount Class B Shares, as applicable, pursuant to the Pre-Closing Paramount Merger) with respect to which such Electing Holder desires to make a Class A Stock Election and a Class B Stock Election, respectively, and (B) the number of Paramount Class A Shares and Paramount Class B Shares owned by such Electing Holder (which in each case shall be converted into New Paramount Class A Shares or New Paramount Class B Shares, as applicable, pursuant to the Pre-Closing Paramount Merger) with respect to which such Electing Holder desires to make a Class A Cash Election and a Class B Cash Election, respectively. (ii) Paramount shall prepare a form and other of election reasonably acceptable to Skydance (including appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Certificates to the Exchange Agent) in such form as Parent shall specify prepared by Paramount and as shall be reasonably acceptable to the Company Skydance) (the “Form of Election”), so as to permit Electing Holders to exercise their right to make an Election. Any Electing Holder that holds any Paramount Shares as nominee, as trustee or in other representative capacity (which in each case shall be converted into New Paramount Shares pursuant to the Pre-Closing Paramount Merger) may, through proper instructions and documentation, submit a separate Form of Election Form”prior to the Election Deadline with respect to each beneficial owner for whom such nominee, trustee or representative holds such Paramount Shares. (iii) Paramount and Skydance (A) shall be mailed thirty days initially make available and mail the Form of Election not less than 20 Business Days prior to the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) Election Deadline to each holder Electing Holders of record of Company Common Stock as of the close of business on the fifth business day Business Day prior to the Mailing Date such mailing date, and (the “B) following such mailing date, shall use reasonable best efforts to make available as promptly as practicable a Form of Election Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than to any holder of Dissenting Shares, to specify (i) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Common Unit Consideration and (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. Any Paramount 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 twentieth (20th) day following the Mailing Date (or such other time and date as Parent and the Company shall agree) (the “Election Deadline”) (other than Cancelled Shares or any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall be deemed to be “No Election Shares”. (c) 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 Specified Stockholders and the close Equity Investors) who requests such Form of business on the business day Election prior to the Election Deadline, . The time period between such mailing date and the Company shall provide Election Deadline is referred to herein as the Exchange Agent all information reasonably necessary for it to perform as specified herein“Election Period”. (div) Any such election Election shall have been made properly made only if the Exchange Agent shall have actually received received, during the Election Period, a Form of Election properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates and executed (or customary affidavits and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificate) representing all shares of Company Common Stock covered by such Election Form, together with including duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Formof Election) and accompanied, as applicable, by written notice received Certificates representing all certificated shares (if any) 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. As used herein, unless otherwise agreed in advance by Skydance and Paramount, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date that is five (5) Business Days prior to the Parties’ good faith estimate of the Closing Date or such other date as may be mutually agreed to by the Parties. Skydance and Paramount shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline at least three (3) 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 Skydance and Paramount shall promptly announce any such delay and, when determined, the shares of Company Common Stock represented by such rescheduled Election Form shall become No Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock 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, the Exchange Agent 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 decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election FormDeadline.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Certificates 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 thirty days prior to the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) to each Each holder of record of Company shares of Republic Common Stock as of ("Holder") shall have the close of business on the fifth business day prior right, subject to the Mailing Date (limitations set forth in this Article II, to submit an election in accordance with the “Election Form Record Date”).following procedures: (ba) Each Election Form shall permit Holder may specify in a request made in accordance with the holder provisions of this Section 2.1 (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify herein called an "Election") (i) the number of shares of such holder’s Company Republic Common Stock owned by such Holder with respect to which such holder elects Holder desires to receive the Per Share Common Unit Consideration make a Stock Election and (ii) the number of shares of such holder’s Company Republic Common Stock owned by such Holder with respect to which such holder elects Holder desires to make a Cash Election. (b) Citizens shall prepare a form reasonably acceptable to Republic (the "Form of Election") which shall be mailed to record holders of Republic Common Stock so as to permit those holders to exercise their right to make an Election prior to the Election Deadline. (c) Citizens shall make the Form of Election initially available not less than twenty (20) Business Days prior to the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder of Republic 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 Citizens and reasonably acceptable to Republic (the Per Share Cash Consideration. Any Shares with respect "Exchange Agent"), pursuant to an agreement (the "Exchange Agent Agreement") entered into prior to the mailing of the Form of Election to Republic shareholders, shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by Certificates to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Certificates are in fact delivered to the Exchange Agent has not received an effectiveby the time required in such guarantee of delivery. Failure to deliver shares of Republic 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, properly completed unless otherwise determined by Citizens, in its sole discretion and any shares of Republic Common Stock held by such Holder shall be deemed Non-Election Form on or before Shares. As used herein, unless otherwise agreed in advance by the parties, "Election Deadline" means 5:00 p.m., New York time, p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the twentieth (20th) day following prior to the Mailing Date (Republic Shareholders' Meeting or such other time and date as Parent Citizens and Republic may mutually agree. Republic and Citizens shall cooperate to issue a press release reasonably satisfactory to each of them announcing the Company shall agree) (the “Election Deadline”) (other than Cancelled Shares or any shares date of Company Common Stock that constitute Dissenting Shares as of such time) shall be deemed to be “No Election Shares”. (c) 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 Deadline not more than fifteen (15) Business Days before, and the close of business on the business day at least five (5) Business Days prior to to, the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates (or customary affidavits and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificate) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form, by written notice received by the Exchange Agent prior to the Election Deadline. 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 No Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock 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, the Exchange Agent 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 decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. (a) 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 the certificates theretofore representing record of shares of Company Common Stock shall pass, only upon proper delivery of such Certificates to the Exchange Agent) in such form as Parent shall specify issued and as shall be reasonably acceptable to the Company (the “Election Form”) shall be mailed thirty days outstanding immediately prior to the anticipated Closing Date Effective Time (a "Holder") shall have the right, subject to the limitations set forth in this Article III, to submit an election on or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) to each holder of record of Company Common Stock as of the close of business on the fifth business day prior to the Mailing Date (Election Deadline in accordance with the “Election Form Record Date”).following procedures: (ba) Each Election Form shall permit Holder may specify in a request made in accordance with the holder provisions of this Section 3.3 (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify an "Election") (i) 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 make a Share Common Unit Consideration Election and (ii) the number of other shares of such holder’s Company Common Stock owned by such Holder with respect to which such holder elects Holder desires to receive make a Cash Election; provided, that, for the Per avoidance of doubt, a Holder may not make both a Share Election and a Cash Consideration. Any Shares Election with respect to which the Exchange Agent has not received same share of Company Common Stock owned by such Holder. (b) Prior to effectiveness of the Form S-4, Parent shall prepare and file as an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the twentieth (20th) day following the Mailing Date (or such other time and date as Parent and exhibit thereto a form reasonably acceptable to the Company shall agree) (the “"Form of Election"), which shall be mailed by the Company to record holders of Company Common Stock so as to permit those holders to exercise their right to make an Election prior to the Election Deadline”. (c) (other than Cancelled Shares The Company shall mail or any cause to be mailed or delivered, as applicable, the Form of Election to record holders of shares of Company Common Stock that constitute Dissenting Shares as of such timethe record date for the Company Stockholder Meeting not less than twenty (20) shall be deemed Business Days prior to be “No the anticipated Election Shares”. Deadline (c) the "Mailing Date"). Parent shall make available one or more Forms of Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) owners of Company Common Stock between during the Election Form Record Date period following the record date for the Company Stockholder Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any such election Prior to the Mailing Date, Parent shall appoint an exchange agent, which shall be an agent reasonably acceptable to the Company (the "Exchange Agent"), for the purpose of receiving Elections and transferring Book-Entry Shares and exchanging shares of Company Common Stock represented by Certificates for Merger Consideration, pursuant to an exchange agent agreement reasonably acceptable to Parent and the Company entered into prior to the Mailing Date (the "Exchange Agent Agreement"). Subject to the terms of the Exchange Agent Agreement, any Election shall have been made properly made only if the Exchange Agent shall have actually received a properly completed Election Form received, by the Election Deadline. An , a Form of Election Form shall be deemed properly completed only if and signed, with such Form of Election either electing to transfer Book-Entry Shares or accompanied by one or more certificates (or customary affidavits and, if required by Parent, Certificates representing the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificate) representing all shares of Company Common Stock to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company or by an appropriate customary guarantee of delivery of such Certificates, as set forth in such Form of Election, from a firm that is an "eligible guarantor institution" (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver Certificates 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 sole and absolute discretion. As used herein, unless otherwise agreed in advance by the Company and Parent, "Election Form, together with duly executed transmittal materials included Deadline" means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the Business Day immediately prior to the Company Stockholder Meeting. (e) Any Holder may, at any time prior to the Election Form. Any Deadline, change or revoke his or her 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 accompanied by a properly completed and signed revised Form of Election Form is revoked or by withdrawal prior to the Election DeadlineDeadline of his or her Certificates, or of the shares guarantee of Company Common Stock represented by delivery of such Certificates, or any documents in respect of Book-Entry Shares, previously deposited with the Exchange Agent. After an Election Form shall become No Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock 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 validly made with respect to any or all shares of Company Common Stock, any subsequent transfer of such shares of Company Common StockStock 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 Parent or the Company that this Agreement has been terminated in accordance with Article IX. Subject to the terms of this the Exchange Agent Agreement and of the Election Formthis Agreement, the Exchange Agent shall have reasonable discretion to determine whether if any electionElection is not properly made with respect to any shares of Company Common Stock (neither Parent nor the Company nor the Exchange Agent being under any duty to notify any stockholder of any such defect); in the event the Exchange Agent makes such a determination, revocation or change has been properly or such Election shall be deemed to be not in effect, and the shares of Company Common Stock covered by such Election shall, for purposes hereof, be deemed to be Non-Electing Shares, unless a proper Election is thereafter timely made and with respect to disregard immaterial defects in such shares. (f) Subject to the Election Forms, and any good faith decisions terms of the Exchange Agent regarding such matters Agreement, Parent and the Company, in the exercise of their reasonable discretion, shall have the joint right to make all determinations, not inconsistent with the terms of this Agreement, governing (i) the manner and extent to which Elections are to be binding taken into account in making the determinations prescribed by Section 3.2, (ii) the issuance and conclusive. None delivery of Parent, certificates representing the number of Parent Common Shares into which shares of Company or Common Stock are converted into the Exchange Agent shall be under any obligation right to notify any Person receive in the Merger and (iii) the method of any defect payment of cash for shares of Company Common Stock converted into the right to receive the Cash Consideration and cash in an Election Formlieu of fractional Parent Common Shares.

Election Procedures. (a) 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 the certificates theretofore representing record of shares of Company Common Stock (“Holder“) shall passhave the right, only upon proper delivery of such Certificates subject to the Exchange Agent) limitations set forth in such form as Parent shall specify and as shall be reasonably acceptable this Article II, to submit an election in accordance with the Company (the “Election Form”) shall be mailed thirty days prior to the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) to each holder of record of Company Common Stock as of the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”).following procedures: (ba) Each Election Form shall permit Holder may specify in a request made in accordance with the holder provisions of this Section 2.1 (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify herein called an “Election“) (i) 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 Common Unit Consideration make a Stock Election and (ii) 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 make a Cash Consideration. Any Shares with respect Election. (b) Parent shall prepare a form reasonably acceptable 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 twentieth (20th) day following the Mailing Date (or such other time and date as Parent and the Company shall agree) (the “Election Deadline”Form of Election“) (other than Cancelled Shares or any shares which shall be mailed to record holders of Company Common Stock that constitute Dissenting Shares so as of such time) shall be deemed to be “No permit those holders to exercise their right to make an Election Shares”prior to the Election Deadline. (c) Parent shall cause the Form of Election to be sent to holders of record not less than twenty (20) business days prior to the anticipated Election Deadline and shall use all reasonable efforts to make available one or more as promptly as possible a Form of Election to any shareholder of the Company who requests such Form of Election following the initial mailing of the Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of 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. (d) Any such election Election shall have been made properly made only if the Person authorized to receive Elections and to act as exchange agent under this Agreement, which Person shall be selected by Parent and reasonably acceptable to the 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 have actually received a properly completed Election Form received, by the Election Deadline. An , a Form of Election Form shall be deemed properly completed only if and signed and accompanied by one Certificates to which such Form of Election relates or more certificates (or by an appropriate customary affidavits andguarantee of delivery of such Certificates, if required by Parent, the posting by such Person of a bond, as set forth in such reasonable amount as Parent may directForm of Election, as indemnity against from a member of any claim registered national securities exchange or a commercial bank or trust company in the United States; provided that may be made against it with respect such Certificates are in fact delivered to the Exchange Agent by the time required in such certificate) representing all guarantee of delivery. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. For shares of Company Common Stock held in book entry form, Parent shall establish procedures for delivery of such shares, which procedures shall be reasonably acceptable to the Company. In the event that a shareholder of the Company has provided a notice of intent to demand payment (a “Notice of Dissenter’s Intent“) pursuant to Section 13.21 of the VBCA, any Election Formsubmitted by such shareholder prior to submission of such Notice of Dissenter’s Intent shall be deemed withdrawn, together with duly executed transmittal materials included and any Election submitted by such shareholder after submission of such Notice of Dissenter’s Intent (unless such Notice of Dissenter’s Intent shall have theretofore been withdrawn) shall be deemed invalid. (e) As used herein, unless otherwise agreed by the parties, “Election Deadline“ means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the later of (1) the date of the meeting of the Company shareholders pursuant to Section 6.3 and (2) the date that Parent and the Company shall agree is as near as practicable to five (5) business days prior to the expected Closing Date. Parent shall issue a press release informing the Company’s shareholders of the Election Form. Deadline as promptly as practicable following the determination thereof. (f) Any Company shareholder may, at any time prior to the Election Form may be revoked Deadline, change or changed by the Person submitting such revoke his or her Election Form, by written notice received by the Exchange Agent prior to the Election DeadlineDeadline accompanied by a properly completed and signed revised Form of Election. In Subject to the event an terms of the Exchange Agent Agreement, if Parent shall determine in its reasonable discretion that any Election Form is revoked not properly made with respect to any shares of Company Common Stock (neither Parent nor the Company nor the Exchange Agent being under any duty to notify any shareholder of any such defect), such Election shall be deemed to be not in effect, and the shares of Company Common Stock covered by such Election shall, for purposes hereof, be deemed to be Non-Election Shares, unless a proper Election is thereafter timely made. (g) Any Company shareholder may, at any time prior to the Election Deadline, revoke his or her Election by written notice received by the Exchange Agent prior to the Election Deadline or by withdrawal prior to the Election Deadline of his or her Certificates, or of the guarantee of delivery of such Certificates, previously deposited with the Exchange Agent. All Elections shall be automatically deemed revoked, and all Certificates shall be promptly returned to the Company’s shareholders, upon receipt by the Exchange Agent of written notification from Parent or the Company that this Agreement has been terminated in accordance with Article VIII or that this Agreement has been amended by the parties to so provide in connection with a new election period. (h) Subject to the terms of the Exchange Agent Agreement, Parent, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing (i) the validity of the Forms of Election and compliance by any Company shareholder with the Election procedures set forth herein, (ii) the manner and extent to which Elections are to be taken into account in making the determinations prescribed by Section 1.5, (iii) the issuance and delivery of shares of Parent Common Stock into which shares of Company Common Stock represented by such Election Form shall become No Election Shares are converted in the Merger and Parent shall cause (iv) the certificates representing such method of payment of cash for shares of Company Common Stock converted into the right to receive the Cash Consideration and cash in lieu of fractional shares of Parent Common Stock 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, the Exchange Agent 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 decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. (a) 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 the certificates theretofore representing record of shares of Company Common Stock to be converted into the right to receive the Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Sections 1.6 and 2.1 (a "Holder") shall passhave the right, only upon proper delivery of such Certificates subject to the Exchange Agent) limitations set forth in such form as Parent shall specify and as shall be reasonably acceptable this Article II, to submit an election in accordance with the Company (the “Election Form”) shall be mailed thirty days prior to the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) to each holder of record of Company Common Stock as of the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”).following procedures: (ba) 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 Dissenting Shares, to specify herein called an "Election") (i) 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 Common Unit Consideration make a Stock Election and (ii) 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 make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to the Per Share Cash Consideration. Any Shares with respect to which the Exchange Agent has not received an effectiveCompany, properly completed Election Form on or before 5:00 p.m., New York time, on the twentieth (20th) day following the Mailing Date (or including appropriate and customary transmittal materials in such other time and date form as prepared by Parent and reasonably acceptable to the Company shall agree) (the “Election Deadline”) (other than Cancelled Shares or any shares "Form of Company Common Stock that constitute Dissenting Shares Election"), so as of such time) shall be deemed to be “No Election Shares”permit Holders to exercise their right to make an Election. (c) Parent (i) shall initially make available one or more and mail the Form of Election Forms not less than twenty (20) business days prior to the anticipated Election Deadline to Holders of record as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Company Common Stock between the Election Form Record Date and the close of business on the business day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder who requests such Form of Election prior to the Election Deadline, . The time period between such mailing date and the Company shall provide Election Deadline is referred to herein as the Exchange Agent all information reasonably necessary for it to perform as specified herein"Election Period". (d) Any such election Election shall have been made properly made only if the Exchange Agent shall have actually received received, during the Election Period, a Form of Election properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates and signed (or customary affidavits and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificate) representing all shares of Company Common Stock covered by such Election Form, together with 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 Election Formparties, 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 No Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock 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 " means 5:00 p.m. local time (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, the Exchange Agent 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 decisions city in which the principal office of the Exchange Agent regarding such matters is located) on the date which the parties shall be binding 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 conclusive. None of Parentat least five (5) business days prior to, the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election FormDeadline.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title Subject to the certificates theretofore representing shares of Company Common Stock shall passallocation and election procedures set forth in this Section 2.2, only upon proper delivery of such Certificates 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 thirty days prior to the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) to each holder of record of Company Common Stock as of the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder ) immediately prior to the Effective Time of Dissenting Shares, to specify shares of Target Common Stock shall be entitled either (i) to elect to receive the Cash Consideration for each such share of Target Common Stock ("Cash Election Shares"), or (ii) to elect to receive the Stock Consideration for each such share of Target Common Stock ("Stock Election Shares"), or (iii) to indicate that such record holder has no preference as to the receipt of cash or Purchaser Common Shares for each such share of Target Common Stock ("Non-Election Shares"). All such elections shall be made on a form furnished by Purchaser for that purpose (a "Form of Election") and reasonably satisfactory to Target. If more than one Certificate shall be surrendered for the account of the same holder, the number of Purchaser Common Shares, if any, to be issued to such holder in exchange for the certificates representing the shares of Target Common Stock (the "Certificates") which have been surrendered shall be computed on the basis of the aggregate number of shares of Target Common Stock represented by all of the Certificates surrendered for the account of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Common Unit Consideration and (ii) the number . Holders of record of shares of such holder’s Company Target Common Stock with respect who hold such shares as nominees, trustees or in other representative capacities (each, a "Representative") may submit multiple Forms of Election, provided that such Representative certifies that each such Form of Election covers all shares of Target Common Stock held by such Representative for a particular beneficial owner. (b) Not later than the 25th business day prior to which the anticipated Effective Date or such holder elects date as the parties agree in writing, Purchaser shall mail a Form of Election and a letter of transmittal to receive record holders of Target Common Stock as of the Per Share Cash Considerationrecord date for the Target Stockholders Meeting (as defined below). Any Shares with respect Elections shall be made by holders of shares of Target Common Stock by delivering the Form of Election to which Harr▇▇ ▇▇▇st and Savings Bank, or such other bank or trust company designated by Purchaser and who is reasonably satisfactory to Target (the "Exchange Agent"). To be effective, a Form of Election must be properly completed, signed and submitted to the Exchange Agent has not received an effective, properly completed Election Form on or before by 5:00 p.m., p.m. (New York City time, ) on the twentieth last business day prior to the date of the Target Stockholders Meeting (20thas defined below) day following the Mailing Date (or such other time and date as Parent Purchaser and the Company shall agree) Target may mutually agree (the “"Election Deadline”"), and accompanied by (1)(x) the Certificates as to which the election is being made or (other than Cancelled Shares or any shares y) an appropriate guarantee of Company Common Stock that constitute Dissenting Shares as delivery of such timeCertificates as set forth in such Form of Election from a firm which is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States, provided such Stock Certificates are in fact delivered to the Exchange Agent within three New York Stock Exchange ("NYSE") trading days after the date of execution of such guarantee of delivery (a "Guarantee of Delivery") and (2) a properly completed and signed letter of transmittal. Failure to deliver Certificates covered by any Guarantee of Delivery within three NYSE trading days after the date of execution of such Guarantee of Delivery shall be deemed to be “No invalidate any otherwise properly made election. Purchaser will have the discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether Forms of Election Shares”. (c) Parent shall make available one have been properly completed, signed and submitted or more Election revoked and to disregard immaterial defects in Forms as may reasonably be requested from time to time by all Persons who become holders of Election. The good faith decision of Purchaser (or beneficial ownersthe Exchange Agent) in such matters shall be conclusive and binding. Neither Purchaser nor the Exchange Agent will be under any obligation to notify any person of Company Common Stock between any defect in a Form of Election submitted to the Exchange Agent. The Exchange Agent shall also make all computations contemplated by Section 2.2(c) and all such computations shall be conclusive and binding on the Target Stockholders in the absence of manifest error. Any Form of Election may be changed or revoked prior to the Election Deadline. In the event a Form Record Date and the close of business on the business day Election is revoked prior to the Election Deadline, and the Company Purchaser shall, or shall provide to cause the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any such election shall have been properly made only if to, cause the Exchange Agent shall have actually received a properly completed Election Form by Certificates representing the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates (or customary affidavits and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificate) representing all shares of Company Target Common Stock covered by such Form of Election Formto be promptly returned without charge to the person submitting the Form of Election upon written request to that effect from such person. For purposes hereof, together with duly executed transmittal materials included in the if a Target Stockholder does not submit a Form of Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form, by written notice which is received by the Exchange Agent prior to the Election DeadlineDeadline (including a holder who submits and then revokes his or her Form of Election and does not resubmit a Form of Election which is timely received by the Exchange Agent), or if a Target Stockholder submits a Form of Election without the corresponding Certificates or a Guarantee of Delivery, then such Target Stockholder's shares of Target Common Stock shall be deemed to be Non-Election Shares. In If any Form of Election is defective in any manner that the event an Exchange Agent cannot reasonably determine the election preference of the stockholder submitting such Form of Election, the purported election set forth therein shall be deemed to be of no force and effect and then such Target Stockholder's shares of Target Common Stock shall, for purposes hereof, be deemed to be Non-Election Form is revoked prior to Shares. (c) Within five business days after the Election Deadline, Deadline (the shares of Company Common Stock represented by such Election Form shall become No Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock 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"Measurement Date"), the Exchange Agent shall have reasonable discretion effectuate the allocation among holders of Target Common Stock of rights to determine whether any electionreceive Purchaser Common Shares or cash in the Merger in accordance with the Forms of Election as follows: (i) If the number of Stock Election Shares is less than or equal to 3,846,154 (the "Stock Conversion Number"), revocation or change has been properly or timely made then: (1) all Stock Election Shares will be converted into the right to receive Purchaser Common Shares, (2) the Exchange Agent will select first from among the Non-Election Shares by a random selection process as shall be mutually determined by Purchaser and to disregard immaterial defects Target as shall be further described in the Election FormsForm, then (if necessary) will allocate pro rata from among the Cash Election Shares (provided that each holder of such Cash Election Shares holds 1,000 or more shares of Target Common Stock), and then (if necessary) will allocate pro rata from among the remaining Cash Election Shares, a sufficient number of such shares ("Stock Designated Shares") such that the number of Stock Designated Shares will, when added to the number of Stock Election Shares, equal as closely as practicable the Stock Conversion Number, and all Stock Designated Shares will be converted into the right to receive Purchaser Common Shares, and (3) the Cash Election Shares (subject to the provisions of Sections 2.1(e) and (f) with respect to any good faith decisions Dissenting Shares) and the Non-Election Shares which are not Stock Designated Shares will be converted into the right to receive cash; or (ii) If the number of Stock Election Shares is greater than the Stock Conversion Number, then: (1) the Exchange Agent regarding will allocate pro rata first from among the Stock Election Shares (provided that each holder of such matters shall be binding Stock Election Shares holds less than 1,000 shares of Target Common Stock) and conclusive. None then (if necessary) will allocate pro rata from among the remaining Stock Election Shares, a sufficient number of Parentsuch shares ("Cash Designated Shares") such that when the number of Cash Designated Shares is subtracted from the number of Stock Election Shares, the Company or remaining Stock Election Shares will equal as closely as practicable the Exchange Agent shall Stock Conversion Number and all such remaining Stock Election Shares will be under any obligation converted into the right to notify any Person of any defect in an receive Purchaser Common Shares, and (2) the Cash Election FormShares, Non-Election Shares, and Cash Designated Shares will be converted into the right to receive cash.

Election Procedures. (a) An Holders of shares of Bankshares Common Stock may elect to receive either the Stock Consideration or the Cash Consideration (in either case without interest) in exchange for each share of Bankshares Common Stock owned by them in accordance with the procedures and subject to the limitations set forth in this Section 2.2. Shares of Bankshares Common Stock as to which a Cash Election has been made are referred to herein as “Cash Election Shares.” Shares of Bankshares Common Stock as to which a Stock Election has been made are referred to as “Stock Election Shares.” Shares of Bankshares 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.” (b) ▇▇▇▇▇▇▇ shall prepare a form (the “Election Form”) pursuant to which each holder of Bankshares Common Stock may make an election (“Election”) as to the form of consideration that they desire to receive for their Bankshares Common Stock in the Merger, which shall be, in form and other substance, acceptable to both ▇▇▇▇▇▇▇ and Bankshares. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇ shall mutually determine the timing of the mailing of the Election Form to all Bankshares shareholders so as to permit Bankshares’ shareholders to exercise their right to make their election on or prior to the Election Deadline. “Election Deadline” means the date specified in the Election Form by ▇▇▇▇▇▇▇ (which date shall be mutually agreeable to Bankshares), as the last day on which Election Forms will be accepted; provided, however, that the Election Deadline may not occur on or after the Closing Date. The Election Form and related materials associated with making such Election shall be mailed, together with and on the same date, as the Proxy Statement/Prospectus (as defined herein) is mailed to stockholders of Bankshares (the “Mailing Date”) to each holder of record of Bankshares Common Stock eligible to vote at the Bankshares Stockholders’ Meeting and the Election Form record date will be the same record date as those eligible to vote at the Bankshares Stockholders’ Meeting to approve the Agreement (the “Election Form Record Date”). Such materials associated with the Election Form will include appropriate and customary transmittal materials containing instructions with respect to the surrender of certificates representing shares of Bankshares Common Stock and the receipt of the Merger Consideration contemplated by this Agreement and will require each holder of shares of Bankshares Common Stock to transfer good and marketable title to such shares of Bankshares Common Stock to ▇▇▇▇▇▇▇, free and clear of all liens, claims and encumbrances (and which shall also specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent) ), in such form as Parent shall specify Bankshares and as shall be reasonably acceptable to the Company (the “Election Form”) shall be mailed thirty days prior to the anticipated Closing Date or on such other date as Parent and the Company ▇▇▇▇▇▇▇ shall mutually agree (the “Mailing Date”) to each holder Letter of record of Company Common Stock as of the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record DateTransmittal”). (b) ). Each Election Form shall permit such holder, subject to the holder (or the beneficial owner through appropriate allocation and customary documentation and instructions)election procedures set forth in this Section 2.2, other than any holder of Dissenting Shares, to specify (i) to elect to receive the number Cash Consideration for some or all of the shares of Bankshares Common Stock held by such holder, in accordance with Section 2.1(c)(1), or (ii) to elect to receive the Stock Consideration for some or all of such shares, in accordance with Section 2.1(c)(2). A holder of record of shares of Bankshares Common Stock who holds such holder’s Company shares as nominee, trustee or in another representative capacity (a “Stockholder Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of Bankshares Common Stock held by such Stockholder Representative for a particular beneficial owner. Any shares of Bankshares Common Stock with respect to which such the holder elects thereof shall not, as of the Election Deadline, have made an election by submission to receive the Per Share Common Unit Consideration and (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. Any Shares with respect to which the Exchange Agent has not received of an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the twentieth (20th) day following the Mailing Date (or such other time and date as Parent and the Company shall agree) (the “Election Deadline”) (other than Cancelled Shares or any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall be deemed to be “No Non-Election Shares”. (c) 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. (d) Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates (or customary affidavits and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificate) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form, by written notice received by the Exchange Agent prior to the Election Deadline. 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 No Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock 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, the Exchange Agent 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 decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Certificates 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 thirty days prior to the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) to each Each holder of record of Company shares of NewDominion Common Stock, NewDominion Exercisable Options and NewDominion Restricted Stock as of Awards to be converted into the close of business on right to receive the fifth business day prior Cash Consideration and/or the Stock Consideration in - 18 - accordance with, and subject to, Sections 2.7 and 2.9 (a “Holder”) shall have the right, subject to the Mailing Date 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 2.10 (herein called an “Election Form Record DateElection”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (i) the number of shares of such holder’s Company NewDominion Common Stock owned by such Holder (or subject to such NewDominion Exercisable Options and NewDominion Restricted Stock Awards) with respect to which such holder elects Holder desires to receive the Per Share Common Unit Consideration make a Stock Election and (ii) the number of shares of such holder’s Company NewDominion Common Stock owned by such Holder (or subject to such NewDominion Exercisable Options and NewDominion Restricted Stock Awards) with respect to which such holder elects Holder desires to receive the Per Share make a Cash Consideration. Any Shares with respect Election. (b) Parent shall prepare a form reasonably acceptable to which the Exchange Agent has not received an effectiveNewDominion, properly completed Election Form on or before 5:00 p.m., New York time, on the twentieth (20th) day following the Mailing Date (or including appropriate and customary transmittal materials in such other time and date form as prepared by Parent and the Company shall agree) reasonably acceptable to NewDominion (the “Election DeadlineForm of Election”) (other than Cancelled Shares or any shares of Company Common Stock that constitute Dissenting Shares ), so as of such time) shall be deemed to be “No Election Shares”permit Holders to exercise their right to make an Election. (c) Parent (i) shall initially make available one or more and mail the Form of Election Forms not less than twenty (20) business days prior to the anticipated Election Deadline to Holders of record as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Company Common Stock between the Election Form Record Date and the close of business on the business day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder, holder of NewDominion Exercisable Options or holder of NewDominion Restricted Stock Awards who requests such Form of Election prior to the Election Deadline, . The time period between such mailing date and the Company shall provide Election Deadline is referred to herein as the Exchange Agent all information reasonably necessary for it to perform as specified herein“Election Period”. (d) Any such election Election shall have been made properly made only if the Exchange Agent shall have actually received received, during the Election Period, a Form of Election properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates and signed (or customary affidavits and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificate) representing all shares of Company Common Stock covered by such Election Form, together with including duly executed transmittal materials included in the Form of Election) and accompanied by any Certificates representing all certificated shares to which such Form of Election Formrelates 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. Any Election Form may be revoked or changed As used herein, unless otherwise agreed in advance by the Person submitting such Election Formparties, 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 No Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock 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 ” means 5:00 p.m. local time (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, the Exchange Agent 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 decisions city in which the principal office of the Exchange Agent regarding such matters is located) on the date which the parties shall be binding 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 conclusive. None of Parentat least five (5) business days prior to, the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election FormDeadline.

Election Procedures. Each holder of record of shares of Company Stock to be converted into the right to receive (ax) An the Per Share Cash Amount and the Per Share Contingent Amount, or (y) the Per Share Stock Amount and the Per Share Contingent Amount, in accordance with, and subject to, Sections 2.02(a) and 2.09(a) (a “Holder”), shall have the right, subject to the limitations set forth in this Section 2.09, to submit an election in accordance with the following procedures: (i) Parent shall prepare a form and other reasonably acceptable to the Company, including appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Certificates to the Exchange Agent) material in such form as prepared by Parent shall specify and as shall be reasonably acceptable to the Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election Form”) shall be mailed thirty days prior to the anticipated Closing Date Surrender and Election Deadline. A Form of Election shall be delivered or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) mailed to each holder of record of Company Common Stock as of Holder in accordance with the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”procedures specified in Section 2.09(d)(i)(A). (bii) Each Holder may specify on the Form of Election in accordance with the provisions of this Section 2.09(b) and the instructions on such Form shall permit the holder of Election (or the beneficial owner through appropriate and customary documentation and instructionsherein called an “Election”), other than any holder of Dissenting Shares, to specify (iA) the number of shares of Company Stock owned by such holder’s Company Common Stock Holder with respect to which such holder elects Holder desires to receive the Per Share Common Unit Consideration make a Stock Election and (iiB) the number of shares of Company Stock owned by such holder’s Company Common Stock Holder with respect to which such holder elects Holder desires to receive the Per Share make a Cash ConsiderationElection. Any Shares with respect to which the Exchange Agent has not received Holder who makes an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the twentieth (20th) day following the Mailing Date (or such other time and date as Parent and the Company shall agree) (the “Election Deadline”) (other than Cancelled Shares or any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall be deemed required to be “No Election Shares”waive all appraisal rights in connection with the Outstanding Common Shares subject to such Election. (c) 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. (diii) Any such election Election shall have been made properly made only if the Exchange Agent shall have actually received received, prior to the Surrender and Election Deadline, a completed and duly executed Letter of Transmittal, which shall include a duly executed Lock-Up and Investment Representation Letter and a properly completed Election and duly executed Form by of Election, as specified in Section 2.09(d)(i)(A). (iv) Any Holder may, at any time prior to the Surrender and Election Deadline. An , change or revoke such Holder’s Election Form shall be deemed properly completed only if accompanied by one or more certificates (or customary affidavits and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificate) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form, by written notice received by to the Exchange Agent prior to the Surrender and Election Deadline. In the event an Election Deadline accompanied by a properly completed and duly executed revised Form is revoked of Election, or by written withdrawal prior to the Surrender and Election DeadlineDeadline of such Holder’s Old Certificates (if applicable), the or any documents in respect of shares of Company Common Stock represented by such in book-entry form, previously deposited with the Exchange Agent. After an Election Form shall become No Election Shares and Parent shall cause the certificates representing is validly made with respect to any shares of Company Stock, any subsequent transfer of such shares of Parent Common Company Stock shall automatically revoke such Election. The Exchange Agent shall have reasonable discretion (including taking into account the Simon Stock Consideration Limitation) to be promptly returned without charge to the Person submitting the determine if any 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 not properly made with respect to any or all shares of Company Stock (none of Parent, the Company nor the Exchange Agent being under any duty to notify any Holder of such defect). In the event that the Exchange Agent makes such a determination, such Election shall be deemed to be not in effect, and the shares of Company Stock covered by such Election shall, for purposes hereof, be deemed to be Non-Election Shares, unless a proper Election is thereafter timely made with respect to such shares of Company Stock. (v) Notwithstanding anything to the contrary in this Agreement: (A) any and all Elections made by any Simon Shareholder that would result in the Simon Shareholders (individually or collectively) electing to receive, as Merger Consideration hereunder, an aggregate number of shares of Parent Common Stock. Stock in excess of the number of shares of Parent Common Stock permitted under the Simon Stock Consideration Limitation shall be automatically deemed revoked upon receipt by the Exchange Agent of any such Elections; and (B) 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. (vi) Subject to the terms of this Agreement and the Form of Election, Parent, in the exercise of its reasonable, good faith discretion (including taking into account the Simon Stock Consideration Limitation), shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing (A) the validity of the Forms of Election Form, the Exchange Agent shall have reasonable discretion to determine whether and compliance by any election, revocation or change has been properly or timely made and to disregard immaterial defects in Holder with the Election Formsprocedures set forth herein, and any good faith decisions (B) the method of payment of cash for each share of Company Stock converted into the Exchange Agent regarding such matters shall be binding right to receive the Per Share Cash Amount and conclusive. None cash in lieu of Parent, the Company or the Exchange Agent shall be under any obligation to notify any Person fractional shares of any defect in an Election FormParent Common Stock.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Certificates 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 thirty days prior to the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) to each Each holder of record of Company Common Stock as Shares (other than (x) Company Shares to be cancelled in accordance with Section 2.1(c), (y) any Dissenting Shares and (z) Company Shares owned by any of the close of business on the fifth business day Company Subsidiaries immediately prior to the Mailing Date Effective Time) or Company Preferred Shares (other than Company Preferred Shares for which the holder thereof has elected to receive the liquidation preference plus accrued and unpaid dividends as provided in Section 2.1(b)) issued and outstanding immediately prior to the Election Deadline (a “Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election on or prior to the Election Form Record Date”)Deadline in accordance with the procedures set forth in this Section 2.7. (ba) Each Election Form shall permit Holder may specify in a request made in accordance with the holder provisions of this Section 2.7 (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify an “Election”) (i) the number of shares Company Shares owned or, in the case of Company Preferred Shares, to be owned following the cancellation and conversion provided for in Section 2.1(b)(i), by such holder’s Company Common Stock Holder with respect to which such holder elects Holder desires to receive the Per make a Share Common Unit Consideration and Election, (ii) the number of shares of such holder’s Company Common Stock Shares with respect to which such holder elects Holder desires to receive make a Cash Election and (iii) the Per Share Cash Considerationparticular shares for which the Holder desires to make either such election, and the order in which either such election is to apply to any such shares if the election is subject to proration under Section 2.8. Any Shares Holder who wishes to make an Election shall be required to waive all dissenters’ rights in connection 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 twentieth making such Election. (20thb) day following the Mailing Date (or such other time and date as Parent and the The Company shall agree) prepare a form reasonably acceptable to Parent (the “Form of Election”), which shall be mailed by the Company to Holders so as to permit such Holders to exercise their right to make an Election prior to the Election Deadline”) (other than Cancelled Shares or any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall be deemed to be “No Election Shares”. (c) Parent The Company shall mail or cause to be mailed or delivered, as applicable, the Form of Election to Holders as of the record date for the Company Special Meeting not less than twenty (20) business days prior to the anticipated Election Deadline. The Company shall make available one or more Forms of Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Holders during the period following the record date for the Company Common Stock between the Election Form Record Date Special Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any such election Election shall have been made properly made only if the Exchange Agent shall have actually received a properly completed Election Form received, by the Election Deadline. An , a Form of Election Form shall be deemed properly completed only if and signed and accompanied by one or more certificates (or customary affidavits andi) the Certificates, if required by Parentany, to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the posting by such Person books of a bondthe Company, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificateand (ii) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Formcase of Book-Entry Shares, any additional documents specified in the procedures set forth in the Form of Election. Any Election Form may be revoked or changed by the Person submitting such Election FormAs used herein, 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 No Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock 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 ” means 5:00 p.m. local time (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, the Exchange Agent 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 decisions city in which the principal office of the Exchange Agent regarding such matters shall be binding is located) on the date of the Company Special Meeting, unless otherwise agreed in advance by the Company and conclusive. None of Parent, in which event the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an reasonably promptly announce such rescheduled Election FormDeadline.

Election Procedures. Except for the Specified Company Stockholders, each holder of record of shares of Company Common Stock and Company Common Stock Equivalents, in each case, to be converted into the right to receive the Merger Consideration in accordance with, and subject to, Section 3.1 and this Section 3.2 (aa “Holder”) An shall have the right, subject to the limitations set forth in this Article III, to submit an election in accordance with the following procedures: (i) Each Holder may specify in a request made in accordance with the provisions of this Section 3.2(b) (herein called an “Election”) (A) the number of shares of Company Common Stock and Company Common Stock Equivalents held by such Holder with respect to which such Holder desires to make a Stock Election and (B) the number of shares of Company Common Stock and Company Common Stock Equivalents held by such Holder with respect to which such Holder desires to make a Cash Election. (ii) Parent shall prepare a form and other reasonably acceptable to the Company, including appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Certificates to the Exchange Agent) in such form as prepared by Parent shall specify and as shall be reasonably acceptable to the Company (the “Election FormForm of Election”), so as to permit Holders to exercise their right to make an Election. (iii) Parent and the Company (A) shall be mailed thirty initially make available and mail the Form of Election not less than 20 business days prior to the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) Election Deadline to each holder of record of Company Common Stock Holders as of the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions)such mailing date, other than any holder of Dissenting Shares, to specify (i) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Common Unit Consideration and (iiB) the number of shares of following such holder’s Company Common Stock with respect mailing date, shall use all reasonable efforts to which such holder elects to receive the Per Share Cash Consideration. Any Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the twentieth (20th) day following the Mailing Date (or such other time and date as Parent and the Company shall agree) (the “Election Deadline”) (other than Cancelled Shares or any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall be deemed to be “No Election Shares”. (c) Parent shall make available one or more as promptly as possible a Form of Election Forms as may reasonably be requested from time to time by all Persons any Holder who become holders (or beneficial owners) requests such Form 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.” (div) Any such election Election shall have been made properly made only if the Exchange Agent shall have actually received received, during the Election Period, a Form of Election properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates and executed (or customary affidavits and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificate) representing all shares of Company Common Stock covered by such Election Form, together with including duly executed transmittal materials included in the Election FormForm of Election). 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 that is five business days prior to Parent’s good faith estimate of the Closing Date or such other date as may be mutually agreed to by the Parties. 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 three business days 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 No Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock 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, the Exchange Agent 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 decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. Each record holder (aas of the record date determined by Lexington) of shares of Lexington Common Stock shall have the right to elect in writing to have all of his shares of Lexington Common Stock converted into cash or Buyer Common Stock, as the case may be, subject to Section 2.1(j), in accordance with the following procedures: (1) At least thirty days prior to the Closing Date, a letter of transmittal and election statement (an "Election Statement") providing for the right to elect to receive cash or Buyer Common Stock and for the tender to the Exchange Agent of the Certificates representing Lexington Common Stock shall be mailed to all record holders of Lexington Common Stock at their respective addresses shown in Lexington's stock transfer records. (2) Any record holder of Lexington Common Stock may specify, in an Election Statement meeting the requirements of this Section 2.1(i), that, as to all shares of Lexington Common Stock covered by such Election Statement: (A) all such shares shall be converted into Cash Consideration and Share Consideration in the proportions set forth in Section 2.1(a); provided, however, that such election shall be subject to a determination by Buyer in certain events under Section 2.1(b) to convert to cash a portion of the Merger Consideration that would otherwise be Buyer Common Stock; or (B) the Cash Consideration payable for all such shares be converted to shares of Buyer Common Stock, in which case such holder shall receive no cash and shall receive additional shares of Buyer Common Stock equal to .50 multiplied by the Share Consideration for each issued and outstanding share of Lexington Common Stock held; provided, however, that such election shall be subject to a determination by Buyer in certain events under Section 2.1(b) to convert to cash a portion of the Merger Consideration that would otherwise be Buyer Common Stock; or (C) the Share Consideration payable for all such shares be converted into cash, in which case such holder shall receive no Share Consideration and shall receive additional cash equal to the Share Consideration multiplied by Buyer's Average Share Price. (3) Notwithstanding anything to the contrary set forth above: (A) Any record holder of Lexington Common Stock who is holding such shares for a beneficial owner or as a nominee for one or more beneficial owners may submit an Election Statement on behalf of any such beneficial owner. Any beneficial owner of Lexington Common Stock on whose behalf a record owner of Lexington Common Stock has submitted an Election Statement in accordance with this Section 2.1(i) will be considered a separate holder of Lexington Common Stock for purposes of this Agreement. (B) Any holder of Lexington Common Stock who may be considered, by reason of the ownership attribution rules contained in Section 318 of the Internal Revenue Code of 1986, as amended, to own constructively shares of Lexington Common Stock in addition to those actually owned by such holder may submit an Election Statement jointly with one or more of such persons whose shares of Lexington Common Stock such holder may be considered to own constructively, and any such joint Election Statement shall for purposes of this Section 2.1(i) be considered to be a single Election Statement. (4) An election form Election Statement will be effective only if a properly completed and other appropriate and customary transmittal materials signed copy thereof, accompanied by Certificates for the shares of Lexington Common Stock which such Election Statement covers, shall have been actually received by the Exchange Agent no later than one business day before the day of the meeting of the Lexington stockholders to vote upon this agreement (which shall specify that delivery such day being referred to herein as the "Election Deadline"). Delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock Certificate shall pass, only upon proper delivery of an Election Statement which meets the requirements of this Section 2.1(i) is hereinafter referred to as an "Effective Election Statement." (5) Any record holder of Lexington Common Stock who has submitted an Effective Election Statement may at any time until the Election Deadline amend such Certificates to Election Statement if the Exchange Agent) in such form as Parent shall specify Agent actually receives, no later than the Election Deadline, a later dated, properly completed and as shall be reasonably acceptable to the Company (the “signed amended Effective Election Form”) shall be mailed thirty days prior to the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) to each holder of record of Company Common Stock as of the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”)Statement. (b6) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any Any record holder of Dissenting Shares, to specify (i) the number of shares of such holder’s Company Lexington Common Stock with respect to which such holder elects to receive the Per Share Common Unit Consideration and (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. Any Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the twentieth (20th) day following the Mailing Date (or such other may at any time and date as Parent and the Company shall agree) (the “Election Deadline”) (other than Cancelled Shares or any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall be deemed to be “No Election Shares”. (c) 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, Deadline revoke his Election Statement and the Company shall provide to the Exchange Agent all information reasonably necessary withdraw certificates for it to perform as specified herein. (d) Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates (or customary affidavits and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificate) representing all shares of Company Lexington 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, deposited therewith by written notice actually received by the Exchange Agent prior to no later than the Election Deadline. In Any Election Statement relating to shares of Lexington Common Stock which are or become Dissenting Shares (as defined in Section 2.1(k) hereof) shall be deemed automatically revoked. Any notice of withdrawal shall be effective only if it is properly executed and specifies the event an Election Form is revoked prior to the Election Deadline, record holder of the shares of Company Common Stock represented by such Election Form shall become No Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock to be promptly returned without charge withdrawn and the Certificate numbers shown on the Certificates representing the shares to be withdrawn. (7) Lexington and Buyer shall have the Person submitting the Election Form upon written request right to that effect from the holder who submitted the Election Formmake rules, 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, governing the form, terms and conditions of the Election FormStatements, the validity and effectiveness of Election Statements and the manner and extent to which they are to be taken into account in making the determinations prescribed by Section 2.1(k) hereof. In the event this Agreement is terminated, the Exchange Agent shall have reasonable discretion promptly return any Certificates received 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 decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Formrespective record holders.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent) in such form as Parent shall specify a bank or 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 thirty days no later than fifteen (15) Business Days prior to the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree Election Deadline (the “Mailing Date”) to each holder of record of Company Common Stock as of the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”). (b) 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 instructions), other than any holder of Dissenting Shares, documentation) to specify (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 that, notwithstanding any other provision of this Agreement, 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 (as defined in Section 9.2(a)) 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 a Stock Election has been made is referred to receive herein as the Per Share Common Unit Consideration and “Stock Election Number.” (iib) 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. Any Shares with respect to which the Exchange Agent has not received an To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City time, on a date no later than the twentieth 5th Business Day prior to the Closing Date to be mutually agreed upon by the parties (20th) day following the Mailing Date (or which date shall be publicly announced by Buyer as soon as practicable prior to such other time and date as Parent and the Company shall agreedate) (the “Election Deadline”) (other than Cancelled Shares ), accompanied by the Certificates as to which such Election Form is being made or any shares by an appropriate guarantee of Company Common Stock that constitute Dissenting Shares as delivery of such time) shall be deemed to be “No Election Shares”. (c) 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. (d) Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates (or customary affidavits and, if time required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect guarantee of delivery; failure to such certificate) 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 holder shall be designated Non-Election Form Shares. In addition, all Election Forms shall become No Election Shares automatically be revoked, and Parent shall cause all Certificates returned, if the certificates representing such shares of Parent Common Stock to be promptly returned without charge to Exchange Agent is notified in writing by Buyer and the Person submitting the Election Form upon written request to Company 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, the Exchange Agent 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 any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company or Neither Buyer nor the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. (c) The allocation among the holders of shares of Company Common Stock of rights to receive the Cash Consideration and the Stock Consideration will be made as follows: (i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and, subject to Section 2.3 hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in 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 2.3 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such 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 2.3 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.

Election Procedures. Each holder of record of shares of Company Common Stock to be converted into the right to receive the Merger Consideration in accordance with, and subject to, Section 2.1(b) and Section 2.2(a) (aa “Holder”) An shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (i) Each Holder may specify in a request made in accordance with the provisions of this Section 2.2(b) (herein called an “Election”) (A) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and (B) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (ii) Parent shall prepare a form and other reasonably acceptable to the Company, including appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Certificates to the Exchange Agent) in such form as prepared by Parent shall specify and as shall be reasonably acceptable to the Company (the “Election FormForm of Election”), so as to permit Holders to exercise their right to make an Election. (iii) Parent (A) shall be mailed thirty days initially make available and mail the Form of Election not less than 20 Business Days prior to the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) Election Deadline to each holder Holders of record of Company Common Stock as of the close of business on the fifth business day Business Day prior to the Mailing Date (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions)such mailing date, other than any holder of Dissenting Shares, to specify (i) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Common Unit Consideration and (iiB) the number of shares of following such holder’s Company Common Stock with respect mailing date, shall use all reasonable efforts to which such holder elects to receive the Per Share Cash Consideration. Any Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the twentieth (20th) day following the Mailing Date (or such other time and date as Parent and the Company shall agree) (the “Election Deadline”) (other than Cancelled Shares or any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall be deemed to be “No Election Shares”. (c) Parent shall make available one or more as promptly as possible a Form of Election Forms as may reasonably be requested from time to time by all Persons any stockholder who become holders (or beneficial owners) requests such Form 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”. (div) Any such election Election shall have been made properly made only if the Exchange Agent shall have actually received received, during the Election Period, a Form of Election properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates and executed (or customary affidavits and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificate) representing all shares of Company Common Stock covered by such Election Form, together with including duly executed transmittal materials included in the Form of Election) and accompanied by any Certificates representing all certificated shares to which such Form of Election Formrelates 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. Any Election Form may be revoked or changed As used herein, unless otherwise agreed in advance 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 No Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock 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, the Exchange Agent 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 decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form.Parties,

Election Procedures. (a) 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 the certificates theretofore representing record of shares of Company Common Stock shall pass, only upon proper delivery of such Certificates to the Exchange Agent) in such form as Parent shall specify (other than any Cancelled Shares and as shall be reasonably acceptable to the Company (the “Election Form”) shall be mailed thirty days prior to the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) to each holder of record any shares of Company Common Stock as held by any of the close of business Company’s Subsidiaries) (each, a “Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election on the fifth business day or prior to the Mailing Date (Election Deadline in accordance with the “Election Form Record Date”)procedures set forth in this Section 2.7. (ba) Each Election Form shall permit Holder may specify in a request made in accordance with the holder provisions of this Section 2.7 (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify an “Election”) (i) the number of shares of Company Common Stock owned by such holder’s Holder with respect to which such Holder desires to make a Share Election, (ii) the number of such shares of Company Common Stock with respect to which such holder elects Holder desires to receive the Per Share Common Unit Consideration make a Cash Election and (iiiii) the number particular shares for which the Holder desires to make either such election, and the order in which either such election is to apply to any such shares if the election is subject to proration under Section 2.8. Any share of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Cash Consideration. Any Shares with respect to which the Exchange Agent has not received an effective, properly completed Form of Election Form on or before 5:00 p.m., New York time, on the twentieth (20th) day following the Mailing Date (or such other time and date as Parent and the Company shall agree) (the “Election Deadline”) (other than Cancelled Shares or any shares of Company Common Stock that constitute Dissenting Shares as of such time) Deadline shall be deemed to be Share Electing Shares. (b) The Company shall prepare a form reasonably acceptable to IAC (the “No Form of Election”), which shall be mailed by the Company to Holders so as to permit such Holders to exercise their right to make an Election Shares”prior to the Election Deadline. (c) Parent The Company shall mail or cause to be mailed or delivered, as applicable, the Form of Election to Holders as of the record date for the Company Stockholders’ Meeting not less than twenty (20) Business Days prior to the anticipated Election Deadline. The Company shall make available one or more Forms of Election Forms as may reasonably be requested from time to time by all Persons persons who become holders (or beneficial owners) of Holders during the period following the record date for the Company Common Stock between the Election Form Record Date Special Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any such election Election shall have been made properly made only if the Exchange Agent shall have actually received a properly completed Election Form received, by the Election Deadline. An , a Form of Election Form shall be deemed properly completed only if and signed and accompanied by one or more certificates (or customary affidavits andi) the Certificates, if required by Parentany, to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the posting by such Person books of a bondthe Company, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificateand (ii) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Formcase of Book-Entry Shares, any additional documents specified in the procedures set forth in the Form of Election. Any Election Form may be revoked or changed by the Person submitting such Election FormAs used herein, 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 No Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock 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 ” means 5:00 p.m. local time (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, the Exchange Agent 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 decisions city in which the principal office of the Exchange Agent regarding such matters shall be binding and conclusive. None is located) on the date of Parent, the Company or Stockholders’ Meeting, unless otherwise agreed in advance by the Exchange Agent Company and IAC, in which event the Company shall be under any obligation to notify any Person of any defect in an reasonably promptly announce such rescheduled Election FormDeadline.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates Certificates or Book Entry Shares theretofore representing shares of Company Common Stock or shares of Company Preferred Stock shall pass, only upon proper delivery surrender or transfer of such Certificates or Book Entry Shares, as the case may be, to the Exchange Agent) in such form and having such provisions as Parent shall may reasonably specify and as shall be reasonably acceptable to the Company (the “Election Form”) shall be mailed thirty days prior to together with the anticipated Closing Date Proxy Statement or on at such other date time as Parent and the Company shall mutually and Parent may agree (the “Mailing Date”) to each holder of record of Company Common Stock or Company Preferred Stock as of the close record date for notice of business on the fifth business day prior to the Mailing Date Company Special Meeting (the “Election Form Record Date”). (b) Each Election Form submitted with respect to shares of Company Common Stock shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (i) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Stock Consideration (“Stock Election Common Unit Consideration and Shares”), (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 ConsiderationConsideration (“Cash Election Common Shares”) or (iii) that such holder makes no election with respect to such holder’s Company Common Stock (“No Election Common Shares”). Each Election Form submitted with respect to shares of Company Preferred Stock shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (i) the number of shares of such holder’s Company Preferred Stock with respect to which such holder elects to receive the As-Converted Per Share Stock Consideration (“Stock Election Preferred Shares”), (ii) the number of shares of such holder’s Company Preferred Stock with respect to which such holder elects to receive the As-Converted Per Share Cash Consideration (“Cash Election Preferred Shares”) or (iii) that such holder makes no election with respect to such holder’s Company Preferred Stock (“No Election Preferred Shares”). The Cash Election Common Shares and Cash Election Preferred Shares are referred to collectively herein as the “Cash Election Shares.” The Stock Election Common Shares and the Stock Election Preferred Shares are referred to collectively herein as the “Stock Election Shares.” The No Election Common Shares and No Election Preferred Shares are referred to collectively herein as the “No Election Shares.” Any Shares Company Common Stock and any Company Preferred 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 twentieth (20th) 33rd day following the Mailing Date (or such other time and date as Parent and the Company and Parent shall agree) (the “Election Deadline”) (other than Cancelled Shares or any shares of Company Common Stock or Company Preferred Stock that constitute Dissenting Shares as of such time) shall also be deemed to be “No Election Common Shares or No Election Preferred Shares”, as the case may be. (c) 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 or Company Preferred 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. (d) Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An With respect to shares of Company Common Stock or Company Preferred Stock represented by a Certificate, an Election Form shall be deemed properly completed only if accompanied by one or more certificates such Certificate (or customary affidavits and, if required by Parent, and indemnification regarding the posting by loss or destruction of such Person Certificate or the guaranteed delivery of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificate) representing all shares of Company Common Stock covered by such Election FormCertificate), 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 Form prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company Common Stock or Company Preferred Stock represented by such Election Form shall become No Election Shares Shares, and Parent shall cause the certificates Certificates, if any, representing such shares of Parent Company Common Stock or Company Preferred Stock 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 or Company Preferred Stock. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of the Company, Parent, the Company Merger Sub or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. (e) Within ten Business Days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon after the Effective Time as practicable (and in no event more than ten Business Days after the Effective Time), Parent shall cause the Exchange Agent to effect the allocation among the holders of Company Common Stock and Company Preferred Stock of rights to receive Parent Common Shares or cash in the Merger in accordance with the Election Forms as follows:

Election Procedures. Each holder of record of shares of FNB Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this ARTICLE II, to submit an election in accordance with the following procedures: (a) An election form Each Holder may specify in a request made in accordance with the provisions of this Section 2.06 (each, an “Election”) (i) the number of shares of FNB Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and other (ii) the number of shares of FNB Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (b) As promptly as practicable after the FNB Meeting, assuming the Requisite FNB Shareholder Approval is obtained, but in any event no later than ten (10) Business Days prior to the Effective Time, and provided that FNB has delivered, or caused to be delivered, to the Exchange Agent all information that is necessary for the Exchange Agent to perform its obligations as specified herein, the Exchange Agent in accordance with the Exchange Agent Agreement shall mail or otherwise cause to be delivered to each holder of record of a Certificate or Certificates who has not previously surrendered such Certificate or Certificates an Election Form and Letter of Transmittal, as hereinafter defined, to include or be accompanied by appropriate and customary transmittal materials (materials, which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock Certificates shall pass, only upon proper delivery of such the Certificates to the Exchange Agent) , as well as instructions for use in such form effecting the surrender of the Certificates in exchange for the Merger Consideration as Parent shall specify provided for in this Agreement (collectively, the “Election Form and as shall be reasonably acceptable to the Company (the Letter of Transmittal” or “Election Form”) ). The form of Election Form and Letter of Transmittal shall be mailed thirty days prior agreed to between FNB and Buyer not later than the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) to each holder time of record of Company Common Stock as filing of the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”). (b) Registration Statement. Each Election Form and Letter of Transmittal 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 Dissenting Shareselection procedures set forth in this Section 2.06, to specify (i) elect to receive the Cash Consideration for all of the shares of FNB Common Stock held by such Holder in accordance with Section 2.01(c), (ii) elect to receive the Stock Consideration for all of such shares in accordance with Section 2.01(c), (iii) elect to receive the Stock Consideration for a specified number of whole shares of such holderHolder’s Company FNB Common Stock and the Cash Consideration for the remaining number of whole shares of such Holder’s FNB Common Stock or (iv) indicate that such Holder has no preference as to the receipt of cash or Buyer Common Stock for such shares (a “Non-Election”). 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 FNB Common Stock held by such Representative for a particular beneficial owner. Any shares of FNB Common Stock with respect to which such holder elects the Holder thereof has not, as of the Election Deadline, made an election by submission to receive the Per Share Common Unit Consideration and (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. Any Shares with respect to which the Exchange Agent has not received of an effective, properly completed Election Form on shall be deemed Non-Election Shares. (c) Notwithstanding any other provision in this Agreement to the contrary, a Holder who (i) makes a Stock Election that would result in such Holder receiving less than ten (10) whole shares of Buyer Common Stock, or before (ii) would otherwise be allocated Stock Consideration consisting of less than ten (10) whole shares of Buyer Common Stock under this Section 2.06 as a result of a Non-Election or deemed Non-Election or (iii) would otherwise be allocated Stock Consideration consisting of less than ten (10) whole shares of Buyer Common Stock pursuant to the allocation and pro-ration provisions of Section 2.02, shall instead in any such case of (i), (ii) or (iii) above, be allocated Cash Consideration in respect of such shares of FNB Common Stock as if such Holder had made a valid Election to receive Cash Consideration in respect of such shares of FNB Common Stock. (d) To be effective, a properly completed Election Form, accompanied by the Certificate(s) to which such Election Form relates, shall be submitted to the Exchange Agent no later than 5:00 p.m., New York Central time, on the twentieth date that Buyer and FNB agree is as near as practicable to five (20th5) day following Business Days before the Mailing Date anticipated Effective Time (or such other time and date as Parent Buyer and FNB may mutually agree, and as to be set forth in the Company shall agreeElection Form) (the “Election Deadline”) (other than Cancelled Shares or any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall be deemed to be “No Election Shares”. (c) 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 ). FNB shall provide to the Exchange Agent all information reasonably necessary for it to perform the duties as specified herein. (d) Any such election . An Election shall be deemed to have been properly made only if the Exchange Agent shall have actually duly received a properly completed Election Form, accompanied by the Certificate(s) to which such Election Form relates, by the Election Deadline. An , unless a Holder elects to make delivery of the Certificate(s) pursuant to a guarantee of delivery as provided in the Election Form, in which case a properly completed Election Form shall be deemed properly completed only if accompanied by one or more certificates (or customary affidavits and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect delivered to such certificate) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form, by written notice and received by the Exchange Agent prior by the Election Deadline, and the Certificates(s) shall be delivered pursuant to the guarantee of delivery as provided in the Election Form no later than two (2) Business Days after the Election Deadline. In the event an If a Holder either (i) does not submit a properly completed Election Form is revoked prior to and the Certificate(s) in a timely fashion or (ii) revokes his, her or its Election Form before the Election Deadline (without later submitting a properly completed Election Form before the Election Deadline), the shares of Company FNB Common Stock represented held by such Holder shall be designated as Non-Election Form shall become No Shares. Any Holder may revoke or change his, her or its Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock to be promptly returned without charge by written notice to the Person submitting Exchange Agent only if such notice of revocation or change is duly received by the Exchange Agent before 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 StockDeadline. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion sole authority to determine when any Election, modification or revocation is received and whether any electionsuch Election, modification or revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Formmade.

Election Procedures. Unless, prior to the Effective Time, Tendered Shares constitute at least 40% of all outstanding shares of Green Common Stock and Green ESOP Preferred Stock (in which case each share of Green Common Stock (including shares of Green Common Stock into which the shares of Green ESOP Preferred Stock shall have been converted) shall be converted in the Merger into White Common Stock as provided in Section 2.3(b) hereof), each holder of shares of Green Common Stock (other than holders of shares of Green Common Stock to be canceled as set forth in Section 2.1(c)) and Green ESOP Preferred Stock shall have the right to submit a request specifying the number of shares that such holder desires to have converted into shares of White Common Stock in the Merger, and the number of shares that such holder desires to have converted into the right to receive $92.50, per share, without interest (the "Per Share Cash Consideration"), in the Merger in accordance with the following procedures: (a) 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 the certificates theretofore representing shares of Company Green Common Stock shall pass, only upon proper delivery and Green ESOP Preferred Stock may specify in a request made in accordance with the provisions of such Certificates to the Exchange Agent) in such form as Parent shall specify and as shall be reasonably acceptable to the Company this Section 2.2 (the “Election Form”) shall be mailed thirty days prior to the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) to each holder of record of Company Common Stock as of the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”herein called an "Election"). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (i) the number of shares owned by such holder that such holder desires to have converted into shares of such holder’s Company White Common Stock with respect to which such holder elects to receive in the Per Share Common Unit Consideration Merger (a "Stock Election") and (ii) the number of shares of such holder’s Company Common Stock with respect to which owned by such holder elects that such holder desires to have converted into the right to receive the Per Share Cash Consideration. Any Shares with respect Consideration in the Merger (a "Cash Election"). (b) White shall prepare a form reasonably acceptable 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 twentieth (20th) day following the Mailing Date (or such other time and date as Parent and the Company shall agree) Green (the “"Form of Election") which shall be mailed to Green's shareholders in accordance with this Section 2.2 so as to permit Green's shareholders to exercise their right to make an Election prior to the Election Deadline”) (other than Cancelled Shares or any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall be deemed to be “No Election Shares”. (c) Parent White shall use reasonable efforts to make the Form of Election available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) shareholders of Company Common Stock between the Election Form Record Date and the close of Green at least ten business on the business day days prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any such election Election shall have been made properly made only if the person authorized to receive Elections and to act as exchange agent under this Agreement (the "Exchange Agent") shall have received, by 5:00 p.m. local time in the city in which the principal office of such Exchange Agent shall have actually received a properly completed Election Form by is located, on the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates (or customary affidavits and, if required by Parent, the posting by such Person date of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificate) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form, by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Election Form is revoked prior to 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 guarantee of delivery of such Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or of the shares National Association of Company Common Stock represented by Securities Dealers, Inc. or a commercial bank or trust company in the United States provided such Election Form shall become No Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock to be promptly returned without charge Certificates are in fact delivered 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, the Exchange Agent 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 decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form.Agent

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Certificates 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 thirty days prior to the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) to each Each holder of record of Company Common shares of KBC Stock as of to be converted into the close of business on right to receive the fifth business day prior Merger Consideration in accordance with, and subject to, Sections 1.05 and 1.07 (a “Holder”) shall have the right, subject to the Mailing Date (limitations set forth in this Article I, to submit an election in accordance with the “Election Form Record Date”).following procedures: (ba) Each Election Form shall permit Holder may specify in a request made in accordance with the holder provisions of this Section 1.08 (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify herein called an “Election”) (i) the number of shares of KBC Stock owned by such holder’s Company Common Stock Holder with respect to which such holder elects Holder desires to receive the Per Share Common Unit Consideration make a Stock Election and (ii) the number of shares of KBC Stock owned by such holder’s Company Common Stock Holder with respect to which such holder elects Holder desires to receive the Per Share make a Cash Consideration. Any Shares with respect Election. (b) EQBK shall prepare a form reasonably acceptable to which the Exchange Agent has not received an effectiveKBC, properly completed Election Form on or before 5:00 p.m., New York time, on the twentieth (20th) day following the Mailing Date (or including appropriate and customary transmittal materials in such other time form as prepared by EQBK and date as Parent and the Company shall agree) reasonably acceptable to KBC (the “Election DeadlineForm of Election”) (other than Cancelled Shares or any shares of Company Common Stock that constitute Dissenting Shares ), so as of such time) shall be deemed to be “No Election Shares”permit Holders to exercise their right to make an Election. (c) Parent EQBK (i) shall initially make available one or more and mail the Form of Election Forms not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as may reasonably be requested from time of the Business Day prior to time by such mailing date, and (ii) following such mailing date, shall use all Persons reasonable efforts to make available as promptly as possible a Form of Election to any stockholder who become holders (or beneficial owners) requests such Form 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”. (d) Any such election Election shall have been made properly made only if the Exchange Agent shall have actually received received, during the Election Period, a Form of Election properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates and signed (or customary affidavits and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificate) representing all shares of Company Common Stock covered by such Election Form, together with including duly executed transmittal materials included in the Form of Election) and accompanied by any certificates representing shares of KBC Stock (each, a “Certificate”, it being understood that any reference herein to “Certificate” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of KBC Stock) to which such Form of Election Formrelates or by an appropriate customary guarantee of delivery of such Certificates, as set forth in such Form of Election, from 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 Election Formparties, 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 No Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock 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 ” means 5:00 p.m. local time (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, the Exchange Agent 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 decisions city in which the principal office of the Exchange Agent regarding such matters is located) on the date which the parties shall be binding and conclusive. None of Parent, agree is as near as practicable to two (2) Business Days preceding the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election FormClosing Date.

Election Procedures. (a) 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 the certificates theretofore representing record of shares of Company Common Stock shall pass, only upon proper delivery of such Certificates issued and outstanding immediately prior to the Exchange Agent) in such form as Parent shall specify Effective Time, and as shall be reasonably acceptable to (each holder of Company Restricted Shares (any of the Company (the foregoing, a “Election FormHolder”) shall be mailed thirty days have the right, subject to the limitations set forth in this Article III, to submit an election on or prior to the anticipated Closing Date or on such other date as Parent and Election Deadline in accordance with the Company shall mutually agree following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.3 (herein called an “Mailing DateElection”) to each holder of record of Company Common Stock as of the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (i) the number of 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 Common Unit Consideration make a Stock Election and (ii) 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 make a Cash Consideration. Any Shares with respect Election. (b) Parent shall prepare a form reasonably acceptable 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 twentieth (20th) day following the Mailing Date (or such other time and date as Parent and the Company shall agree) (the “Election DeadlineForm of Election”) (other than Cancelled Shares or any shares ), which shall be mailed by the Company to record holders of Company Common Stock that constitute Dissenting and delivered to holders of Company Restricted Shares so as of such time) shall be deemed to be “No permit those Holders to exercise their right to make an Election Shares”prior to the Election Deadline. (c) The Company shall mail or cause to be mailed or delivered, as applicable, the Form of Election to record holders of Common Stock and holders of Company Restricted Shares as of the record date for the Company Stockholder Meeting not less than twenty (20) Business Days prior to the anticipated Election Deadline (the “Mailing Date”). Parent shall make available one or more Forms of Election Forms as may reasonably be requested from time to time by all Persons persons who become holders (or beneficial owners) of record of Company Common Stock between during the Election Form Record Date period following the record date for the Company Stockholder Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Prior to the Mailing Date, Parent shall appoint an exchange agent, which shall be a bank or trust company reasonably acceptable to the Company (the “Exchange Agent”), for the purpose of receiving Elections and exchanging shares of Company Common Stock represented by Certificates for Merger Consideration, pursuant to an exchange agent agreement entered into prior to the Mailing Date (the “Exchange Agent Agreement”). Any such election Election shall have been made properly made only if the Exchange Agent shall have actually received a properly completed Election Form received, by the Election Deadline. An , a Form of Election Form shall be deemed properly completed only if and signed and accompanied by one or more certificates (or customary affidavits and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificate) Certificates representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form, 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 to which such Form of Election Form shall become No Election Shares and Parent shall cause relates, duly endorsed in blank or otherwise in form acceptable for transfer on the certificates representing such shares of Parent Common Stock 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 books of the Election Form, the Exchange Agent 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 decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form.or

Election Procedures. (a) 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 the certificates theretofore representing record of shares of Company Common Stock shall pass, only upon proper delivery of such Certificates to the Exchange Agent) in such form as Parent shall specify and as shall be reasonably acceptable to the Company (the “Election FormHolder”) shall be mailed thirty days prior have the right, subject to the anticipated Closing Date or on such other date as Parent and limitations set forth in this Article II, to submit an election in accordance with the Company shall mutually agree following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.1 (herein called an “Mailing DateElection”) to each holder of record of Company Common Stock as of the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (i) the number of 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 Common Unit Consideration make a Stock Election and (ii) 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 make a Cash Consideration. Any Shares with respect Election. (b) Parent shall prepare a form reasonably acceptable 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 twentieth (20th) day following the Mailing Date (or such other time and date as Parent and the Company shall agree) (the “Election DeadlineForm of Election”) (other than Cancelled Shares or any shares which shall be mailed to record holders of Company Common Stock that constitute Dissenting Shares so as of such time) shall be deemed to be “No permit those holders to exercise their right to make an Election Shares”prior to the Election Deadline. (c) Parent shall cause the Form of Election to be sent to holders of record not less than twenty (20) business days prior to the anticipated Election Deadline and shall use all reasonable efforts to make available one or more as promptly as possible a Form of Election to any shareholder of the Company who requests such Form of Election following the initial mailing of the Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of 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. (d) Any such election Election shall have been made properly made only if the Person authorized to receive Elections and to act as exchange agent under this Agreement, which Person shall be selected by Parent and reasonably acceptable to the 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 have actually received a properly completed Election Form received, by the Election Deadline. An , a Form of Election Form shall be deemed properly completed only if and signed and accompanied by one Certificates to which such Form of Election relates or more certificates (or by an appropriate customary affidavits andguarantee of delivery of such Certificates, if required by Parent, the posting by such Person of a bond, as set forth in such reasonable amount as Parent may directForm of Election, as indemnity against from a member of any claim registered national securities exchange or a commercial bank or trust company in the United States; provided that may be made against it with respect such Certificates are in fact delivered to the Exchange Agent by the time required in such certificate) representing all guarantee of delivery. Failure to deliver shares of Company Common Stock covered by such Election Forma guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, together with duly executed transmittal materials included unless otherwise determined by Parent, in the Election Formits sole discretion. 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 For shares of Company Common Stock represented held in book entry form, Parent shall establish procedures for delivery of such shares, which procedures shall be reasonably acceptable to the Company. In the event that a shareholder of the Company has provided a notice of intent to demand payment (a “Notice of Dissenter’s Intent”) pursuant to Section 13.21 of the VBCA, any Election submitted by such Election Form shall become No Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock shareholder prior 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 submission of such shares Notice of Company Common Stock. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent Dissenter’s Intent 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 Formsbe deemed withdrawn, and any good faith decisions Election submitted by such shareholder after submission of such Notice of Dissenter’s Intent (unless such Notice of Dissenter’s Intent shall have theretofore been withdrawn) shall be deemed invalid. (e) As used herein, unless otherwise agreed by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent regarding such matters shall be binding and conclusive. None is located) on the later of Parent, (1) the date of the meeting of the Company or shareholders pursuant to Section 6.3 and (2) the Exchange Agent date that Parent and the Company shall be under any obligation agree is as near as practicable to notify any Person five (5) business days prior to the expected Closing Date. Parent shall issue a press release informing the Company’s shareholders of any defect in an the Election FormDeadline as promptly as practicable following the determination thereof.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Certificates 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 thirty days prior to the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) to each Each holder of record of Company shares of Bank Common Stock as of and Series A Preferred Stock (each, a “Holder”) shall have the close of business on the fifth business day prior right, subject to the Mailing Date (limitations set forth in this Article II, to submit an election in accordance with the “Election Form Record Date”).following procedures: (ba) Each Election Form shall permit Holder may specify in a request made in accordance with the holder provisions of this Section 2.1 (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify herein called an “Election”) (iw) the number of shares of such holder’s Company Bank Common Stock owned by such Holder with respect to which such holder elects Holder desires to receive the Per Share Common Unit Consideration and make a Stock Election, (iix) the number of shares of such holder’s Company Bank Common Stock owned by such Holder with respect to which such holder elects Holder desires to receive make a Cash Election, (y) the Per Share Cash Consideration. Any Shares number of shares of Series A Preferred Stock owned by such Holder with respect to which such Holder desires to make a Stock Election, and (z) the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the twentieth number of shares of Series A Preferred Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (20thb) day following the Mailing Date (or such other time and date as Parent and the Company Purchaser shall agree) prepare a form (the “Form of Election”), which shall be mailed to the Bank’s shareholders so as to permit the Bank’s shareholders to exercise their right to make an Election prior to the Election Deadline”) (other than Cancelled Shares or any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall be deemed to be “No Election Shares”. (c) Parent Purchaser shall make the Form of Election initially 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 DeadlineBank’s shareholders at the time that the Proxy Statement is made available to the shareholders of the Bank, and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder of the Company shall provide to Bank who requests such Form of Election following the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any such election shall have been properly made only if initial mailing of the Exchange Agent shall have actually received a properly completed Forms of Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates (or customary affidavits and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificate) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form, by written notice received by the Exchange Agent and prior to the Election Deadline. In no event shall the event an Form of Election Form is revoked be made available less than twenty (20) days 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, the shares of Company Common Stock represented which person shall be a bank or trust company designated by such Election Form shall become No Election Shares Purchaser and Parent shall cause the certificates representing such shares of Parent Common Stock to be promptly returned without charge reasonably acceptable to the Person submitting Bank (the Election Form upon written request “Exchange Agent”), pursuant to that effect from an agreement (the holder who submitted the Election Form, except “Exchange Agent Agreement”) entered into prior to the extent (if any) a subsequent election is properly made with respect mailing of the Form of Election to any or all the Bank’s shareholders and reasonably acceptable to the Bank, shall have received, by 5:00 p.m. local time in the city in which the principal office of such shares of Company Common Stock. Subject to Exchange Agent is located, on the terms of this Agreement and date of the Election FormDeadline, a Form of Election properly completed and signed and accompanied by Bank Stock Certificates to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of the Bank Common Stock or Series A Preferred Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall have reasonable discretion be deemed to determine whether invalidate any electionotherwise properly made Election, revocation or change has been properly or timely made unless otherwise determined by Purchaser, in its sole discretion. As used herein, “Election Deadline” means 5:00 p.m. on the date that is the day prior to the date of the Shareholder Meeting. The Bank and Purchaser shall cooperate to disregard immaterial defects in issue a press release reasonably satisfactory to each of them announcing the date of the Election FormsDeadline not more than fifteen (15) business days before, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parentat least five (5) business days prior to, the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election FormDeadline.

Election Procedures. Subject to the terms of the Exchange Agent Agreement, each Holder shall have the right, subject to the limitations set forth in this ARTICLE 3, to submit an election on or prior to the Election Deadline in accordance with the following procedures: (a) An election Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (i) the number of shares of FSB Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election, (ii) the number of shares of FSB Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election, or (iii) the number of shares of FSB Common Stock owned by such Holder with respect to which such Holder makes no election. (b) ▇▇▇▇▇ shall prepare a form and other appropriate and customary transmittal materials reasonably acceptable to FSB (the “Form of Election”) (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock Certificates shall pass, only upon proper delivery of such the Certificates to the Exchange Agent) in such form so as Parent to permit those Holders to exercise their right to make an Election prior to the Election Deadline. (c) Prior to the Mailing Date, ▇▇▇▇▇ shall specify and as shall be appoint an exchange agent reasonably acceptable to the Company FSB (the “Exchange Agent”), for the purpose of receiving Elections and exchanging shares of FSB Common Stock represented by Certificates or Book Entry Shares for Merger Consideration, pursuant to an exchange agent agreement entered into prior to the Mailing Date (the “Exchange Agent Agreement”). The Form of Election Form”) and instructions for use in effecting the surrender of the Certificates or Book Entry Shares in exchange for the Merger Consideration shall be mailed thirty days no more than 40 Business Days and no less than 20 Business Days prior to the anticipated Closing Date or on such other date as Parent ▇▇▇▇▇ and the Company FSB shall mutually agree (the “Mailing Date”) to each holder Holder of record of Company a Certificate or Book Entry Shares. Holders who hold shares of FSB Common Stock as nominees, trustees or in other representative capacities may submit a Form of Election for each beneficial owner, provided, that each such Form of Election covers all the close shares of business on the fifth business day prior FSB Common Stock held by each such representative for a particular beneficial owner. Subject to the Mailing Date (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder terms of Dissenting Shares, to specify (i) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Common Unit Consideration and (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. Any Shares 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 twentieth (20th) day following the Mailing Date (or such other time and date as Parent and the Company shall agree) (the “Election Deadline”) (other than Cancelled Shares or any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall be deemed to be “No Election Shares”. (c) 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. (d) Any such election shall have been made properly made only if the Exchange Agent shall have actually received a properly completed Election Form received, by the Election Deadline. An Election , a Form shall be deemed properly completed only if accompanied by one or more certificates (or customary affidavits and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificate) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form, by written notice received by the Exchange Agent prior to the Election Deadline. 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 No Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock 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, the Exchange Agent 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 decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form.8

Election Procedures. (a) 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 the certificates theretofore representing record of shares of Company Target Common Stock shall pass, only upon proper delivery of such Certificates to the Exchange Agent) in such form as Parent shall specify and as shall be reasonably acceptable to the Company (the “Election FormHolder”) shall be mailed thirty days prior to the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) to each holder of record of Company Common Stock as of a Target Warrant (“Warrant Holder”) shall have the close of business on the fifth business day prior right, subject to the Mailing Date (limitations set forth in this Article II, to submit an election in accordance with the “Election Form Record Date”).following procedures: (ba) Each Election Form shall permit Holder may specify in a request made in accordance with the holder provisions of this Section 2.1 (or the beneficial owner through appropriate and customary documentation and instructions)each, other than any holder of Dissenting Shares, to specify an “Election”) (i) the number of shares of such holder’s Company Target Common Stock owned by such Holder with respect to which such holder elects Holder desires to receive the Per Share Common Unit Consideration make a Stock Election and (ii) the number of shares of such holder’s Company Target Common Stock owned by such Holder with respect to which such holder elects Holder desires to receive make a Cash Election. (b) Each Warrant Holder may specify in a request made in accordance with the Per Share Cash Consideration. Any Shares provisions of this Section 2.1 (each, a “Warrant Election”) (i) the number of Target Warrants owned by such Warrant Holder with respect to which such Warrant Holder desires to make a Stock Election and (ii) the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the twentieth (20th) day following the Mailing Date (or number of Target Warrants owned by such other time and date as Parent and the Company shall agree) (the “Election Deadline”) (other than Cancelled Shares or any shares of Company Common Stock that constitute Dissenting Shares as of Warrant Holder with respect to which such time) shall be deemed Warrant Holder desires to be “No Election Shares”make a Cash Election. (c) Parent Before the Effective Time, Buyer shall make available one or more Election Forms as may reasonably be requested from time appoint American Stock Transfer & Trust Company, LLC, pursuant to time by all Persons who become holders an agreement (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 Agreement”), to act as exchange agent (the “Exchange Agent”) hereunder. Buyer shall prepare an election form and other appropriate and customary transmittal materials, including a Letter of Transmittal and Surrender Instruction (each defined below), in a form reasonably necessary for it acceptable to perform Target (the “Election Form”), which shall be mailed no more than 40 business days and no less than 20 business days before the anticipated Effective Time or on such earlier date as specified herein. (d) Any Target and Buyer shall mutually agree to each Holder and each Warrant Holder as of five business days before the date of such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadlinemailing. An Each Election Form shall be deemed properly completed only if accompanied by one permit such Holder or more certificates (or customary affidavits and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may directWarrant Holder, as indemnity against any claim that the case may be made against it with respect to such certificate) representing all shares of Company Common Stock covered by such Election Formbe, 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 subject to the Election Deadline. In allocation and election procedures set forth in this Section 2.1, to (i) elect to receive the event an Election Form is revoked prior to the Election Deadline, Cash Consideration for all of the shares of Company Target Common Stock represented held by such Election Form shall become No Election Shares and Parent shall cause Holder in accordance with Section 1.4(c) or, as applicable, elect to receive the certificates representing Warrant Cash Consideration for all Target Warrants held by such Warrant Holder in accordance with Section 1.7(a), (ii) elect to receive the Stock Consideration for all of the shares of Parent Target Common Stock held by such Holder, in accordance with Section 1.4(c) or, as applicable, elect to be promptly returned without charge receive the Warrant Stock Consideration for all Target Warrants held by such Warrant Holder in accordance with Section 1.7(a), (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 in accordance with Section 1.4(c) or, as applicable, elect to receive the Warrant Stock Consideration for a part of such Warrant Holder’s Target Warrants and the Warrant Cash Consideration for the remaining part of such Warrant Holder’s Target Warrants in accordance with Section 1.7(a) or (iv) indicate that such Holder or Warrant Holder, as the case may be, has no preference as 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 receipt of cash or all of such shares of Company Buyer Common Stock. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form.Stock for such

Election Procedures. Each holder of record of a Company Common Share or Company Warrant issued and outstanding immediately prior to the Election Deadline (a “Company Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election on or prior to the Election Deadline in accordance with the following procedures: (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Certificates to the Exchange Agent) in such form as Parent shall specify and as shall be prepare a form reasonably acceptable to the Company (the “Election FormForm of Election”) ), which shall be mailed thirty days by Parent to record holders of Company Common Shares and Company Warrants so as to permit the Company Holders to exercise their right to make an Election prior to the anticipated Closing Date or on such other date as Parent and Election Deadline. For the Company shall mutually agree (the “Mailing Date”) to each avoidance of doubt, a holder of record a Company Warrant may only make one type of Election (i.e., a Share Election, Mixed Election or Cash Election) with respect to such Company Common Stock as of the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”)Warrant. (b) Each Company Holder may specify on the Form of Election Form shall permit in accordance with the holder provisions of this Section 3.4 and the instructions on such form (or the beneficial owner through appropriate and customary documentation and instructionsan “Election”), other than any holder of Dissenting Shares, to specify (i) the number of shares of such holder’s Company Common Stock Shares with respect to which such holder elects Company Holder desires to receive the Per make a Share Common Unit Consideration and Election, (ii) the number of shares of such holder’s Company Common Stock Shares with respect to which such holder elects Company Holder desires to receive make a Mixed Election, (iii) the Per Share Cash Consideration. Any number of Company Common Shares with respect to which the Exchange Agent has not received an effectivesuch Company Holder desires to make a Cash Election and (iv) with respect to each Company Warrant held by such Company Holder, properly completed whether such Company Holder desires to make a Share Election, a Mixed Election Form on or before 5:00 p.m., New York time, on the twentieth (20th) day following the Mailing Date (or a Cash Election with respect to such other time and date as Parent and the Company shall agree) (the “Election Deadline”) (other than Cancelled Shares or any shares Warrant. Any holder of Company Common Stock that constitute Dissenting Shares as of such time) who makes an Election shall be deemed required to be “No Election Shares”waive all appraisal rights in connection with the Company Common Shares subject to such Election. (c) Parent shall mail or cause to be mailed or delivered, as applicable, the Form of Election to the holders of the Company Warrants and to record holders of Company Common Shares as of the record date for the Company Meeting not less than 20 Business Days prior to the anticipated Election Deadline. Parent shall make available one or more Forms of Election Forms as may reasonably be requested from time to time by all Persons persons who become holders (or beneficial owners) of record of Company Common Stock between Shares or Company Warrants during the Election Form Record Date period following the record date for the Company Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it the Exchange Agent to perform as specified herein. (d) Any such election Election shall have been made properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates (or customary affidavits andreceived, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificate) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form, by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, a Form of Election properly completed and signed and accompanied by Certificates (or affidavits of loss in lieu of the shares Certificates), if any, for the Company Common Shares to which such Form of Election relates, or the Company Warrants to which such Form of Election relates, as the case may be, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company or by an appropriate customary guarantee of delivery of such Certificates or Company Warrants, as applicable, as set forth in such Form of Election, from a firm that is an eligible guarantor institution (as defined in Rule 17Ad-15 under the Exchange Act); provided that such Certificates or Company Warrants, as applicable, are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery, and, in the case of Company Common Stock represented Shares in book-entry form, any additional documents specified in the procedures set forth in the Form of Election. Failure to deliver Company Common Shares or Company Warrants, as applicable, covered by such Election Form a guarantee of delivery within the time set forth on such guarantee shall become No Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock be deemed 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 invalidate any otherwise properly made with respect to any or all of such shares of Election, unless otherwise determined by Parent, in its sole and absolute discretion. As used herein, unless otherwise jointly agreed in advance by the Company Common Stock. Subject to the terms of this Agreement and of the Parent, “Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects Deadline” means 5:00 p.m. local time (in the Election Forms, and any good faith decisions city in which the principal office of the Exchange Agent regarding such matters is located) on a date mutually agreed by the Company and Parent but which in no event shall be binding less than one (1) day prior to the anticipated Closing Date. Parent and conclusive. None the Company shall issue a joint press release reasonably satisfactory to each of Parentthem announcing the anticipated date of the Election Deadline not more than 15 Business Days before, and at least five Business Days prior to, the anticipated date of the Election Deadline. Without limiting the other provisions set forth in this Section 3.4, any Company Common Shares or Company Warrants with respect to which the Exchange Agent has not received an effective, properly completed Form of Election prior to the Election Deadline (other than any Company Common Shares that constitute Dissenting Shares as of such time) shall also be under any obligation deemed to notify any Person of any defect in an be Non-Election FormShares.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Certificates 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 thirty days prior to the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) to each Each holder of record of Company shares of Class V Common Stock as of (each, an “Eligible Holder”) shall have the close of business right, subject to the limitations set forth in this ARTICLE II, to submit an election on the fifth business day or prior to the Mailing Date (Election Deadline in accordance with the “Election Form Record Date”)procedures set forth in this Section 2.04. (ba) Each Election Form shall permit Eligible Holder may specify in a request made in accordance with the holder provisions of this Section 2.04 (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify an “Election”) (i) the number of shares of such holder’s Company Class V Common Stock owned by such Eligible Holder with respect to which such holder elects Eligible Holder desires to receive the Per make a Share Common Unit Consideration Election and (ii) the number of shares of such holder’s Company Class V Common Stock owned by such Eligible Holder with respect to which such holder elects Eligible Holder desires to receive make a Cash Election. (b) The Company will use its reasonable efforts to cause a form designed for purposes of permitting Eligible Holders to make an Election (such form as may be determined in the Per Share Cash Consideration. Any Shares reasonable discretion of the Company, the “Form of Election”) to be disseminated or made available as follows: (i) at the same time the Proxy Statement is disseminated to the stockholders of the Company, the Form of Election shall be disseminated to persons who, as of the record date for the Stockholders Meeting, are Eligible Holders; and (ii) with respect to which all persons who become holders of record of shares of Class V Common Stock between the Exchange Agent has not received an effectiverecord date for the Stockholders Meeting and the Election Deadline, properly completed Election Form on or before 5:00 p.m., New York time, on the twentieth (20th) day following the Mailing Date (or such other time and date as Parent and the Company shall agree) (use its reasonable efforts to make the “Election Deadline”) (other than Cancelled Shares or any shares Form of Company Common Stock that constitute Dissenting Shares Election, as of applicable, available to such time) shall be deemed to be “No Election Shares”Eligible Holders during such period. (c) Parent shall make available one or more Any 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. (d) Any such election shall have been made properly made by an Eligible Holder only if the Exchange Agent shall have actually received a properly completed Election Form received, by the Election Deadline. An , a Form of Election Form shall be deemed properly completed only if and signed and accompanied by one or more certificates (or customary affidavits andi) the Certificates, if required by Parentany, to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the posting by such Person books of a bondthe Company, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificateand (ii) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the case of Book-Entry Shares, any additional documents specified in the procedures set forth in the Form of Election. (d) Any Eligible Holder may, at any time prior to the Election Form. Any Deadline, change or revoke such Eligible Holder’s 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 accompanied by a properly completed and signed revised Form of Election Form is revoked or by withdrawal prior to the Election DeadlineDeadline of such Eligible Holder’s Certificates, or any documents in respect of Book-Entry Shares, previously deposited with the shares of Company Common Stock represented by such Exchange Agent. After an Election Form shall become No Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock 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 validly made with respect to any or all shares of Class V Common Stock, any subsequent transfer of such shares of Company Class V Common StockStock shall automatically revoke such Election. Subject Notwithstanding anything to the terms contrary in this Agreement, all Elections shall be automatically deemed revoked upon receipt by the Exchange Agent of written notification from the Company that this Agreement and of has been terminated in accordance with ARTICLE VI without the Election Form, the Closing having occurred. The Exchange Agent shall have reasonable discretion to determine whether if any election, revocation or change has been Election is not properly or timely made and with respect to disregard immaterial defects in the Election Forms, and any good faith decisions shares of Class V Common Stock (none of the Exchange Agent regarding such matters shall be binding and conclusive. None of ParentCompany, the Company Merger Sub or the Exchange Agent shall be being under any obligation duty to notify any Person Company stockholder of any defect such defect). In the event the Exchange Agent makes such a determination, such Election shall be deemed to be not in an effect, and the shares of Class V Common Stock covered by such Election Formshall, for purposes hereof, be deemed to be Share Electing Shares, unless a proper Election is thereafter timely made with respect to such shares. (e) The Company, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement and the DGCL governing the manner and extent to which Elections are to be taken into account in making the determinations prescribed by Section 2.01(b).