Common use of Election Procedures Clause in Contracts

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

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

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

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

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

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

Election Procedures. (a) An Not less than 20 days prior to the anticipated Effective Time (the "Mailing Date"), an election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such form as BEPC and Acquisition Sub CME shall reasonably specify and as shall be reasonably acceptable to the Company GFI (the “"Election Form”") shall be mailed to holders each holder of Company record of shares of GFI Common Stock of record as of five Business Days prior to the record date for Mailing Date (the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”"Election Form Record Date"). (b) Each Election Form shall permit the holder (or the beneficial owner Beneficial Owner through appropriate and customary documentation and instructions) to specify (i) the number of record shares of Eligible Company Shares as of immediately prior such holder's GFI Common Stock with respect to the Election Deadline to elect (an “Election”) which such holder elects to receive the Per Share Stock Consideration (the "Stock Election Shares"), (ii) the number of shares of New York Company Class C such holder's GFI Common Stock with respect to which such holder elects to receive the Per Share Cash Consideration (the "Cash Election Shares") or (iii) that such holder makes no election with respect to such holder's GFI Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder"No Election Shares"). The holders of any Eligible Company Shares Any GFI Common Stock with respect to which the Exchange Agent has does not received receive an effective, properly completed Election Form on or before 5:00 p.m., New York time, on during the business day immediately preceding the date of the Company Shareholders Meeting (the “Election Deadline”) Period shall be deemed not to have made an Electionbe No Election Shares. CME shall publicly announce (which public announcement may be on a Form 8-K filed with the SEC) the anticipated Election Deadline at least five Business Days prior to the anticipated Effective Time. If the Effective Time is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and CME shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) BEPC and Acquisition Sub CME shall make available one or more Election Forms as may reasonably be requested from time to time by all persons Persons who become holders (or beneficial ownersBeneficial Owners) of Eligible Company Shares between the record date for the Company Shareholders Meeting and the close of business on the business day prior to GFI Common Stock during the Election DeadlinePeriod, and the Company GFI shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (e) Any Election election shall have been properly made only if (i) the Exchange Agent shall have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the Election Deadline or (ii) Person submitting such Election has been made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the shares of GFI Common Stock represented by such Election Form shall become No Election Shares, except to the extent (if any) a subsequent election is properly made during the Election Period with respect to any or all of such shares of GFI Common Stock. Subject to the terms of this Agreement and as 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 a completed the Election FormForms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, BEPC, Acquisition Sub CME or GFI or the Exchange Agent shall be under any obligation to notify any person Person of any defect in a completed an Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.

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

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

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

Election Procedures. (ai) An Not less than thirty (30) days prior to the anticipated Effective Time, an election form and other appropriate and customary transmittal materials (which shall specify that delivery of issued and outstanding Target Common Stock shall be effected, and risk of loss and title to Eligible Certificates the certificates theretofore representing any such Target Common Stock (each, a “Certificate”) or non-certificated shares represented by book entry (“Book Entry Shares”) shall pass, only upon proper delivery of such Eligible Certificates or Book Entry Shares, respectively, to the Exchange Agent) in such form as BEPC and Acquisition Sub Parent shall reasonably specify and as shall be reasonably acceptable to the Company Target (the “Election Form”) shall be mailed at such time as Target and Parent may agree (the “Mailing Date”) to each holder of record of shares of Target Common Stock (including to holders of Company Target Options and ESPP Rights electing prior to the Effective Time to purchase or receive Target Common Stock of record Stock), determined as of five (5) business days prior to the record date for Mailing Date (the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as “Eligible Company SharesElection Form Record Date”). (bii) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Target Excluded Shares, to specify (i) the number of record of Eligible Company Shares as of immediately prior to the Election Deadline to elect (an “Election”) to receive shares of New York Company Class C such holder’s Target Common Stock (andincluding shares issuable pursuant to any Target Option or ESPP Right) with respect to which such holder elects to receive the Per Share Cash Election Consideration, upon completion (ii) the number of the Parent Exchange, Parent LP Units) for all shares of the Eligible Company Shares held by such holder’s Target Common Stock with respect to which such holder elects to receive the Per Share Stock Election Consideration, or (iii) that such holder makes no election with respect to such holder’s Target Common Stock. The holders of any Eligible Company Shares Any Target Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the business twentieth (20th) day immediately preceding following the Mailing Date (or such other time and date of the Company Shareholders Meeting as Target and Parent shall agree) (the “Election Deadline”) shall also be deemed not to have made an Electionbe Non-Election Shares. (ciii) BEPC and Acquisition Sub Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all any persons who become holders (or beneficial owners) of Eligible Company Shares Target Common Stock, between the record date for the Company Shareholders Meeting Election Form Record Date and the close of business on the business day prior to the Election Deadline, and the Company Target shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (div) Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (e) Any Election election shall have been properly made only if (i) the Exchange Agent shall have received a properly completed Election Form by the Election Deadline Deadline. An Election Form shall be deemed properly completed only (i) if, in the case of issued and outstanding shares of Target Common Stock, accompanied by one or more Certificates (or customary affidavits), if applicable, and/or (ii) upon receipt of an “agent’s message” by the Exchange Agent or such other evidence of transfer of Book Entry Shares to the Exchange Agent as the Exchange Agent may reasonably request, collectively representing all shares of Target Common Stock covered by such Election has been made at or prior to the Election Deadline pursuant to the procedures set forth Form, together with duly executed transmittal materials included in the Election Form. After Any Election Form may be revoked or changed by the person submitting such Election Form, by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Election Form is validly revoked prior to the Election Deadline, the shares of Target Common Stock represented by such Election Form shall become Non-Election Shares and, in the case of issued and outstanding shares of Target Common Stock, Parent shall cause the Certificates representing such shares of Target Common Stock or Book-Entry Shares to be promptly returned without charge to the person submitting the Election Form upon written request to that effect from the holder who submitted the Election Form, except to the extent (if any) a subsequent election is properly made with respect to any Eligible Company Shares, no further registration of transfers or all of such Eligible Company Shares shall be made on shares of Target Common Stock. Subject to the transfer books terms of the Company unless this Agreement and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent Agent, in consultation with Parent and as Target, shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in a completed the Election FormForms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, BEPC, Acquisition Sub Target or the Exchange Agent shall be under any obligation to notify any person of any defect in a completed an Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.

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

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

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

Election Procedures. 3.2.1. Holders of GLB Common Stock may elect to receive shares of FNFG Common Stock or cash (ain either case without interest) in exchange for their shares of GLB Common Stock in accordance with the procedures set forth herein; provided that, in the aggregate, and subject to the provisions of 3.2, 50% of the total number of shares of GLB Common Stock issued and outstanding at the Effective Time, including any Dissenting Shares but excluding any Treasury Shares (the “Stock Conversion Number”), shall be converted into the Stock Consideration and the remaining outstanding shares of GLB Common Stock shall be converted into the Cash Consideration. Shares of GLB Common Stock as to which a Cash Election (including, pursuant to a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of GLB Common Stock as to which a Stock Election has been made (including, pursuant to a Mixed Election) are referred to as “Stock Election Shares.” Shares of GLB Common Stock as to which no election has been made (or as to which an Election Form is not returned properly completed) are referred to herein as “Non-Election Shares.” The aggregate number of shares of GLB Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.” Any Dissenting Shares shall be deemed to be Cash Election Shares, and the holders thereof shall in no event receive consideration comprised of FNFG Common Stock with respect to such shares; provided; however, that for purposes of making the proration calculations provided for in this Section 3.2, only Dissenting Shares as existing at the Effective Time shall be deemed Cash Election Shares. 3.2.2. An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible the Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) ), in such form as BEPC GLB and Acquisition Sub FNFG shall reasonably specify and as mutually agree (“Election Form”), shall be reasonably acceptable mailed no more than 40 business days and no less than 20 business days prior to the Company anticipated Effective Time or on such earlier date as FNFG and GLB shall mutually agree (the “Mailing Date”) to each holder of record of GLB Common Stock as of five business days prior to the Mailing Date (the “Election FormForm Record Date”) shall be mailed to holders of Company Common Stock of record as of the record date for the Company Shareholders Meeting). As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately prior such holder, subject to the Election Deadline allocation and election procedures set forth in this Section 3.2, (i) to elect (an “Election”) to receive shares of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) Cash Consideration for all of the Eligible Company Shares shares of GLB Common Stock held by such holder, in accordance with Section 3.1.3, (ii) to elect to receive the Stock Consideration for all of such shares, in accordance with Section 3.1.3, (iii) elect to receive the Stock Consideration for a part of such holder’s GLB Common Stock and the Cash consideration for the remaining part of such holder’s GLB Common Stock, or (iv) to indicate that such record holder has no preference as to the receipt of cash or FNFG Common Stock for such shares. The holders A holder of any Eligible Company Shares record of shares of GLB Common Stock who holds such shares as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of GLB Common Stock held by such Representative for a particular beneficial owner. Any shares of GLB Common Stock with respect to which the holder thereof shall not, as of the Election Deadline, have made an election by submission to the Exchange Agent has not received of an effective, properly completed Election Form shall be deemed Non-Election Shares. 3.2.3. To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City time, on the business 20th day immediately preceding following the Mailing Date (or such other time and date of the Company Shareholders Meeting as FNFG and GLB may mutually agree) (the “Election Deadline”) ); provided, however, that the Election Deadline may not occur on or after the Closing Date. GLB shall be deemed not use its reasonable best efforts to have made an Election. (c) BEPC and Acquisition Sub shall make available one up to two separate Election Forms, or more such additional Election Forms as FNFG may reasonably be requested from time permit, to time by all persons who become holders (or beneficial owners) of Eligible Company Shares GLB Common Stock between the record date for the Company Shareholders Meeting Election Form Record Date and the close of business on the business day prior to the Election Deadline, and the Company . GLB shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (e) Any Election An election shall have been properly made only if (i) the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of GLB Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If an GLB shareholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline (without later submitting a properly completed Election Form prior to the Election Deadline), the shares of GLB Common Stock held by such shareholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the person submitting such Election has been made Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline pursuant Deadline. FNFG shall cause the Certificate or Certificates relating to any revoked Election Form to be promptly returned without charge to the procedures set forth in person submitting the Election Form to the Exchange Agent. Subject to the terms of this Agreement and of the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall have discretion to determine when any election, modification or revocation is received and whether any such election, modification or revocation has been properly made. All elections shall be conclusive and binding as revoked automatically if the Exchange Agent is notified in writing by FNFG or GLB, upon exercise by FNFG or GLB of its respective or their mutual rights to whether or not an Election terminate this Agreement to the extent provided under Article XI, that this Agreement has been terminated in accordance with Article XI. 3.2.4. If the aggregate number of shares of GLB Common Stock with respect to which Stock Elections shall have been properly made or revoked pursuant (the “Stock Election Number”) exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares of each holder thereof shall be converted into the right to receive the Cash Consideration, and Stock Election Shares of each holder thereof will be converted into the right to receive the Stock Consideration in respect of that number of Stock Election Shares equal to the product obtained by multiplying (x) the number of Stock Election Form, as to when Elections and revocations of Elections were received Shares held by the Exchange Agent and as to whether to disregard immaterial defects in such holder by (y) a completed Election Form. None of Parent, BEPC, Acquisition Sub or the Exchange Agent shall be under any obligation to notify any person of any defect in a completed Election Form. Notwithstanding anything in this Section 4.02 to the contraryfraction, the Exchange Agent maynumerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the written agreement remaining number of BEPC and Acquisition Subsuch holder’s Stock Election Shares being converted into the right to receive the Cash Consideration. 3.2.5. If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), make any rules or procedures as are consistent with this Section 4.02 for then all Stock Election Shares shall be converted into the implementation of Elections right to receive the Stock Consideration and the revocation of Elections as Non-Election Shares and Cash Election Shares shall be necessary treated in the following manner: (A) If the Shortfall Number is less than or desirable equal to administer the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and the Non-Election Shares of each holder thereof shall convert into the right to receive the Stock Consideration in respect of that number of Non-Election Shares equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such Electionsholder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and Cash Election Shares of each holder thereof shall convert into the right to receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.

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

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

Election Procedures. (a) An Not less than thirty (30) days prior to the anticipated Effective Time (the “Mailing Date”), an election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such form as BEPC and Acquisition Sub Parent shall reasonably specify and as shall be reasonably acceptable to the Company (the “Election Form”) shall be mailed to holders of Company Common Stock each holder of record as of the record date for the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred as of five (5) Business Days prior to as the Mailing Date (the “Eligible Company SharesElection Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner Beneficial Owner through appropriate and customary documentation and instructions), to specify (i) the number of record shares of Eligible such holder’s Company Shares as Common Stock with respect to which such holder elects to receive the Per Share Stock Consideration (the “Stock Election Shares”), (ii) the number of immediately prior shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Cash Consideration (the “Cash Election Deadline to elect (an “ElectionShares”) or (iii) that such holder makes no election with respect to receive shares of New York such holder’s Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible “No Election Shares”). Any Company Shares held by such holder. The holders of any Eligible Company Shares Common Stock with respect to which the Exchange Agent has does not received receive an effective, properly completed Election Form on or before 5:00 p.m., New York time, on during the business day immediately preceding period from the date of Mailing Date to the Company Shareholders Meeting Election Deadline (the “Election DeadlinePeriod”) shall be deemed not to have made an Electionbe No Election Shares. Parent shall publicly announce the anticipated Election Deadline at least five (5) Business Days prior to the anticipated Effective Time. If the Effective Time is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) BEPC and Acquisition Sub Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all persons Persons who become holders (or beneficial ownersBeneficial Owners) of Eligible Company Shares between the record date for the Company Shareholders Meeting and the close of business on the business day prior to Common Stock during the Election DeadlinePeriod, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any Election Form may be revoked prior election made pursuant to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (e) Any Election this Section 2.2 shall have been properly made only if (i) the Exchange Agent shall have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the Election Deadline or (ii) Person submitting such Election has been made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the shares of Company Common Stock represented by such Election Form shall become No Election Shares, except to the extent (if any) a subsequent election is properly made during the Election Period with respect to any or all of such shares of Company Common Stock. Subject to the terms of this Agreement and as 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 a completed the Election FormForms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, BEPC, Acquisition Sub Parent or the Company or the Exchange Agent shall be under any obligation to notify any person Person of any defect in a completed an Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.

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

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

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

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

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

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates the certificates theretofore representing Seller Common Stock shall pass, only upon proper delivery of such Eligible Certificates cer- tificates to an exchange agent designated by Buyer (the Exchange "Ex- change Agent")) in such form as BEPC Buyer and Acquisition Sub Seller shall reasonably specify and as shall be reasonably acceptable to the Company mutually agree (the “"Election Form”") shall be mailed approximately 25 days prior to holders the anticipated Effective Time or on such other date as Buyer and Seller shall mutually agree ("Mailing Date") to each holder of Company record of Seller Common Stock of record as of five busi- ness days prior to the record date Mailing Date ("Election Form Record Date"). Buyer shall determine the anticipated Effective Time (the "Anticipated Effective Time") in its sole discretion and the failure of the Effective Time to occur at the Anticipated Effective Time for purposes of this Section 1.08 shall not af- fect the Company Shareholders Meetingtime periods which are established for purposes of these election procedures. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation documenta- tion and instructions) of record of Eligible Company Shares as of immediately prior to the Election Deadline to elect (an “Election”) to receive shares of New York Company Class C only Buyer Common Stock with respect to such holder's Seller Common Stock (and"Stock Election Shares"), upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by to elect to receive only cash with respect to such holder's Seller Common Stock ("Cash Election Shares") or to indicate that such holder makes no election ("No Election Shares"). The holders For purposes of any Eligible Company this Section 1.08, Dissenting Shares shall be treated as Cash Election Shares but shall not be con- verted into the Per Share Stock Consideration or the Per Share Cash consideration except as provided in Section 1.11. Any Seller Common Stock with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, p.m. on the business 20th day immediately preceding following the Mailing Date (or such other time and date of the Company Shareholders Meeting as Buyer and Seller may mutually agree) (the “"Election Deadline”") shall be deemed not to have made an Electionbe "No Election Shares. (c) BEPC and Acquisition Sub " Buyer shall promptly make available one or more Election Elec- tion Forms as may be reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible Company Shares Seller Common Stock between the record date for the Company Shareholders Meeting Election Form Record Date and the close of business on the business day prior to the Election Deadline, and the Company Seller shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. . Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates (dor customary affidavits and indemni- fication regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of Seller Common Stock covered by such Election Form, together with duly executed transmittal materials in- cluded in the Election Form. Any Election Form may be revoked or changed by the person submitting such Election Form at or prior to the Election Deadline with respect to Deadline. In the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If event an Election Form is revoked prior to the Election Deadline, the holder shares of Eligible Company Shares Seller Common Stock represented by such Election Form shall become No Election Shares and Buyer shall cause the certificates repre- senting Seller Common Stock to be deemed promptly returned without charge to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in person submitting the Election Form prior upon written request to that effect from the person who submitted the Elec- tion Form. Subject to the terms of this Agreement and of the Election Deadline. (e) Any Election shall have been properly made only if (i) Form, the Exchange Agent shall have received a properly completed Election Form by the Election Deadline reasonable discre- tion to determine whether any election, revocation or (ii) such Election change has been properly or timely made at or prior and to the Election Deadline pursuant to the procedures set forth disregard immaterial defects in the Election Form. After an Election is validly made with respect to Forms, and any Eligible Company Shares, no further registration good faith decisions of transfers of the Exchange Agent regarding such Eligible Company Shares matters shall be made on the transfer books of the Company unless binding and until such Election is properly revoked in accordance with the procedures set forth in the Election Formconclusive. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of Neither Buyer nor the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed Election Form. None of Parent, BEPC, Acquisition Sub or the Exchange Agent shall be under un- der any obligation to notify any person of any defect in a completed an Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.

Election Procedures. 3.2.1. Holders of FSBI Common Stock may elect to receive shares of PFS Common Stock or cash (ain either case without interest) in exchange for their shares of FSBI Common Stock in accordance with the following procedures, provided that, in the aggregate, and subject to the provisions of Section 3.2.6, 60% of the total number of shares of FSBI Common Stock issued and outstanding at the Effective Time, including any Dissenting Shares but excluding any Treasury Stock (the “Stock Conversion Number”), shall be converted into the Stock Consideration and the remaining outstanding shares of FSBI Common Stock shall be converted into the Cash Consideration. Shares of FSBI Common Stock as to which a Cash Election (including, pursuant to a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of FSBI Common Stock as to which a Stock Election has been made (including, pursuant to a Mixed Election) are referred to as “Stock Election Shares.” Shares of FSBI Common Stock as to which no election has been made (or as to which an Election Form is not returned properly completed) are referred to herein as “Non-Election Shares.” The aggregate number of shares of FSBI Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.” Any Dissenting Shares shall be deemed to be Cash Election Shares, and the holders thereof shall in no event receive consideration comprised of PFS Common Stock with respect to such shares. 3.2.2. An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible the Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) ), in such form as BEPC FSBI and Acquisition Sub PFS shall reasonably specify and as mutually agree (“Election Form”), shall be reasonably acceptable mailed 40 days prior to the Company anticipated Effective Time or on such earlier date as PFS and FSBI shall mutually agree (the “Mailing Date”) to each holder of record of FSBI Common Stock as of five business days prior to the Mailing Date (the “Election FormForm Record Date”) shall be mailed to holders of Company Common Stock of record as of the record date for the Company Shareholders Meeting). As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately prior such holder, subject to the Election Deadline allocation and election procedures set forth in this Section 3.2, (i) to elect (an “Election”) to receive shares of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) Cash Consideration for all of the Eligible Company Shares shares of FSBI Common Stock held by such holder (a “Cash Election”), in accordance with Section 3.1.3, (ii) to elect to receive the Stock Consideration for all of such shares (a “Stock Election”), in accordance with Section 3.1.3, (iii) elect to receive the Stock Consideration for a part of such holder’s FSBI Common Stock and the Cash consideration for the remaining part of such holder’s FSBI Common Stock (a “Mixed Election”), or (iv) to indicate that such record holder has no preference as to the receipt of cash or PFS Common Stock for such shares (a “Non-Election”). The holders A holder of any Eligible Company Shares record of shares of FSBI Common Stock who holds such shares as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of FSBI Common Stock held by such Representative for a particular beneficial owner. Any shares of FSBI Common Stock with respect to which the holder thereof shall not, as of the Election Deadline, have made an election by submission to the Exchange Agent has not received of an effective, properly completed Election Form shall be deemed Non-Election Shares. All Dissenting Shares shall be deemed shares subject to a Cash Election, and with respect to such shares the holders thereof shall in no event receive consideration comprised of PFS Common Stock, subject to Section 3.1.5 hereof. 3.2.3. To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City time, on the business 20th day immediately preceding following the Mailing Date (or such other time and date of the Company Shareholders Meeting as PFS and FSBI may mutually agree) (the “Election Deadline”) shall be deemed ); provided, however, that the Election Deadline may not occur on or after the Closing Date; and provided further that the Election Deadline may not occur prior to have made an Election. the seventh business day after receipt of all Regulatory Approvals (c) BEPC and Acquisition Sub excluding the expiration of any applicable waiting periods). FSBI shall make available one up to two separate Election Forms, or more such additional Election Forms as PFS may reasonably be requested from time permit, to time by all persons who become holders (or beneficial owners) of Eligible Company Shares FSBI Common Stock between the record date for the Company Shareholders Meeting Election Form Record Date and the close of business on the business day prior to the Election Deadline, and the Company . FSBI shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (e) Any Election An election shall have been properly made only if (i) the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of FSBI Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If an FSBI stockholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline, the shares of FSBI Common Stock held by such stockholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the person submitting such Election has been made Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline pursuant Deadline. PFS shall cause the Certificate or Certificates relating to any revoked Election Form to be promptly returned without charge to the procedures set forth in person submitting the Election Form to the Exchange Agent. Subject to the terms of this Agreement and of the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive have discretion to determine when any election, modification or revocation is received and binding as to whether any such election, modification or not an Election shall have revocation has been properly made or revoked pursuant made. 3.2.4. If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and, subject to Section 3.2.7 hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration only with respect to that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election FormShares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration. 3.2.5. If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed “Shortfall Number”), then all Stock Election Form. None of Parent, BEPC, Acquisition Sub or the Exchange Agent Shares shall be under any obligation converted into the right to notify any person receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of any defect Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 3.2.7 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a completed fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election FormShares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 3.2.7 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration. 3.2.6. Notwithstanding anything in this Section 4.02 Article III to the contrary, if the Exchange Agent mayaggregate value of the Stock Consideration to be delivered as of the Effective Time less the amount of cash paid in lieu of fractional shares of PFS Common Stock pursuant to Section 3.2.7 (the “Stock Value”) is less than 42.5% of the sum of (i) the aggregate value of the Merger Consideration to be delivered as of the Effective Time, with plus (ii) the written agreement value of BEPC any consideration described in Treasury Regulations Section 1.368-1(e)(1)(ii), plus (iii) cash paid to holders of Dissenting Shares, plus (iv) the value of any consideration paid by PFS or any of its Subsidiaries (or any “related person” to PFS or any of its Subsidiaries within the meaning of Treasury Regulations Section 1.368-1(e)(3)) to acquire shares of FSBI Common Stock prior to the Effective Time (such sum, the “Aggregate Value”), then PFS shall reduce the number of shares of outstanding FSBI Common Stock entitled to receive the Cash Consideration and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for correspondingly increase the implementation number of Elections and shares of FSBI Common Stock entitled to receive the revocation Stock Consideration by the minimum amount necessary to cause the Stock Value to equal 42.5% of Elections as shall be necessary or desirable to administer such Electionsthe Aggregate Value.

Election Procedures. 3.2.1. Holders of LNB Bancorp Common Stock may elect to receive Stock Consideration or Cash Consideration (ain either case without interest) in exchange for their shares of LNB Bancorp Common Stock in accordance with the following procedures, provided that, in the aggregate, 50% of the total number of shares of LNB Bancorp Common Stock issued and outstanding at the Effective Time, excluding any Treasury Stock (the “Stock Conversion Number”), shall be converted into the Stock Consideration and the remaining outstanding shares of LNB Bancorp Common Stock shall be converted into the Cash Consideration. Shares of LNB Bancorp Common Stock as to which a Cash Election (including, pursuant to a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Dissenting Shares shall be considered Cash Election Shares for purposes of determining the number of Cash Election Shares. Shares of LNB Bancorp Common Stock as to which a Stock Election has been made (including, pursuant to a Mixed Election) are referred to as “Stock Election Shares.” Shares of LNB Bancorp Common Stock as to which no election has been made (or as to which an Election Form is not returned properly completed) are referred to herein as “Non-Election Shares.” The aggregate number of shares of LNB Bancorp Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.” 3.2.2. An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible the Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) ), in such form as BEPC LNB Bancorp and Acquisition Sub Northwest Bancshares shall reasonably specify and as mutually agree (“Election Form”), shall be reasonably acceptable mailed not less than 20 business days but not more than 40 business days prior to the Company anticipated Effective Time or on such earlier date as Northwest Bancshares and LNB Bancorp shall mutually agree (the “Mailing Date”) to each holder of record of LNB Bancorp Common Stock as of five business days prior to the Mailing Date (the “Election FormForm Record Date”) shall be mailed to holders of Company Common Stock of record as of the record date for the Company Shareholders Meeting). As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately prior such holder, subject to the Election Deadline allocation and election procedures set forth in this Section 3.2, (i) to elect (an “Election”) to receive shares of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) Cash Consideration for all of the Eligible Company Shares shares of LNB Bancorp Common Stock held by such holder (a “Cash Election”) in accordance with Section 3.1.3, (ii) to elect to receive the Stock Consideration for all of such shares (a “Stock Election”) in accordance with Section 3.1.3, (iii) elect to receive the Stock Consideration for a part of such holder’s LNB Bancorp Common Stock and the Cash Consideration for the remaining part of such holder’s LNB Bancorp Common Stock (the “Cash/Stock Consideration”) (an election to receive the Cash/Stock Consideration is referred to as a “Mixed Election”), or (iv) to indicate that such record holder has no preference as to the receipt of cash or Northwest Bancshares Common Stock for such shares (a “Non-Election”). The holders A holder of any Eligible Company Shares record of shares of LNB Bancorp Common Stock who holds such shares as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of LNB Bancorp Common Stock held by such Representative for a particular beneficial owner. Any shares of LNB Bancorp Common Stock with respect to which the holder thereof shall not, as of the Election Deadline, have made an election by submission to the Exchange Agent has not received of an effective, properly completed Election Form shall be deemed Non-Election Shares. 3.2.3. To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City time, on the business 20th day immediately preceding following the Mailing Date (or such other time and date of the Company Shareholders Meeting as Northwest Bancshares and LNB Bancorp may mutually agree) (the “Election Deadline”) shall be deemed ); provided, however, that the Election Deadline may not to have made an Election. (c) BEPC and Acquisition Sub occur on or after the Closing Date. LNB Bancorp shall make available one up to two separate Election Forms, or more such additional Election Forms as Northwest Bancshares may reasonably be requested from time permit, to time by all persons who become holders (or beneficial owners) of Eligible Company Shares LNB Bancorp Common Stock between the record date for the Company Shareholders Meeting Election Form Record Date and the close of business on the business day prior to the Election Deadline, and the Company . LNB Bancorp shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (e) Any Election An election shall have been properly made only if (i) the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of LNB Bancorp Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If an LNB Bancorp stockholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline, the shares of LNB Bancorp Common Stock held by such stockholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the person submitting such Election has been made Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline pursuant Deadline. Northwest Bancshares shall cause the Certificate or Certificates relating to any revoked Election Form to be promptly returned without charge to the procedures set forth in person submitting the Election Form to the Exchange Agent. Subject to the terms of this Agreement and of the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive have discretion to determine when any election, modification or revocation is received and binding as to whether any such election, modification or not an Election shall have revocation has been properly made or revoked pursuant made. 3.2.4. If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and, subject to Section 3.2.6 hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration only with respect to that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Form, as to when Elections and revocations of Elections were received Shares held by the Exchange Agent and as to whether to disregard immaterial defects in such holder by (y) a completed Election Form. None of Parent, BEPC, Acquisition Sub or the Exchange Agent shall be under any obligation to notify any person of any defect in a completed Election Form. Notwithstanding anything in this Section 4.02 to the contraryfraction, the Exchange Agent maynumerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the written agreement remaining number of BEPC and Acquisition Subsuch holder’s Stock Election Shares being converted into the right to receive the Cash Consideration. 3.2.5. If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), make any rules or procedures as are consistent with this Section 4.02 for then all Stock Election Shares shall be converted into the implementation of Elections right to receive the Stock Consideration and the revocation of Elections as Non-Election Shares and Cash Election Shares shall be necessary treated in the following manner: (A) if the Shortfall Number is less than or desirable equal to administer the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 3.2.6 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such Electionsholder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 3.2.6 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.

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

Election Procedures. 3.2.1. Holders of WCBI Common Stock may elect to receive shares of PBI Common Stock or cash (ain either case without interest) in exchange for their shares of WCBI Common Stock in accordance with the following procedures, provided that, in the aggregate, and subject to the provisions of Section 3.2.6, 50% of the total number of shares of WCBI Common Stock issued and outstanding at the Effective Time, including any Dissenting Shares but excluding any Treasury Stock (the "Stock Conversion Number"), shall be converted into the Stock Consideration and the remaining outstanding shares of WCBI Common Stock shall be converted into the Cash Consideration. Shares of WCBI Common Stock as to which a Cash Election (including, pursuant to a Mixed Election) has been made are referred to herein as "Cash Election Shares." Shares of WCBI Common Stock as to which a Stock Election has been made (including, pursuant to a Mixed Election) are referred to as "Stock Election Shares." Shares of WCBI Common Stock as to which no election has been made (or as to which an Election Form is not returned properly completed) are referred to herein as "Non-Election Shares." The aggregate number of shares of WCBI Common Stock with respect to which a Stock Election has been made is referred to herein as the "Stock Election Number." Any Dissenting Shares shall be deemed to be Cash Election Shares, and the holders thereof shall in no event receive consideration comprised of PBI Common Stock with respect to such shares; provided; however, that for purposes of making the proration calculations provided for in this Section 3.2, only Dissenting Shares as existing at the Effective Time shall be deemed Cash Election Shares. 3.2.2. An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible the Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) ), in such form as BEPC WCBI and Acquisition Sub PBI shall reasonably specify and as shall be reasonably acceptable to the Company mutually agree (the “"Election Form”) "), shall be mailed no more than 40 business days and no less than 20 business days prior to holders the anticipated Effective Time or on such earlier date as PBI and WCBI shall mutually agree (the "Mailing Date") to each holder of Company record of WCBI Common Stock of record as of five business days prior to the record date for Mailing Date (the Company Shareholders Meeting"Election Form Record Date"). As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately prior such holder, subject to the Election Deadline allocation and election procedures set forth in this Section 3.2, (i) to elect (an “Election”) to receive shares of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) Cash Consideration for all of the Eligible Company Shares shares of WCBI Common Stock held by such holder (a "Cash Election"), in accordance with Section 3.1.3, (ii) to elect to receive the Stock Consideration for all of such shares (a "Stock Election"), in accordance with Section 3.1.3, (iii) elect to receive the Stock Consideration for a part of such holder's WCBI Common Stock and the Cash consideration for the remaining part of such holder's WCBI Common Stock (a "Mixed Election"), or (iv) to indicate that such record holder has no preference as to the receipt of cash or PBI Common Stock for such shares (a "Non-Election"). The holders A holder of any Eligible Company Shares record of shares of WCBI Common Stock who holds such shares as nominee, trustee or in another representative capacity (a "Representative") may submit multiple Election Forms, provided that each such Election Form covers all the shares of WCBI Common Stock held by such Representative for a particular beneficial owner. Any shares of WCBI Common Stock with respect to which the holder thereof shall not, as of the Election Deadline, have made an election by submission to the Exchange Agent has not received of an effective, properly completed Election Form shall be deemed Non-Election Shares. All Dissenting Shares shall be deemed shares subject to a Cash Election, and with respect to such shares the holders thereof shall in no event receive consideration comprised of PBI Common Stock, subject to Section 3.1.5 hereof; provided; however, that for purposes of making the proration calculations provided for in this Section 3.2, only Dissenting Shares as existing at the Effective Time shall be deemed Cash Election Shares. 3.2.3. To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City time, on the business 25th day immediately preceding following the Mailing Date (or such other time and date of the Company Shareholders Meeting as PBI and WCBI may mutually agree) (the “"Election Deadline”) shall be deemed "); provided, however, that the Election Deadline may not to have made an Election. (c) BEPC and Acquisition Sub occur on or after the Closing Date. WCBI shall make available one up to two separate Election Forms, or more such additional Election Forms as PBI may reasonably be requested from time permit, to time by all persons who become holders (or beneficial owners) of Eligible Company Shares WCBI Common Stock between the record date for the Company Shareholders Meeting Election Form Record Date and the close of business on the business day prior to the Election Deadline, and the Company . WCBI shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (e) Any Election An election shall have been properly made only if (i) the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of WCBI Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If an WCBI stockholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline (without later submitting a properly completed Election Form prior to the Election Deadline), the shares of WCBI Common Stock held by such stockholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the person submitting such Election has been made Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline pursuant Deadline. PBI shall cause the Certificate or Certificates relating to any revoked Election Form to be promptly returned without charge to the procedures set forth in person submitting the Election Form to the Exchange Agent. Subject to the terms of this Agreement and of the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive have discretion to determine when any election, modification or revocation is received and binding as to whether any such election, modification or not an Election shall have revocation has been properly made or revoked pursuant made. 3.2.4. If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and, subject to Section 3.2.7 hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration only with respect to that number of Stock Election Shares held by such holder (rounded to the nearest whole share) equal to the product obtained by multiplying (x) the number of Stock Election FormShares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder's Stock Election Shares being converted into the right to receive the Cash Consideration. 3.2.5. If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed "Shortfall Number"), then all Stock Election Form. None of Parent, BEPC, Acquisition Sub or the Exchange Agent Shares shall be under any obligation converted into the right to notify any person receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of any defect Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 3.2.7 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder (rounded to the nearest whole share) equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a completed fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election FormShares, with the remaining number of such holder's Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 3.2.7 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares held by such holder (rounded to the nearest whole share) equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder's Cash Election Shares being converted into the right to receive the Cash Consideration. 3.2.6. Notwithstanding anything in this Section 4.02 Article III to the contrary, the Exchange Agent maynumber of shares of WCBI Common Stock to be converted into the right to receive the Stock Consideration in the Merger shall not be less than that number which would cause the ratio of (i) the average of the high and low prices of PBI Common Stock on the Closing Date times the aggregate number of shares of PBI Common Stock to be issued as Stock Consideration pursuant to Section 3.1.3, to (ii) the sum of (A) the amount set forth in the preceding clause (i), (B) the Aggregate Cash Consideration to be issued pursuant to Section 3.1.3, (C) the number of Dissenting Shares times the per share Cash Consideration and (D) any other amounts received by a holder of WCBI stock prior to the Merger, either in a redemption of WCBI stock or in a distribution with respect to WCBI stock (but only to the written agreement extent such amount is treated as other property or money received in the exchange for purposes of BEPC and Acquisition SubCode Section 356, make any rules or procedures as are consistent with would be so treated if the WCBI shareholder also had received stock of PBI in exchange for stock owned by the shareholder in WCBI) to be 42.5% (if the number of Dissenting Shares is less than 5% of the outstanding shares of WCBI), 43.5% (if the number of Dissenting Shares is 5% or greater, but less than 10% of the outstanding shares of WCBI), or 45% (if the number of Dissenting Shares is 10% or more of the outstanding shares of WCBI). To the extent the application of this Section 4.02 for 3.2.6 results in the implementation number of Elections and shares of WCBI Common Stock to be converted into the revocation right to receive the Stock Consideration in the Merger being increased, the number of Elections such shares to be converted into the right to receive the Cash Consideration will be decreased by an equal number of shares. Notwithstanding the foregoing, PBI shall not be obligated to issue more than 7,910,000 shares of PBI Common Stock as shall be necessary or desirable to administer such ElectionsMerger Consideration.

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

Election Procedures. 3.2.1. Holders of FMBT Common Stock may elect to receive shares of PFS Common Stock or cash (ain either case without interest) in exchange for their shares of FMBT Common Stock in accordance with the following procedures, provided that, in the aggregate, and subject to the provisions of Section 3.2.6, 50% of the total number of shares of FMBT Common Stock issued and outstanding at the Effective Time, including any Dissenting Shares but excluding any Treasury Stock (the “Stock Conversion Number”), shall be converted into the Stock Consideration and the remaining outstanding shares of FMBT Common Stock shall be converted into the Cash Consideration. Shares of FMBT Common Stock as to which a Cash Election (including, pursuant to a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of FMBT Common Stock as to which a Stock Election has been made (including, pursuant to a Mixed Election) are referred to as “Stock Election Shares.” Shares of FMBT Common Stock as to which no election has been made (or as to which an Election Form is not returned properly completed) are referred to herein as “Non-Election Shares.” The aggregate number of shares of FMBT Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.” Any Dissenting Shares shall be deemed to be Cash Election Shares, and the holders thereof shall in no event receive consideration comprised of PFS Common Stock with respect to such shares. 3.2.2. An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible the Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) ), in such form as BEPC FMBT and Acquisition Sub PFS shall reasonably specify and as mutually agree (“Election Form”), shall be reasonably acceptable mailed not less than 20 business days but not more than 40 business days prior to the Company anticipated Effective Time or on such earlier date as PFS and FMBT shall mutually agree (the “Mailing Date”) to each holder of record of FMBT Common Stock as of five business days prior to the Mailing Date (the “Election FormForm Record Date”) shall be mailed to holders of Company Common Stock of record as of the record date for the Company Shareholders Meeting). As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately prior such holder, subject to the Election Deadline allocation and election procedures set forth in this Section 3.2, (i) to elect (an “Election”) to receive shares of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) Cash Consideration for all of the Eligible Company Shares shares of FMBT Common Stock held by such holder (a “Cash Election”), in accordance with Section 3.1.3, (ii) to elect to receive the Stock Consideration for all of such shares (a “Stock Election”), in accordance with Section 3.1.3, (iii) elect to receive the Stock Consideration for a part of such holder’s FMBT Common Stock and the Cash Consideration for the remaining part of such holder’s FMBT Common Stock (the “Cash/Stock Consideration”) (an election to receive the Cash/Stock Consideration is referred to as a “Mixed Election”), or (iv) to indicate that such record holder has no preference as to the receipt of cash or PFS Common Stock for such shares (a “Non-Election”). The holders A holder of any Eligible Company Shares record of shares of FMBT Common Stock who holds such shares as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of FMBT Common Stock held by such Representative for a particular beneficial owner. Any shares of FMBT Common Stock with respect to which the holder thereof shall not, as of the Election Deadline, have made an election by submission to the Exchange Agent has not received of an effective, properly completed Election Form shall be deemed Non-Election Shares. All Dissenting Shares shall be deemed shares subject to a Cash Election, and with respect to such shares the holders thereof shall in no event receive consideration comprised of PFS Common Stock, subject to Section 3.1.5 hereof. 3.2.3. To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City time, on the business 20th day immediately preceding following the Mailing Date (or such other time and date of the Company Shareholders Meeting as PFS and FMBT may mutually agree) (the “Election Deadline”) shall be deemed ); provided, however, that the Election Deadline may not to have made an Election. (c) BEPC and Acquisition Sub occur on or after the Closing Date. FMBT shall make available one up to two separate Election Forms, or more such additional Election Forms as PFS may reasonably be requested from time permit, to time by all persons who become holders (or beneficial owners) of Eligible Company Shares FMBT Common Stock between the record date for the Company Shareholders Meeting Election Form Record Date and the close of business on the business day prior to the Election Deadline, and the Company . FMBT shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (e) Any Election An election shall have been properly made only if (i) the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of FMBT Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If an FMBT stockholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline, the shares of FMBT Common Stock held by such stockholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the person submitting such Election has been made Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline pursuant Deadline. PFS shall cause the Certificate or Certificates relating to any revoked Election Form to be promptly returned without charge to the procedures set forth in person submitting the Election Form to the Exchange Agent. Subject to the terms of this Agreement and of the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive have discretion to determine when any election, modification or revocation is received and binding as to whether any such election, modification or not an Election shall have revocation has been properly made or revoked pursuant made. 3.2.4. If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and, subject to Section 3.2.7 hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration only with respect to that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election FormShares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration. 3.2.5. If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed “Shortfall Number”), then all Stock Election Form. None of Parent, BEPC, Acquisition Sub or the Exchange Agent Shares shall be under any obligation converted into the right to notify any person receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of any defect Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 3.2.7 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a completed fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election FormShares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 3.2.7 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration. 3.2.6. Notwithstanding anything in this Section 4.02 Article III to the contrary, if the Exchange Agent mayaggregate value of the Stock Consideration to be delivered as of the Effective Time less the amount of cash paid in lieu of fractional shares of PFS Common Stock pursuant to Section 3.2.7 (the “Stock Value”) is less than 42.5% of the sum of (i) the aggregate value of the Merger Consideration to be delivered as of the Effective Time, with plus (ii) the written agreement value of BEPC any consideration described in Treasury Regulations Section 1.368-1(e)(1)(ii), plus (iii) cash paid to holders of Dissenting Shares, plus (iv) the value of any consideration paid by PFS or any of its Subsidiaries (or any “related person” to PFS or any of its Subsidiaries within the meaning of Treasury Regulations Section 1.368-1(e)(3)) to acquire shares of FMBT Common Stock prior to the Effective Time (such sum, the “Aggregate Value”), then PFS may reduce the number of shares of outstanding FMBT Common Stock entitled to receive the Cash Consideration and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for correspondingly increase the implementation number of Elections and shares of FMBT Common Stock entitled to receive the revocation Stock Consideration by the minimum amount necessary to cause the Stock Value to equal 42.5% of Elections as shall be necessary or desirable to administer such Electionsthe Aggregate Value.

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

Election Procedures. Each holder of record of shares of Seller Common Stock, Seller Restricted Stock Unit Awards, Exception Shares and Deemed Converted 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(a) and 2.1 (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: Each Holder 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 Seller Common Stock, Seller Restricted Stock Unit Awards, Exception Shares and Deemed Converted 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 Seller Common Stock, Seller Restricted Stock Unit Awards, Exception Shares and Deemed Converted Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. Parent shall prepare a form and other reasonably acceptable to Seller, including appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such form as BEPC prepared by Parent and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable to the Company Seller (the “Election FormForm of Election”), so as to permit Holders to exercise their right to make an Election. (a) Parent (i) shall be mailed initially make available and mail the Form of Election not less than thirty (30) business days prior to holders of Company Common Stock the anticipated Election Deadline to Holders of record as of the record 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 for and the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be Election Deadline is referred to herein as the “Eligible Company SharesElection Period”. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately prior to the Election Deadline to elect (an “Election”) to receive shares of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the business day immediately preceding the date of the Company Shareholders Meeting (the “Election Deadline”) shall be deemed not to have made an Election. (c) BEPC and Acquisition Sub shall make available one or more Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible Company Shares between the record date for the Company Shareholders Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (e) Any Election shall have been made properly made only if (i) the Exchange Agent shall have received received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election Form relates or by the Election Deadline or (ii) an appropriate customary guarantee of delivery of such Election has been made at or prior to the Election Deadline pursuant to the procedures Old Certificates, as set forth in the Election Form. After an Election is validly made with respect to such Form of Election, from a member of any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked Deadline” means 5:00 p.m. local time (in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination city in which the principal office of the Exchange Agent is located) on the date that the parties shall be conclusive and binding agree is as near as practicable to whether or not an Election two (2) business days preceding the Closing Date. The Parties shall have been properly made or revoked pursuant cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election FormDeadline not more than twenty (20) business days before, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed Election Form. None of Parent, BEPC, Acquisition Sub or the Exchange Agent shall be under any obligation to notify any person of any defect in a completed Election Form. Notwithstanding anything in this Section 4.02 to the contraryat least ten (10) business days prior to, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such ElectionsElection Deadline.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates the certificates theretofore representing Seller Common Stock shall pass, only upon proper delivery of such Eligible Certificates certificates to an exchange agent designated by Buyer and reasonably acceptable to Seller (the "Exchange Agent")) in such form as BEPC Buyer and Acquisition Sub Seller shall reasonably specify and as shall be reasonably acceptable to the Company mutually agree (the “"Election Form”") shall be mailed approximately 25 days prior to holders the anticipated Effective Time or on such other date as Buyer and Seller shall mutually agree ("Mailing Date") to each holder of Company record of Seller Common Stock of record as of five business days prior to the record date Mailing Date ("Election Form Record Date"). Buyer shall determine the anticipated Effective Time (the "Anticipated Effective Time") in its sole discretion and the failure of the Effective Time to occur at the Anticipated Effective Time for purposes of this Section 1.08 shall not affect the Company Shareholders Meetingtime periods which are established for purposes of these election procedures; provided that the Effective Time occurs no later than 45 days following the Mailing Date. As used herein, shares All Election Forms will become revocable if the Effective Time has not occurred within 45 days of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”. (b) the Mailing Date. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately prior to the Election Deadline to elect (an “Election”) to receive shares Buyer Common Stock with respect to some or all of New York Company Class C such holder's Seller Common Stock (and"Stock Election Shares"), upon completion of the Parent Exchange, Parent LP Units) for to elect to receive cash with respect to some or all of the Eligible Company Shares held by such holder's Seller Common Stock ("Cash Election Shares") or to indicate that such holder makes no election ("No Election Shares"). The holders For purposes of any Eligible Company this Section 1.08, Dissenting Shares shall be treated as Cash Election Shares for purposes of this Section 1.08 but shall not be converted into the Per Share Stock Consideration or the Per Share Cash consideration except as provided in Section 1.11. Any Seller Common Stock with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, p.m. on the business 20th day immediately preceding following the Mailing Date (or such other time and date of the Company Shareholders Meeting as Buyer and Seller may mutually agree) (the “"Election Deadline”") shall be deemed not to have made an Electionbe "No Election Shares. (c) BEPC and Acquisition Sub " Buyer shall make available one or more Election Forms as may be reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible Company Shares Seller Common Stock between the record date for the Company Shareholders Meeting Election Form Record Date and the close of business on the business day prior to the Election Deadline, and the Company Seller shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. . Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates (dor customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of Seller 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 (i) at or prior to the Election Deadline with respect and (ii) so long as prior to the Eligible Company Shares subject thereto in accordance with Effective Time, at any time 45 days following the procedures set forth thereinMailing Date. If In the event an Election Form is revoked prior to the Election Deadline, the holder shares of Eligible Company Shares Seller Common Stock represented by such Election Form shall become No Election Shares and Buyer shall cause the certificates representing Seller Common Stock to be deemed promptly returned without charge to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in person submitting the Election Form prior upon written request to that effect from the person who submitted the Election Form, which person may then submit a new Election Form. Subject to the terms of this Agreement and of the Election Deadline. (e) Any Election shall have been properly made only if (i) Form, the Exchange Agent shall have received a properly completed Election Form by the Election Deadline reasonable discretion to determine whether any election, revocation or (ii) such Election change has been properly or timely made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed the Election FormForms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, BEPC, Acquisition Sub or Neither Buyer nor the Exchange Agent shall be under any obligation to notify any person of any defect in a completed an Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.

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

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible the Certificates or Book Entry-Shares shall pass, only upon proper delivery of such Eligible Certificates or an “agent’s message” with respect to such Book-Entry Shares, to the Exchange Agent) in such form as BEPC and Acquisition Sub Purchaser shall reasonably specify and as shall be reasonably acceptable to the Company (the “Election Form”) shall be mailed no later than two (2) Business Days after the Closing Date or on such other date as Purchaser and the Company shall mutually agree (the “Mailing Date”) to holders each holder of record of Company Common Stock of record as of the record date for close of business on the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as Closing Date (the “Eligible Company SharesElection Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to specify (i) the number of record of Eligible Company Shares as of immediately prior to the Election Deadline to elect (an “Election”) to receive shares of New York such holder’s Company Class C Common Stock with respect to which such holder makes a Stock/Cash Election and (and, upon completion ii) the number of the Parent Exchange, Parent LP Units) for all shares of the Eligible Company Shares held by such holder’s Company Common Stock with respect to which such holder makes a Cash Election. The holders Any shares of any Eligible Company Shares Common Stock with respect to which the Exchange Agent (as defined below) has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the business twentieth (20th) day immediately preceding following the Mailing Date (or such other time and date of as Purchaser and the Company Shareholders Meeting shall agree) (the “Election Deadline”) shall be deemed not to be “No Election Shares,” and the holders of such No Election Shares shall be deemed to have made an Electiona Stock/Cash Election with respect to such No Election Shares. (c) BEPC and Acquisition Sub Except as provided in the last sentence of Section 1.9(b), any election shall make available one or more have been properly made only if the Exchange Agent shall have actually received a properly completed Election Forms as may reasonably be requested from time to time Form by all persons who become holders (or beneficial owners) of Eligible Company Shares between the record date for the Company Shareholders Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) . Any Election Form may be revoked or changed by the Person submitting such Election Form, by written notice received by the Exchange Agent prior to the Election Deadline with respect to Deadline. In the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If event an Election Form is revoked prior to the Election Deadline, the holder shares of Eligible Company Shares Common Stock represented by such Election Form shall be deemed become No Election Shares, except to have made no Election, unless the extent a subsequent Election election is submitted by the holder properly made with respect to any or all of such Eligible shares of Company Shares in accordance with the procedures set forth in the Election Form Common Stock prior to the Election Deadline. (e) Any . Subject to the terms of this Agreement and of the Election shall have been properly made only if (i) Form, the Exchange Agent shall have received a properly completed Election Form by the Election Deadline reasonable discretion to determine whether any election, revocation or (ii) such Election change has been properly or timely made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed the Election FormForms, and any good-faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, BEPCPurchaser, Acquisition Sub Merger Sub, the Company or the Exchange Agent shall be under any obligation to notify any person Person of any defect in a completed an Election Form. Notwithstanding anything in this Section 4.02 to the contrary, . (d) Purchaser shall cause the Exchange Agent may, to promptly coordinate with Independence Trust Company (the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 “Trustee”) for the implementation further distribution of Elections Election Forms to participants and beneficiaries under the Company’s Employee Stock Ownership Plan (as amended and restated), effective January 1, 2002 (the “ESOP”), and the revocation mailing and receipt of Elections as shall be necessary or desirable Election Forms with respect to administer such Electionsshares of Company Common Stock held in the name of Trustee under the ESOP for the benefit of participants thereunder.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such form as BEPC a bank or trust company designated by Buyer and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable satisfactory to the Company (the “Exchange Agent”)) in such form as the Company and Buyer shall mutually agree (the “Election Form”) ), shall be mailed no less than 20 Business Days prior to holders the anticipated Closing Date or such other date as the Company and Buyer shall mutually agree (the “Mailing Date”) to each holder of record of Company Common Stock as of five Business Days prior to the Mailing Date. Each Election Form shall permit the holder of record as of Company Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to (i) elect to receive the Cash Consideration for all or a portion of such holder’s shares (a “Cash Election”), (ii) elect to receive the Stock Consideration for all or a portion of such holder’s shares (a “Stock Election”), or (iii) make no election with respect to the receipt of the record date for Cash Consideration or the Company Shareholders Meeting. As used hereinStock Consideration (a “Non-Election”); provided, however, that, notwithstanding any other provision of this Agreement to the contrary, but subject to Section 2.5, eighty-five percent (85%) of the shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder immediately prior to the Effective Time (the “Stock Conversion Number”) shall be converted into the Stock Consideration and the remaining shares of Company Common Stock shall be converted into the Cash Consideration. A record holder acting in different capacities or acting on behalf of other Persons (as defined in Section 9.3) in any way will be entitled to submit an Election Form for each capacity in which such record holder so acts with respect to each Person for which it so acts. Shares of Company Common Stock as to which a Cash Election has been made are referred to herein as “Eligible Cash Election Shares.” Shares of Company Common Stock as to which a Stock Election has been made are referred to herein as “Stock Election Shares.” Shares of Company Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Company Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.”. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately prior to the Election Deadline to elect (an “Election”) to receive shares of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares with respect to which the Exchange Agent has not received an To be effective, a properly completed Election Form shall be received by the Exchange Agent on or before 5:00 p.m., New York timeEastern Time, on the business 25th day immediately preceding following the Mailing Date (or such other time and date of as mutually agreed upon by the Company Shareholders Meeting parties (which date shall be publicly announced by Buyer as soon as practicable prior to such date)) (the “Election Deadline”) shall be deemed not ), accompanied by the Certificates as to have which such Election Form is being made or by an Election. (c) BEPC and Acquisition Sub shall make available one or more Election Forms appropriate guarantee of delivery of such Certificates, as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible Company Shares between the record date for the Company Shareholders Meeting and the close of business on the business day prior to set forth in the Election DeadlineForm, and from a member of any registered national securities exchange or a commercial bank or trust company in the Company shall provide United States (provided, however, that such Certificates are in fact delivered to the Exchange Agent all information reasonably necessary for it by the time required in such guarantee of delivery; failure to perform as specified herein. deliver shares of Company Common Stock covered by such guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made election, unless otherwise determined by Buyer, in its sole discretion). If a holder of Company Common Stock either (di) Any does not submit a properly completed Election Form may be revoked in a timely fashion or (ii) revokes the holder’s Election Form prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless (without later submitting a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the properly completed Election Form prior to the Election Deadline. (e) Any ), the shares of Company Common Stock held by such holder shall be designated Non-Election shall have been properly made only if (i) Shares. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have received a properly completed Election Form by the Election Deadline reasonable discretion to determine whether any election, revocation or (ii) such Election change has been properly or timely made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed any Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, BEPC, Acquisition Sub or Neither Buyer nor the Exchange Agent shall be under any obligation to notify any person Person of any defect in a completed an Election Form. Notwithstanding anything . (c) Subject to Section 1.11, the allocation among the holders of shares of Company Common Stock of rights to receive the Cash Consideration and the Stock Consideration will be made as set forth in this Section 4.02 to the contrary, 2.4(c) (with the Exchange Agent mayto determine, consistent with Section 2.4(a), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down). (i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and, subject to Section 2.3 hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the written agreement remaining number of BEPC and Acquisition Subsuch holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; (ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), make any rules or procedures as are consistent with this Section 4.02 for then all Stock Election Shares shall be converted into the implementation of Elections right to receive the Stock Consideration and the revocation of Elections as Non-Election Shares and the Cash Election Shares shall be necessary treated in the following manner: (A) if the Shortfall Number is less than or desirable equal to administer the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.3 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such Electionsholder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 2.3 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.

Election Procedures. Each holder of record of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, and (each holder of Company Restricted Shares (any of the foregoing, a “Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election on or prior to the Election Deadline in accordance with the following procedures: (a) An election Each Holder may specify in a request made in accordance with the provisions of this Section 3.3 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (b) Parent shall prepare a form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such form as BEPC and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable to the Company (the “Election FormForm of Election”) ), which shall be mailed by the Company to record holders of Company Common Stock and delivered to holders of Company Restricted Shares so as to permit those Holders to exercise their right to make an Election prior to the Election Deadline. (c) The Company shall mail or cause to be mailed or delivered, as applicable, the Form of Election to record holders of Common Stock and holders of Company Restricted Shares as of the record date for the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and Stockholder Meeting not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”. less than twenty (b20) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately Business Days prior to the anticipated Election Deadline to elect (an “Election”) to receive shares of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the business day immediately preceding the date of the Company Shareholders Meeting (the “Election DeadlineMailing Date”) shall be deemed not to have made an Election. (c) BEPC and Acquisition Sub ). Parent shall make available one or more Forms of Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible record of Company Shares between Common Stock during the period following the record date for the Company Shareholders Stockholder Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (ed) 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 Election shall have been made properly made only if (i) the Exchange Agent shall have received a properly completed Election Form received, by the Election Deadline Deadline, a Form of Election properly completed and signed and accompanied by Certificates representing the shares of Company Common Stock to which such Form of Election relates, duly endorsed in blank or (ii) such Election has been made at or prior to the Election Deadline pursuant to the procedures set forth otherwise in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made form acceptable for transfer on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed Election Form. None of Parent, BEPC, Acquisition Sub or the Exchange Agent shall be under any obligation to notify any person of any defect in a completed Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.or

Election Procedures. (a) An election form Election forms and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates the certificates theretofore representing Target Holding Company Common Stock ("Certificates") shall pass, only upon proper delivery of such Eligible Certificates to an exchange agent designated by the Bank (the "Exchange Agent")) in such form as BEPC the Bank and Acquisition Sub Target Holding Company shall reasonably specify and as shall be reasonably acceptable to the Company mutually agree (the “"Election Form”Forms") shall be mailed 30 days prior to holders the anticipated Effective Time or on such other earlier date as Target Holding Company and the Bank shall mutually agree ("Mailing Date") to each holder of record of Target Holding Company Common Stock of record as of five business days prior to the record date for the Company Shareholders MeetingMailing Date ("Election Form Record Date"). As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately prior to the Election Deadline either (i) to elect (an “Election”) to receive shares of New York only Bank Common Stock with respect to such holder's Target Holding Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units"Stock Election Shares"); (ii) for all of the Eligible Company Shares held by to elect to receive only cash with respect to such holder's Target Holding Company Common Stock ("Cash Election Shares"); or (iii) to indicate that such holder makes no election ("No Election Shares"). The holders of any Eligible Dissenting Shares (as defined below) shall be treated as No Election Shares. Any Target Holding Company Shares Common Stock with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, p.m. on the business 25th day immediately preceding following the Mailing Date (or such other time and date of as the Bank and Target Holding Company Shareholders Meeting may mutually agree) (the “"Election Deadline”") shall also be deemed to be No Election Shares. 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 not to have made an Election. (c) BEPC and Acquisition Sub shall make available properly completed only if accompanied by one or more Election Forms as may reasonably be requested from time to time by all persons who become holders Certificates (or beneficial ownerscustomary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Eligible Target Holding Company Shares between the record date for the Company Shareholders Meeting and the close of business on the business day prior to Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Form. Any Election Form may be revoked or changed by the person submitting such Election Form at or prior to the Election Deadline with respect to Deadline. In the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If event an Election Form is revoked prior to the Election Deadline, the holder shares of Eligible Target Holding Company Shares Common Stock represented by such Election Form shall become No Election Shares and the Bank shall cause the Certificates to be deemed promptly returned without charge to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in person submitting the Election Form prior upon written request to that effect from the person who submitted the Election Form. Subject to the terms of this Agreement and of the Election Deadline. (e) Any Election shall have been properly made only if (i) Form, the Exchange Agent shall have received a properly completed Election Form by the Election Deadline reasonable discretion to determine whether any election, revocation or (ii) such Election change has been properly or timely made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed the Election FormForms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, BEPC, Acquisition Sub or Neither Bank nor the Exchange Agent shall be under any obligation to notify any person of any defect in a completed an Election Form. Notwithstanding anything Within five business days after the Election Deadline, unless the Effective Time has not yet occurred, in this Section 4.02 to which case as soon after the contraryEffective Time as practicable, the Bank shall cause the Exchange Agent may, to effect the allocation among the holders of Target Holding Company Common Stock of rights to receive Bank Common Stock and/or cash in the Merger in accordance with the written agreement of BEPC and Acquisition SubElection Forms, make any rules or procedures as are consistent with this Section 4.02 for subject to the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Electionsfollowing procedures.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates certificates evidencing shares of Company Common Stock (the "Certificates") shall pass, only upon proper delivery of such Eligible Certificates to an unaffiliated bank or trust company designated by Parent and reasonably satisfactory to the Company (the "Exchange Agent")) in such form as BEPC and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable to the Company and Parent shall mutually agree (the “"Election Form”) "), shall be mailed no later than 15 days prior to holders the anticipated Effective Time or on such earlier date as Parent and the Company may mutually agree (the "Mailing Date") to each holder of record of Company Common Stock as of five Business Days prior to the Mailing Date (the "Election Form Record Date"). Each Election Form shall permit each holder of record of Company Common Stock as of the Election Form Record Date (or in the case of nominee record date holders, the beneficial owner through proper instructions and documentation) to (i) elect to receive the Cash Consideration for all of such holder's shares (a "Cash Election"), (ii) elect to receive the Company Shareholders Meeting. As used hereinStock Consideration for all of such holder's shares (a "Stock Election"), (iii) elect to receive the Cash Consideration with respect to some of such holder's shares and the Stock Consideration with respect to such holder's remaining shares (a "Mixed Election") or (iv) make no election the receipt of the Cash Consideration or the Stock Consideration (a "Non-Election"), provided that, notwithstanding any other provision of this Agreement, other than paragraph (e) of this Section 3.02, 50% of the total number of shares of Company Common Stock issued and outstanding at the Effective Time, including any Dissenting Shares but excluding any Treasury Stock (the "Stock Conversion Number"), shall be converted into the Stock Consideration and not the remaining outstanding shares of Company Common Stock shall be converted into the Cash Consideration. Holders of record of shares of Company Common Stock who hold such shares as nominees, trustees or in other representative capacities (a "Representative") may submit multiple Election Forms, provided that such Representative certifies that each such Election Form covers all the shares of Company Common Stock held by any Parent Stockholder that Representative for a particular beneficial owner. Shares of Company Common 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 Company Common Stock as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as "Stock Election Shares." Shares of Company Common Stock as to which no election has been made are referred to herein as "Non-Election Shares." The aggregate number of shares of Company Common Stock with respect to which a Stock Election has been made is referred to herein as the "Stock Election Number." Any Dissenting Shares shall be referred deemed to as “Eligible Company be Cash Election Shares”, and with respect to such shares the holders thereof shall in no event receive consideration comprised of Parent Common Stock. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately prior to the Election Deadline to elect (an “Election”) to receive shares of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares with respect to which the Exchange Agent has not received an To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City time, on the business 20th calendar day immediately preceding following but not including the Mailing Date (or such other time and date of as Parent and the Company Shareholders Meeting may mutually agree) (the “"Election Deadline”) shall be deemed not to have made an Election"). (c) BEPC and Acquisition Sub An Election Form shall make available be deemed properly completed only if accompanied by one or more Election Forms as may reasonably be requested from time to time by all persons who become holders Certificates (or beneficial ownerscustomary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Eligible Company Shares between the record date for the Company Shareholders Meeting and the close of business on the business day prior to Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Deadline, and the Form. If a holder of Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. Common Stock either (di) Any does not submit a properly completed Election Form may be revoked prior to in a timely fashion or (ii) revokes the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an holder's Election Form is revoked prior to the Election Deadline, the holder shares of Eligible Company Shares represented Common Stock held by such Election Form holder shall be deemed designated Non-Election Shares. Parent shall cause the Certificates described in clause (ii) of the immediately preceding sentence to have made no Election, unless a subsequent Election is submitted by be promptly returned without charge to the holder of such Eligible Company Shares in accordance with the procedures set forth in Person submitting the Election Form prior upon written request to that effect from the Person who submitted the Election Form. Subject to the terms of this Agreement and of the Election Deadline. (e) Any Election shall have been properly made only if (i) Form, the Exchange Agent shall have received a properly completed Election Form by the Election Deadline reasonable discretion to determine whether any election, revocation or (ii) such Election change has been properly or timely made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed any Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, BEPC, Acquisition Sub or Neither Parent nor the Exchange Agent shall be under any obligation to notify any person Person of any defect in a completed an Election Form. Notwithstanding anything in this Section 4.02 . (d) Within five Business Days after the later to occur of the contraryElection Deadline or the Effective Time, Parent shall cause the Exchange Agent mayto effect the allocation among holders of Company Common Stock of rights to receive the Cash Consideration and the Stock Consideration 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 each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the written agreement remaining number of BEPC and Acquisition Subsuch holder's Stock Election Shares being converted into the right to receive the Cash Consideration; (ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the "Shortfall Number"), make any rules or procedures as are consistent with this Section 4.02 for then all Stock Election Shares shall be converted into the implementation of Elections right to receive the Stock Consideration and the revocation of Elections as Non-Election Shares and 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 each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non- Election Shares equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder's Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non- election Shares, then 13 all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares 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. (e) If the tax opinion referred to in Section 7.01(f) cannot be rendered because the counsel or auditors charged with providing such opinion reasonably determines that the Merger may not satisfy the continuity of interest requirements applicable to reorganizations under Section 368(a) of the Code, then Parent shall reduce the number of shares of Company Common Stock entitled to receive the Cash Consideration and correspondingly increase the number of shares of Company Common Stock entitled to receive the Stock Consideration by the minimum amount necessary or desirable to administer enable such Electionstax opinion to be rendered.

Election Procedures. An Election Form, together with a letter of transmittal and instructions for use in effecting the surrender of the PBI Certificates in exchange for the Merger Consideration (a) An election form the “Letter of Transmittal”), and any other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible the PBI Certificates shall pass, only upon proper delivery of such Eligible PBI Certificates to the Exchange Agent) in such form as BEPC and Acquisition Sub shall reasonably specify and as ), shall be reasonably acceptable mailed no more than 40 Business Days and no less than 20 Business Days prior to the Company anticipated Effective Date or on such earlier date as HBI and PBI shall mutually agree (the “Mailing Date”), to each holder of record of PBI Common Stock as of five Business Days prior to the Mailing Date (the “Election FormForm Record Date”), pursuant to which PBI Common Stockholders will: (i) shall be mailed Elect to holders of Company receive the Per Share Common Stock Consideration with respect to all or a portion of record as of the record date for the Company Shareholders Meeting. As used herein, their shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately prior to the Election Deadline to elect (an “Election”) to receive shares of New York Company Class C PBI Common Stock (andcollectively, upon completion of the Parent Exchange, Parent LP Units“Common Stock Election Shares”); (ii) for all of Elect to receive the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares Per Share Cash Consideration with respect to which all or a portion of their shares of PBI Common Stock (collectively, the “Cash Election Shares”); or (iii) Make a Non-Election with respect to their shares of PBI Common Stock. Nominee record holders who hold PBI Common Stock on behalf of multiple beneficial owners shall be required to indicate how many of the shares held by them are Common Stock Election Shares, Cash Election Shares and No-Election Shares. HBI and PBI shall direct the Exchange Agent has not received an effective, properly completed to make the Election Form on or before 5:00 p.m., New York time, on the business day immediately preceding the date of the Company Shareholders Meeting (the “Election Deadline”) shall be deemed not available to have made an Election. (c) BEPC and Acquisition Sub shall make available one or more Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible Company Shares PBI Common Stock during the period between the record date for the Company Shareholders Meeting Election Form Record Date and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any Election Form may be revoked Business Day prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by upon such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadlineholders’ request. (e) Any Election shall have been properly made only if (i) the Exchange Agent shall have received a properly completed Election Form by the Election Deadline or (ii) such Election has been made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed Election Form. None of Parent, BEPC, Acquisition Sub or the Exchange Agent shall be under any obligation to notify any person of any defect in a completed Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.

Election Procedures. (a) Holders of Greensburg Bancshares Common Stock may elect to receive shares of First Guaranty Bancshares Common Stock or cash (in either case without interest) in exchange for their shares of Greensburg Bancshares Common Stock in accordance with the procedures set forth herein (b) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible the Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) ), in such form as BEPC Greensburg Bancshares and Acquisition Sub First Guaranty Bancshares shall reasonably specify and as mutually agree (“Election Form”), shall be reasonably acceptable mailed no more than 40 Business Days and no less than 20 Business Days prior to the Company anticipated Merger Effective Date or on such earlier date as First Guaranty Bancshares and Greensburg Bancshares shall mutually agree (the “Mailing Date”) to each holder of record of Greensburg Bancshares Common Stock as of five Business Days prior to the Mailing Date (the “Election FormForm Record Date”) shall be mailed to holders of Company Common Stock of record as of the record date for the Company Shareholders Meeting). As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”. (b) Each Election Form shall permit the holder such holder, (or the beneficial owner through appropriate and customary documentation and instructionsi) of record of Eligible Company Shares as of immediately prior to the Election Deadline to elect (an “Election”) to receive shares of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) Cash Consideration for all of the Eligible Company Shares shares of Greensburg Bancshares Common Stock held by such holder, in accordance with Section 2.02(c)(i), (ii) to elect to receive the Stock Consideration for all of such shares, in accordance with Section 2.02(c)(ii), (iii) to elect to receive the Stock Consideration for a part of such holder’s Greensburg Bancshares Common Stock and the Cash Consideration for the remaining part of such holder’s Greensburg Bancshares Common Stock in accordance with Section 2.02(c)(iii), or (iv) to indicate that such record holder has no preference as to the receipt of Cash Consideration or Stock Consideration for such shares. The holders A holder of any Eligible Company Shares record of shares of Greensburg Bancshares Common Stock who holds such shares as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of Greensburg Bancshares Common Stock held by such Representative for a particular beneficial owner. Any shares of Greensburg Bancshares Common Stock with respect to which the holder thereof shall not, as of the Election Deadline, have made an election by submission to the Exchange Agent has not received of an effective, properly completed Election Form shall be deemed Non-Election Shares. The Election Form will advise Stockholders to consult with their tax advisors prior to making an election as to the form of Merger Consideration to receive. (c) To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York Orleans time, on the business 25th day immediately preceding following the Mailing Date (or such other time and date of the Company Shareholders Meeting as First Guaranty Bancshares and Greensburg Bancshares may mutually agree) (the “Election Deadline”) ); provided, however, that the Election Deadline may not occur on or after the Closing Date. Greensburg Bancshares shall be deemed not use its reasonable best efforts to have made an Election. (c) BEPC and Acquisition Sub shall make available one up to two separate Election Forms, or more such additional Election Forms as First Guaranty Bancshares may reasonably be requested from time permit, to time by all persons who become holders (or beneficial owners) of Eligible Company Shares Greensburg Bancshares Common Stock between the record date for the Company Shareholders Meeting Election Form Record Date and the close of business on the business day Business Day prior to the Election Deadline, and the Company . Greensburg Bancshares shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (e) Any Election An election shall have been properly made only if (i) the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Greensburg Bancshares Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If a Greensburg Bancshares shareholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline (without later submitting a properly completed Election Form prior to the Election Deadline), the shares of Greensburg Bancshares Common Stock held by such shareholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the person submitting such Election has been made Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline pursuant Deadline. First Guaranty Bancshares shall cause the Certificate or Certificates relating to any revoked Election Form to be promptly returned without charge to the procedures set forth in person submitting the Election Form to the Exchange Agent. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have discretion to determine when any election, modification or revocation is received and whether any such election, modification or revocation has been properly made. After an Election All Elections shall be revoked automatically if the Exchange Agent is validly made notified in writing by First Guaranty Bancshares or Greensburg Bancshares, upon exercise by First Guaranty Bancshares or Greensburg Bancshares of its respective or their mutual rights to terminate this Agreement to the extent provided under Article VII, that this Agreement has been terminated in accordance with Article VII. (d) Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of First Guaranty Bancshares Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution with respect to First Guaranty Bancshares Common Stock shall be payable on or with respect to any Eligible Company Sharesfractional share interest, no further registration and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of transfers a shareholder of First Guaranty Bancshares. In lieu of the issuance of any such Eligible Company Shares fractional share, First Guaranty Bancshares shall pay to each former holder of Greensburg Bancshares Common Stock who otherwise would be entitled to receive a fractional share of First Guaranty Bancshares Common Stock, an amount in cash, rounded to the nearest cent and without interest, equal to the product of (i) the fraction of a share to which such holder would otherwise have been entitled and (ii) $18.62. For purposes of determining any fractional share interest, all shares of Greensburg Bancshares Common Stock owned by a Greensburg Bancshares shareholder shall be made on combined so as to calculate the transfer books maximum number of the Company unless and until whole shares of First Guaranty Bancshares Common Stock issuable to such Election is properly revoked Greensburg Bancshares shareholder. (e) The Surviving Corporation shall pay for any Dissenters’ Shares in accordance with Section 12:131 of the procedures set forth in LBCL, and the Election Form. In holders thereof shall not be entitled to receive any Merger Consideration; provided, that if appraisal rights under Section 12:131 of the event LBCL with respect to any Election is made by a beneficial owner of Eligible Company SharesDissenters’ Shares shall have been effectively withdrawn or lost, such Election shares will thereupon cease to be treated as Dissenters’ Shares and shall be deemed automatically revoked in converted into the event of any transfer of such beneficial ownershipright to receive the Merger Consideration pursuant to Section 2.02. (f) The reasonable good faith determination holders of Certificates (immediately prior to the Exchange Agent Merger) representing shares of Greensburg Bancshares Common Stock (any such certificate being hereinafter referred to as a “Certificate”) shall be conclusive and binding cease to have any rights as to whether or not an Election shall stockholders of Greensburg Bancshares, except such rights, if any, as they may have been properly made or revoked pursuant to applicable law and this Agreement, including the Election Form, right to receive the Merger Consideration with respect to the shares represented by such Certificate. (g) The shares of First Guaranty Bancshares Common Stock to be issued as Merger Consideration to when Elections and revocations holders of Elections were received by Greensburg Bancshares Common Stock in the Exchange Agent and as to whether to disregard immaterial defects in a completed Election Form. None of Parent, BEPC, Acquisition Sub Merger will not be registered under the Securities Act or the Exchange Agent shall be registered or qualified for sale under any obligation to notify any person of any defect state securities Law and cannot be resold without registration or an exemption under the Securities Act. Such shares will therefore be “restricted securities” as defined in Rule 144 under the Securities Act. Each certificate representing First Guaranty Bancshares Common Stock issued in the Merger shall bear a completed Election Form. Notwithstanding anything in this Section 4.02 to restrictive legend referencing the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such ElectionsSecurities Act.

Election Procedures. (ai) An election form Election forms (the "Election Forms"), letters of transmittal, instructions and other appropriate and customary transmittal materials (collectively, the "Election Materials"), which shall specify that delivery shall be effected, and risk of loss and title to Eligible the Company Share Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange AgentAgent appointed by Parent pursuant to Section 2.03(a) hereof, in such form as BEPC Parent and Acquisition Sub Company shall reasonably specify and as shall be reasonably acceptable to the Company (the “Election Form”) mutually agree upon, shall be mailed 30 days prior to holders the anticipated Effective Time of the Merger or on such other earlier date as Parent and Company shall mutually agree upon (the "Mailing Date") to each Company Shareholder who is a record holder of Company Common Stock of record as of five (5) business days prior to the record date for Mailing Date (the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”"Election Form Record Date"). (bii) Each Election Form shall permit the holder Company Shareholder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately prior to the Election Deadline either: (A) to elect (an “Election”) to receive shares of New York only Per Share Stock Consideration with respect to such Company Class C Shareholder's Company Common Stock (and"Stock Election Shares"); (B) to elect to receive only Per Share Cash Consideration with respect to such Company Shareholder's Company Common Stock ("Cash Election Shares"); (C) to elect to receive a combination of Per Share Stock Consideration and Per Share Cash Consideration with respect to such Company Shareholder's Company Common Stock ("Mixed Election Shares" and in each case of Mixed Election Shares, upon completion the shares of Company Common Stock elected to be converted into the Parent Exchange, Parent LP Unitsright to receive Per Share Stock Consideration being hereinafter referred to as "Mixed Stock Shares" and the shares of Company Common Stock elected to be converted into the right to receive Per Share Cash Consideration being hereinafter referred to as "Mixed Cash Shares"); or (D) to indicate that such Company Shareholder makes no election ("No Election Shares"). Dissenting Shares (as defined below) shall be treated as Cash Election Shares for all purposes of this Section but shall not be converted into the Eligible right to receive the Per Share Cash Consideration except as provided in Section 2.01(g). (iii) Any Company Shares held by such holder. The holders of any Eligible Company Shares Common Stock with respect to which the Company Shareholder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, p.m. on the business 25th day immediately preceding following the Mailing Date (or such other time and date of as Parent and the Company Shareholders Meeting may mutually agree) (the “"Election Deadline”") shall also be deemed not to have made an Electionbe "No Election Shares." (civ) BEPC and Acquisition Sub The Exchange Agent shall make available one up to two (2) separate sets of Election Materials, or more such additional sets of Election Forms Materials as the Exchange Agent in its sole discretion may reasonably be requested from time permit, to time by all persons who become holders (or beneficial owners) of Eligible Company Shares Common Stock between the record date for the Company Shareholders Meeting Election Form Record Date and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (dv) 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 Company Share Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Company Share Certificates or the guaranteed delivery of such Company Share Certificates) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Materials. Any Election Form may be revoked or changed by the person submitting such Election Form at or prior to the Election Deadline with respect to Deadline. In the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If event an Election Form is revoked prior to the Election Deadline, the holder shares of Eligible Company Shares Common Stock represented by such Election Form shall become No Election Shares and Parent shall cause the Company Share Certificates to be deemed promptly returned without charge to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in person submitting the Election Form prior upon written request to that effect from the person who submitted the Election Form. Subject to the terms of this Agreement and of the Election Deadline. (e) Any Election shall have been properly made only if (i) Form, the Exchange Agent shall have received a properly completed Election Form by the Election Deadline reasonable discretion to determine whether any election, revocation or (ii) such Election change has been properly or timely made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed the Election FormForms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, BEPC, Acquisition Sub or Neither Parent nor the Exchange Agent shall be under any obligation to notify any person of any defect in a completed an Election Form. Notwithstanding anything . (vi) Within five (5) business days after the Election Deadline, unless the Effective Time of the Merger has not yet occurred, in this Section 4.02 to the contrarywhich case as soon thereafter as practicable, Parent shall cause the Exchange Agent mayto effect the allocation among the Company Shareholders of rights to receive Per Share Stock Consideration or Per Share Cash Consideration in the Merger, in accordance with the written agreement of BEPC and Acquisition SubElection Forms, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.follows:

Election Procedures. (a) An Holders of Fidelity Common Stock may elect to receive shares of National City Common Stock or cash (in either case without interest) in exchange for their shares of Fidelity Common Stock in accordance with the following procedures. Holders of Certificates representing more than one share of Fidelity Common Stock may elect to receive Stock Consideration for some of their shares and Cash Consideration for the balance of their shares. Shares of Fidelity Common Stock as to which Cash Consideration has been made are referred to herein as "Cash Election Shares". Shares of Fidelity Common Stock as to which a Stock Consideration has been made are referred to as "Stock Election Shares". Shares of Fidelity Common Stock as to which no election has been made (or as to which an Election Form is not properly returned or timely completed) are referred to herein as "No-Election Shares". The aggregate number of shares of Fidelity Common Stock with respect to which a Stock Election has been made is referred to herein as the "Stock Election Number". Any Dissenting Shares shall be deemed to be Cash Election Shares and the holders thereof shall in no event receive consideration comprised of National City Common Stock with respect to such shares. (b) National City shall appoint National City Bank, or such other Person with whom National City may enter into an agreement (the "Exchange Agent"), whereby the Exchange Agent shall agree to act as agent for purposes of mailing and receiving Election Forms, tabulating the results and distributing consideration to Fidelity's stockholders in exchange for certificates that immediately prior to the Effective Time evidenced shares of Fidelity Common Stock ("Old Certificates") for the Merger Consideration. The Exchange Agent shall mail an election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates an Old Certificate shall pass, only upon proper delivery of such Eligible Certificates Old Certificate to the Exchange Agent) ), in such form as BEPC Fidelity and Acquisition Sub National City shall reasonably specify and as shall be reasonably acceptable mutually agree (the "Election Form"), no later than fifteen (15) Business Days prior to the Company anticipated Effective Time or on such earlier date as National City and Fidelity may mutually agree (the “"Mailing Date") to each holder of record of Fidelity Common Stock as of five (5) Business Days prior to the Mailing Date (the "Election Form”) shall Form Record Date"); provided, however, that Election Forms need not be mailed prior to the receipt of required approvals of Government Authorities (exclusive of the expiration or termination of statutory waiting periods). The Exchange Agent shall make available an additional Election Form to all Persons who become record holders of Company Fidelity Common Stock of record as of between the record date for Election Form Record Date and the Company Shareholders MeetingElection Deadline. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”. (b) Each Election Form shall permit such holder, subject to the allocation and election procedures set forth in Section 3.3, (i) to elect to receive the Cash Consideration for all of the shares of Fidelity Common Stock held by such holder, in accordance with Section 3.1(a)(iii), (ii) to elect to receive the Stock Consideration for all of such shares (a "Stock Election"), in accordance with Section 3.1(iii), (iii) to elect to receive the Stock Consideration for a part of such holder's Fidelity Common Stock, or (iv) to indicate that such record holder has no preference as to the recipient of cash or National City Common Stock for such shares, which shall be deemed to be No-Election Shares. All Dissenting Shares shall be deemed shares subject to a Cash Election, and with respect to such shares the holders thereof shall in no event receive consideration comprised of National City Common Stock. (c) To be effective, a properly completed and executed Election Form shall be submitted to the Exchange Agent on or before 4:00 p.m., Cleveland, Ohio time, on a date to be decided by National City and reasonably acceptable to Fidelity (which date shall not be earlier than fifteen (15) Business Days after the Mailing Date and no later than the Effective Time) (the "Election Deadline"). An election by a holder of shares of Fidelity Common Stock shall be validly made only if the Exchange Agent shall have received an Election Form properly completed and executed (with the signature or signatures thereon guaranteed as required by the Election Form) by such stockholder accompanied either by the Old Certificate(s) representing all shares of Fidelity Common Stock owned by such stockholder, duly endorsed in blank or otherwise in form acceptable for transfer on the books of Fidelity, or by an appropriate guaranty of delivery in the form customarily used in transactions of this nature from a member of a national securities exchange or a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States. National City shall have the right to make reasonable determinations and to establish reasonable procedures (not inconsistent with the terms of this Agreement) in guiding the Exchange Agent in its determination as to validity of Election Forms. (d) Two or more holders of shares of Fidelity Common Stock who are determined to constructively own the shares of Fidelity Common Stock owned by each other by virtue of Section 318(a) of the Code and who so certify to National City's satisfaction, and any single holder of shares of Fidelity Common Stock who holds his or her shares in two or more different names and who so certifies to National City's satisfaction, may submit a joint Election Form covering the aggregate shares of Fidelity Common Stock owned by all such holders or by such single holder as the case may be. For all purposes of this Agreement, each such group of holders, and each such single holder, who submits a joint Election Form shall be treated as a single holder of shares of Fidelity Common Stock. (e) Record holders of shares of Fidelity Common Stock who are nominees may submit a separate Election Form for each beneficial owner for whom such record holder is a nominee; provided, however, that on the request of National City, such record holder shall certify to the satisfaction of National City that such record holder holds such shares of Fidelity Common Stock as nominee for the beneficial owner through appropriate and customary documentation and instructionsthereof. For purposes of this Agreement, each beneficial owner for which an Election Form is submitted will be treated as a separate holder of shares of Fidelity Common Stock, subject, however, to Section 3.2(d) above dealing with joint Election Forms. (f) Any holder of record shares of Eligible Company Shares as of immediately Fidelity Common Stock who has made an election by submitting an Election Form to the Exchange Agent may at any time prior to the Election Deadline to elect (an “Election”) to receive shares of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by change such holder. The holders of any Eligible Company Shares with respect to which 's election by submitting a revised Election Form, properly completed and signed, that is received by the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on prior to the business day immediately preceding the date of the Company Shareholders Meeting (the “Election Deadline”. Any holder of shares of Fidelity Common Stock may at any time prior to the Election Deadline revoke his or her election and withdraw his or her Old Certificate(s) shall be deemed not for shares of Fidelity Common Stock deposited with the Exchange Agent by written notice to have made an Election. (c) BEPC and Acquisition Sub shall make available one or more Election Forms as may reasonably be requested from time to time the Exchange Agent received by all persons who become holders (or beneficial owners) of Eligible Company Shares between the record date for the Company Shareholders Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form Business Day prior to the Election Deadline. (eg) Any Election In the event of the termination of this Agreement after holders of shares of Fidelity Common Stock have deposited their Old Certificate(s) with the Exchange Agent, National City and Fidelity shall have been properly made only if (i) jointly and promptly instruct the Exchange Agent shall have received a properly completed Election Form by the Election Deadline or (ii) such Election has been made at or prior to return all Old Certificates to the Election Deadline pursuant Persons who deposited the same. Holders of shares of Fidelity Common Stock shall continue to have the procedures set forth in the Election Form. After an Election is validly made right to vote and to receive all dividends paid on shares of Fidelity Common Stock deposited by them with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to until the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed Election Form. None of Parent, BEPC, Acquisition Sub or the Exchange Agent shall be under any obligation to notify any person of any defect in a completed Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such ElectionsEffective Time.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such form as BEPC MTR and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable to the Company shall mutually agree (the “Election Form”) shall be mailed thirty-five (35) days prior to holders the anticipated Closing Date or on such other date as MTR and the Company shall mutually agree (the “Mailing Date”) to each holder of Company record of MTR Common Stock of record as of the record date for close of business on the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred fifth Business Day prior to as the Mailing Date (the “Eligible Company SharesElection Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to specify (A) the number of record shares of Eligible Company Shares as such holder’s MTR Common Stock with respect to which such holder elects to receive the Per Share Stock Consideration (“Stock Election Shares”), (B) the number of immediately prior shares of such holder’s MTR Common Stock with respect to which such holder elects to receive the Per Share Cash Consideration (“Cash Election Deadline to elect (an “ElectionShares”) or (C) that such holder makes no election with respect to receive shares of New York Company Class C such holder’s MTR Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder“No Election Shares”). The holders of any Eligible Company Shares Any MTR Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York City time, on the business 30th day immediately preceding following the Mailing Date (or such other time and date of as MTR and the Company Shareholders Meeting may mutually agree) (the “Election Deadline”) shall also be deemed not to have made an Electionbe No Election Shares. (c) BEPC and Acquisition Sub MTR shall make available one or more Election Forms as may reasonably be requested from time to time by all persons any person who become holders becomes a holder (or beneficial ownersowner) of Eligible Company Shares MTR Common Stock between the record date for the Company Shareholders Meeting Election Form Record Date and the close of business on the business day Business Day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more MTR Certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of MTR Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the person submitting such Election Form only by written notice received by the Exchange Agent prior to the Election Deadline with respect to Deadline. In the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If event an Election Form is revoked prior to the Election Deadline, unless a subsequent properly completed Election Form is submitted and actually received by the holder Exchange Agent by the Election Deadline, the shares of Eligible Company Shares MTR Common Stock represented by such Election Form shall become No Election Shares and MTR shall cause the applicable Certificates to be deemed promptly returned without charge to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in person submitting the Election Form prior upon written request to that effect from the holder who submitted the Election Form. Subject to the terms of this Agreement and of the Election Deadline. (e) Any Election shall have been properly made only if (i) Form, the Exchange Agent shall have received a properly completed Election Form by the Election Deadline reasonable discretion to determine whether any election, revocation or (ii) such Election change has been properly or timely made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed the Election FormForms, and any good faith decisions of MTR or the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, BEPC, Acquisition Sub MTR or the Exchange Agent shall be under any obligation to notify any person of any defect in a completed an Election Form. . (e) Notwithstanding anything any other provision contained in this Agreement, the aggregate of the Per Share Cash Consideration to be received pursuant to clause (B) of Section 4.02 to 1.10(a)(ii) shall in no event exceed Thirty Million Dollars ($30,000,000.00) (such number of shares, the contrary“Cash Election Shares Limit”). (f) Within three (3) Business Days after the Effective Time, Parent shall cause the Exchange Agent may, to effect the allocation among the former holders of MTR Common Stock of rights to receive the MTR Merger Consideration in accordance with the written agreement of BEPC and Acquisition Sub, make any rules or procedures Election Forms as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.follows:

Election Procedures. (a) An Not less than thirty (30) days prior to the anticipated Effective Time (the “Mailing Date”), an election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such form as BEPC and Acquisition Sub Precision shall reasonably specify and as shall be reasonably acceptable to the Company Grey Wolf (the “Election Form”) shall be mailed to holders each holder of Company record of shares of Grey Wolf Common Stock as of record five (5) Business Days prior to the Mailing Date (the “Election Form Record Date”) and Grey Wolf Derivative Security Holders with respect to Grey Wolf Derivative Securities that have not been exercised or converted, as applicable, as of the record date for Election Form Record Date and which are exercisable prior to the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”Effective Time. (b) Each Election Form shall permit the holder (or the beneficial owner Beneficial Owner through appropriate and customary documentation and instructions) of record Grey Wolf Common Stock and each Grey Wolf Derivative Security Holder to specify (i) the number of Eligible Company Shares as shares of immediately prior such holder’s Grey Wolf Common Stock with respect to which such holder elects to receive the Per Share Unit Consideration (the “Unit Election Deadline Shares”), (ii) the number of shares of such holder’s Grey Wolf Common Stock with respect to elect which such holder elects to receive the Per Share Cash Consideration (an the “ElectionCash Election Shares”) or (iii) that such holder makes no election with respect to receive shares of New York Company Class C such holder’s Grey Wolf Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder“No Election Shares”). The holders of any Eligible Company Shares Any Grey Wolf Common Stock with respect to which the Exchange Agent has does not received receive an effective, properly completed Election Form on or before 5:00 p.m., New York time, on during the business day immediately preceding period from the date of Mailing Date to the Company Shareholders Meeting Election Deadline (the “Election DeadlinePeriod”) shall be deemed not to have made an Electionbe No Election Shares. Precision and Grey Wolf shall publicly announce the anticipated Election Deadline at least five (5) Business Days prior to the anticipated Effective Time. If the Effective Time is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Precision shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) BEPC and Acquisition Sub Precision shall make available one or more Election Forms as may reasonably be requested from time to time by all persons Persons who become holders (or beneficial ownersBeneficial Owners) of Eligible Company Shares between the record date for the Company Shareholders Meeting and the close of business on the business day prior to Grey Wolf Common Stock or Grey Wolf Stock Options during the Election DeadlinePeriod, and the Company Grey Wolf shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any Election Form may be revoked prior election made pursuant to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (e) Any Election this Section 2.7 shall have been properly made only if (i) the Exchange Agent shall have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the Election Deadline or (ii) Person submitting such Election has been made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the shares of Grey Wolf Common Stock represented by such Election Form shall become No Election Shares, except to the extent (if any) a subsequent election is properly made during the Election Period with respect to any or all of such shares of Grey Wolf Common Stock. Subject to the terms of this Agreement and as 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 a completed the Election FormForms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, BEPC, Acquisition Sub Precision or Grey Wolf or the Exchange Agent shall be under any obligation to notify any person Person of any defect in a completed an Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.

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

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

Election Procedures. a. Holders of record of CB Common Stock have the right to submit an Election Form (adefined below) specifying the number of shares of CB Common Stock, if any, as to which such holder desires to select Option A and the number of shares of CB Common Stock, if any, as to which such holder desires to select Option B. b. An election form (“Election Form”), together with a Letter of Transmittal and other appropriate and customary transmittal materials (which shall specify that delivery Offering Memorandum shall be effected, and risk of loss and title to Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates mailed no less than twenty (20) Business Days prior to the Exchange Agent) election deadline specified in such form as BEPC and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable to the Company Election Form (the “Election FormDeadline”) or on such earlier date the parties shall be mailed mutually agree (the “Mailing Date”) to holders each holder of Company record of CB Common Stock as of five (5) Business Days prior to the Mailing Date. Holders of record of shares of CB Common Stock who hold such shares as nominees, trustees or in other representative capacities may submit multiple Election Forms, provided that each such Election Form covers all the shares of CB Common Stock held by each representative for a particular beneficial owner. Any shares owned by a holder who has not, as of the record date for the Company Shareholders Meeting. As used hereinElection Deadline, shares of Company Common Stock issued and outstanding and not held made an election by any Parent Stockholder shall be referred to as “Eligible Company Shares”. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately prior submission to the Election Deadline to elect (an “Election”) to receive shares Paying Agent of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the business day immediately preceding the date of the Company Shareholders Meeting (the “Election Deadline”) shall be deemed not to have made an Election. (c) BEPC “Non-Election Shares” and Acquisition Sub shall make available one or more Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible Company Shares between the record date for the Company Shareholders Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadlineselected Option B (all cash). (e) Any Election c. An election shall have been properly made only if (i) the Exchange Paying Agent shall have actually received a properly completed Election Form by the Election Deadline Deadline. Any Election Form may be revoked or (ii) changed by the Person submitting such Election has been made Form to the Paying Agent by written notice to the Paying Agent only if such notice of revocation or change is actually received by the Paying Agent at or prior to the Election Deadline pursuant Deadline. Shares of CB Common Stock held by holders who acquired such shares subsequent to the procedures set forth Election Deadline will be designated Non-Election Shares. In addition, if a Holder of CB Common Stock either (1) does not submit a properly completed Election Form in a timely fashion or (2) revokes its Election Form prior to the Election Form. After an Deadline and fails to file a new properly completed Election is validly made with respect to any Eligible Company SharesForm before the deadline, no further registration of transfers of such Eligible Company Shares shares shall be made on designated Non-Election Shares. Subject to the transfer books terms of the Company unless this Agreement and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as the Paying Agent shall have discretion to when Elections determine whether any election, revocation or change has been properly or timely made and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed the Election FormForms, and any good faith decisions of the Paying Agent regarding such matters shall be binding and conclusive. None of ParentNeither CB, BEPCClear, Acquisition Sub or New Pubco nor the Exchange Paying Agent shall be under any obligation to notify any person Person of any defect in a completed an Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.

Election Procedures. An Election Form, together with a letter of transmittal and instructions for use in effecting the surrender of the RBI Certificates in exchange for the Merger Consideration (a) An election form the “Letter of Transmittal”), and any other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible the RBI Certificates shall pass, only upon proper delivery of such Eligible RBI Certificates to the Exchange Agent) in such form as BEPC and Acquisition Sub shall reasonably specify and as ), shall be reasonably acceptable mailed no more than 40 Business Days and no less than 20 Business Days prior to the Company anticipated Effective Date or on such earlier date as OLB and RBI shall mutually agree (the “Mailing Date”), to each holder of record of RBI Common Stock as of five Business Days prior to the Mailing Date (the “Election FormForm Record Date”), pursuant to which RBI Common Stockholders will: (i) shall be mailed Elect to holders of Company receive the Per Share Common Stock Consideration with respect to all or a portion of record as of the record date for the Company Shareholders Meeting. As used herein, their shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately prior to the Election Deadline to elect (an “Election”) to receive shares of New York Company Class C RBI Common Stock (andcollectively, upon completion of the Parent Exchange, Parent LP Units“Common Stock Election Shares”); (ii) for all of Elect to receive the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares Per Share Cash Consideration with respect to which all or a portion of their shares of RBI Common Stock (collectively, the “Cash Election Shares”); or (iii) Make a Non-Election with respect to their shares of RBI Common Stock. Nominee record holders who hold RBI Common Stock on behalf of multiple beneficial owners shall be required to indicate how many of the shares held by them are Common Stock Election Shares, Cash Election Shares and No-Election Shares. OLB and RBI shall direct the Exchange Agent has not received an effective, properly completed to make the Election Form on or before 5:00 p.m., New York time, on the business day immediately preceding the date of the Company Shareholders Meeting (the “Election Deadline”) shall be deemed not available to have made an Election. (c) BEPC and Acquisition Sub shall make available one or more Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible Company Shares RBI Common Stock during the period between the record date for the Company Shareholders Meeting Election Form Record Date and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any Election Form may be revoked Business Day prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by upon such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadlineholders’ request. (e) Any Election shall have been properly made only if (i) the Exchange Agent shall have received a properly completed Election Form by the Election Deadline or (ii) such Election has been made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed Election Form. None of Parent, BEPC, Acquisition Sub or the Exchange Agent shall be under any obligation to notify any person of any defect in a completed Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.

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

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates certificates evidencing shares of Company Common Stock (the “Certificates”) shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such form as BEPC an unaffiliated bank or trust company designated by Parent and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable satisfactory to the Company (the “Exchange Agent”)) in such form as the Company and Parent shall mutually agree (the “Election Form”) ), shall be mailed no later than 15 days prior to holders the anticipated Effective Time or on such earlier date as Parent and the Company may mutually agree (the “Mailing Date”) to each holder of record of Company Common Stock as of a date which is no more than ten days prior to the Mailing Date (the “Election Form Record Date”). Each Election Form shall permit each holder of record of Company Common Stock as of the Election Form Record Date (or in the case of nominee record date holders, the beneficial owner through proper instructions and documentation) to elect to receive the Stock/Cash Consideration for all or some of such holder’s shares (a “Stock/Cash Election”) and shall provide that in the Company Shareholders Meeting. As used herein, absence of such an election by a holder all of such holder’s shares of Company Common Stock issued and outstanding and not shall be converted into the Stock Consideration. Holders of record of shares of Company Common Stock who hold such shares as nominees, trustees or in other representative capacities (a “Representative”) may submit multiple Election Forms, provided that such Representative certifies that each such Election Form covers all the shares of Company Common Stock held by any Parent Stockholder shall be referred to as “Eligible Company Shares”that Representative for a particular beneficial owner. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately prior to the Election Deadline to elect (an “Election”) to receive shares of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares with respect to which the Exchange Agent has not received an To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City time, on the business 20th calendar day immediately preceding following but not including the Mailing Date (or such other time and date of as Parent and the Company Shareholders Meeting may mutually agree) (the “Election Deadline”) shall be deemed not to have made an Election). (c) BEPC and Acquisition Sub An Election Form shall make available be deemed properly completed only if accompanied by one or more Election Forms as may reasonably be requested from time to time by all persons who become holders Certificates (or beneficial ownerscustomary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Eligible Company Shares between the record date for the Company Shareholders Meeting and the close of business on the business day prior to Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Deadline, and the Form. If a holder of Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. Common Stock either (di) Any does not submit a properly completed Election Form may be revoked prior to in a timely fashion or (ii) revokes the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an holder’s Election Form is revoked prior to the Election Deadline, the holder shares of Eligible Company Shares represented Common Stock held by such Election Form holder shall be deemed to have made no Election, unless a subsequent Election is submitted by converted into the holder of such Eligible Company Shares Stock Consideration in accordance with the procedures set forth terms of this Agreement. Parent shall cause the Certificates described in clause (ii) of the immediately preceding sentence to be promptly returned without charge to the Person submitting the Election Form prior upon written request to that effect from the Person who submitted the Election Form. Subject to the terms of this Agreement and of the Election Deadline. (e) Any Election shall have been properly made only if (i) Form, the Exchange Agent shall have received a properly completed Election Form by the Election Deadline reasonable discretion to determine whether any election, revocation or (ii) such Election change has been properly or timely made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed any Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, BEPC, Acquisition Sub or Neither Parent nor the Exchange Agent shall be under any obligation to notify any person Person of any defect in a completed an Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.

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

Election Procedures. (a) An Not less than 20 days prior to the anticipated Effective Time (the “Mailing Date”), an election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such form as BEPC and Acquisition Sub CME shall reasonably specify and as shall be reasonably acceptable to the Company GFI (the “Election Form”) shall be mailed to holders each holder of Company record of shares of GFI Common Stock of record as of five Business Days prior to the record date for Mailing Date (the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as “Eligible Company SharesElection Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner Beneficial Owner through appropriate and customary documentation and instructions) to specify (i) the number of record shares of Eligible Company Shares as such holder’s GFI Common Stock with respect to which such holder elects to receive the Per Share Stock Consideration (the “Stock Election Shares”), (ii) the number of immediately prior shares of such holder’s GFI Common Stock with respect to which such holder elects to receive the Per Share Cash Consideration (the “Cash Election Deadline to elect (an “ElectionShares”) or (iii) that such holder makes no election with respect to receive shares of New York Company Class C such holder’s GFI Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder“No Election Shares”). The holders of any Eligible Company Shares Any GFI Common Stock with respect to which the Exchange Agent has does not received receive an effective, properly completed Election Form on or before 5:00 p.m., New York time, on during the business day immediately preceding the date of the Company Shareholders Meeting (the “Election Deadline”) Period shall be deemed not to have made an Electionbe No Election Shares. CME shall publicly announce (which public announcement may be on a Form 8-K filed with the SEC) the anticipated Election Deadline at least five Business Days prior to the anticipated Effective Time. If the Effective Time is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and CME shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) BEPC and Acquisition Sub CME shall make available one or more Election Forms as may reasonably be requested from time to time by all persons Persons who become holders (or beneficial ownersBeneficial Owners) of Eligible Company Shares between the record date for the Company Shareholders Meeting and the close of business on the business day prior to GFI Common Stock during the Election DeadlinePeriod, and the Company GFI shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (e) Any Election election shall have been properly made only if (i) the Exchange Agent shall have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the Election Deadline or (ii) Person submitting such Election has been made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the shares of GFI Common Stock represented by such Election Form shall become No Election Shares, except to the extent (if any) a subsequent election is properly made during the Election Period with respect to any or all of such shares of GFI Common Stock. Subject to the terms of this Agreement and as 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 a completed the Election FormForms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, BEPC, Acquisition Sub CME or GFI or the Exchange Agent shall be under any obligation to notify any person Person of any defect in a completed an Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such form as BEPC and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable to the Company (the “an "Election Form”") shall be mailed with the Proxy Statement to holders each holder of Company record of shares of RMB Common Stock of record as of the record date for the Company Shareholders Meeting. As used herein, shares meeting of Company holders of RMB Common Stock issued called for the purpose of considering and outstanding acting upon this Agreement and not held by any Parent Stockholder shall be the Contemplated Transactions. The date the Proxy Statement is mailed to shareholders of RMB is referred to as “Eligible Company Shares”the "Mailing Date." (b) Each The Election Form shall permit entitle the holder of shares of RMB Common Stock (or the beneficial owner through appropriate and customary documentation and instructions) to elect to receive Stock Consideration in a greater percentage than the Base Conversion Ratio, up to and including entirely Stock Consideration for such holder's shares (a "Stock Election"). Holders of record of Eligible Company Shares as of immediately prior to the Election Deadline to elect (an “Election”) to receive shares of New York Company Class C RMB Common Stock who hold such shares as nominees, trustees or in other representative capacities (anda "Share Representative") may submit multiple Election Forms, upon completion provided that such Share Representative certifies that each such Election Form covers all the shares of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares RMB Common Stock held by such holder. The holders of any Eligible Company Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the business day immediately preceding the date of the Company Shareholders Meeting (the “Election Deadline”) shall be deemed not to have made an Electionthat Share Representative for a particular beneficial owner. (c) BEPC To be effective, a properly completed Election Form must be received by Dubuque Bank and Acquisition Sub shall make available one Trust Company, an Iowa chartered, commercial bank with its main office located in Dubuque, Iowa (the "Exchange Agent"), on or more Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible Company Shares between the record date for the Company Shareholders Meeting and the close of business before 5:00 p.m. on the business day prior tenth (10th) Business Day following the date upon which the vote of holders of RMB Common Stock is held to approve this Agreement (the "Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein"). If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (e) Any Election An election shall have been properly made only if (i) the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline or (ii) such Election has been made at or prior Deadline. Subject to the Election Deadline pursuant to the procedures set forth in terms of this Agreement and of the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as have reasonable discretion to determine whether or not an Election shall have any election has been properly or timely made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed any Election Form. None , and any good faith decisions of Parent, BEPC, Acquisition Sub or the Exchange Agent regarding such matters shall be under any obligation to notify any person binding and conclusive. If a valid and timely Stock Election is not received from a holder of any defect in a completed Election Form. Notwithstanding anything in this Section 4.02 to the contraryRMB Common Stock, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 such RMB Common Stock shall be exchanged for the implementation of Elections and Merger Consideration at the revocation of Elections as shall be necessary or desirable to administer such ElectionsBase Conversion Ratio.

Election Procedures. (a) An election form Election forms and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates the certificates theretofor representing shares of Cornerstone Common Stock (“Certificates”) and any non-certificated shares of Cornerstone Common Stock (“Book Entry Shares”) shall pass, only upon proper delivery of such Eligible Certificates or Book Entry Shares to an exchange agent designated by Summit (the “Exchange Agent”)) and acceptable to Cornerstone in its reasonable discretion, in such form as BEPC Summit and Acquisition Sub Cornerstone shall reasonably specify and as shall be reasonably acceptable to the Company mutually agree (the “Election FormForms”) shall be mailed at least twenty-five (25) days prior to holders the anticipated Closing Date (the “Mailing Date”) to each holder of Company record of Cornerstone Common Stock of record as of five (5) Business Days prior to the record date for the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as Mailing Date (“Eligible Company SharesElection Form Record Date”). (ba) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately prior ), subject to the allocation procedures of Section 2.2(e), to make a Cash Election, a Stock Election Deadline or no election with respect to elect (an “Election”) to receive each of such holder’s shares of New York Company Class C Cornerstone Common Stock. Any Cornerstone Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York Eastern time, on the business twentieth (20th) day immediately preceding following the Mailing Date (or such other time and date of the Company Shareholders Meeting as Summit and Cornerstone may mutually agree) (the “Election Deadline”) shall also be deemed not to have made an Electionbe No Election Shares. (cb) BEPC and Acquisition Sub Summit shall make available one or more an Election Forms as may reasonably be requested from time Form to time by all persons who become holders (or beneficial owners) of Eligible Company Shares Cornerstone Common Stock between the record date for the Company Shareholders Meeting Election Form Record Date and the close of business on the business day Business Day prior to the Election Deadline, and the Company Cornerstone shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. Cornerstone acknowledges that no deadlines for mailing Election Forms contained elsewhere in this Agreement shall be applicable to such shareholders and that the election requests of such shareholders need not be honored. (dc) Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) or Book Entry Shares representing all shares of Cornerstone Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the person submitting such Election Form at or prior to the Election Deadline with respect to Deadline. Following the Eligible Company Shares subject thereto in accordance with Election Deadline, an Election Form may not be revoked or changed by the procedures set forth thereinperson submitting such Election Form. If In the event an Election Form is revoked prior to the Election Deadline, the holder shares of Eligible Company Shares Cornerstone Common Stock represented by such Election Form shall become No Election Shares and Summit shall cause the Certificates or Book Entry Shares to be deemed promptly returned without charge to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in person submitting the Election Form prior upon written request to that effect from the person who submitted the Election Form. Subject to the terms of this Agreement and of the Election Deadline. (e) Any Election shall have been properly made only if (i) Form, the Exchange Agent shall have received a properly completed Election Form by the Election Deadline sole discretion to determine whether any election, revocation or (ii) such Election change has been properly or timely made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed the Election FormForms, and any decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, BEPC, Acquisition Sub or Neither Summit nor the Exchange Agent shall be under any obligation to notify any person of any defect in a completed an Election Form. Notwithstanding anything . (d) Within five (5) Business Days after the Election Deadline, unless the Effective Time has not yet occurred, in this Section 4.02 to the contrarywhich case as soon thereafter as practicable, Summit shall cause the Exchange Agent may, to effect the allocation among the holders of Cornerstone Common Stock of rights to receive the Stock Consideration or the Cash Consideration in the Merger in accordance with the written agreement Election Forms, subject to Section 2.2(e). (e) Notwithstanding any other provision contained in this Agreement, the total number of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this shares of Cornerstone Common Stock to be converted into the right to receive the Stock Consideration pursuant to Section 4.02 for the implementation of Elections and the revocation of Elections as 2.1 shall be necessary or desirable that number equal to administer such Electionsthe product (rounded up to the nearest whole number) of (i) 0.50 multiplied by (ii) the number of outstanding shares of Cornerstone Common Stock (the “Stock Conversion Number”). All other shares of Cornerstone Common Stock shall be converted into the Cash Consideration.

Election Procedures. (ai) An election form and other appropriate and customary transmittal materials (the "Election Form"), which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates the certificates theretofore representing FMAC Common Stock shall pass, only upon proper delivery of such Eligible Certificates certificates to an exchange agent designated by Bay View (the "Exchange Agent) in such form as BEPC and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable to the Company (the “Election Form”") shall be mailed approximately 25 days prior to holders the anticipated Effective Time ("Mailing Date") to each holder of Company record of FMAC Common Stock of record as of five business days prior to the record date for Mailing Date (the Company Shareholders Meeting"Election Form Record Date"). As used herein, shares Bay View shall cause an Election Form to be sent to each holder of Company FMAC Common Stock issued who FMAC advises Bay View has become a holder of FMAC Common Stock after the Election Form Record Date. Bay View shall determine the anticipated Effective Time (the "Anticipated Effective Time") in its sole discretion and outstanding and the failure of the Effective Time to occur at the Anticipated Effective Time shall not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”affect the time periods which are established for purposes of these election procedures. (bii) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to designate the number of record of Eligible Company Shares as of immediately prior to the Election Deadline to elect (an “Election”) to receive shares of New York Company Class C such holder's FMAC Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares with respect to which the holder elects to receive only the Per Share Stock Consideration ("Stock Election Shares"), and to designate the number of shares of such holder's FMAC Common Stock with respect to which the holder elects to receive only the Per Share Cash Consideration ("Cash Election Shares"). (iii) Each Election Form shall require the holder to disclose the number of shares of Bay View Common Stock beneficially owned by the holder for purposes of compliance with the Bank Holding Company Act and Regulation Y, 12 C.F.R. Part 225, thereunder. (iv) Any FMAC Common Stock with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, p.m. on the business 20th day immediately preceding following the Mailing Date (or such other time and date of the Company Shareholders Meeting as Bay View and FMAC may mutually agree) (the “"Election Deadline”") shall be deemed not to have made an Electionbe "No Election Shares. (c) BEPC and Acquisition Sub shall make available one or more Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible Company Shares between the record date for the Company Shareholders Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) " Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (e) Any Election election shall have been properly made only if (i) the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline or (ii) such Deadline. An Election has been made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election Form shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. properly completed only if accompanied by one or more certificates (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed Election Form. None of Parent, BEPC, Acquisition Sub or the Exchange Agent shall be under any obligation to notify any person of any defect in a completed Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.3

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such form as BEPC and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable to the Company (the “Election Form”) ), including a letter of transmittal and related instructions, which Election Form and such other documents shall be in the form as Parent and the Company shall reasonably agree upon, shall be initially mailed not less than twenty (20) Business Days prior to holders the anticipated Election Deadline or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) to each holder of record of Company Common Stock of record as of the record close of business on the fifth (5th) Business Day prior to the Mailing Date or on such other date for as Parent and the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as mutually agree (the “Eligible Company SharesElection Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately prior to the Election Deadline to elect (an “Election”) to receive shares of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the business day immediately preceding the date of the Company Shareholders Meeting (the “Election Deadline”) shall be deemed not to have made an Election. (c) BEPC and Acquisition Sub shall make available one or more Election Forms (and other related documents) as may reasonably be requested from time to time by all persons Persons who become record holders (or beneficial owners) of Eligible Company Shares Common Stock between the record date for the Company Shareholders Meeting Election Form Record Date and the close of business on the business day Business Day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (c) Each Election Form shall permit the record holder of Company Common Stock to specify: (x) the number of shares of such holder’s Company Common Stock with respect to which such holder makes a Mixed Election; (y) the number of shares of such holder’s Company Common Stock with respect to which such holder makes a Cash Election; and (z) the number of shares of such holder’s Company Common Stock with respect to which such holder makes a Stock Election. (d) Any shares of Company Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., Eastern Time, on the date that is three (3) Business Days prior to the Closing Date (or such other time and date as Parent and the Company shall agree) (the “Election Deadline”) (other than Canceled Shares) shall be deemed to be “No Election Shares” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares. The Company and Parent shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline at least five (5) Business Days prior to the Election Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (e) Any election shall have been effective only if the Exchange Agent shall have actually received a properly completed Election Form (including any required letter of transmittal, any Certificates and other documents required by the Election Form) or any required letter of transmittal and the related instructions, by the Election Deadline. Any Election Form may be revoked or changed by the authorized Person properly submitting such Election Form, by written notice received by the Exchange Agent prior to the Election Deadline with respect to Deadline. In the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If event an Election Form is revoked prior to the Election Deadline, the holder shares of Eligible Company Shares Common Stock represented by such Election Form shall be deemed become No Election Shares, except to have made no Election, unless the extent a subsequent Election election is submitted by the holder properly made with respect to any or all of such Eligible shares of Company Shares in accordance with the procedures set forth in the Election Form Common Stock prior to the Election Deadline. All elections shall be automatically deemed revoked upon receipt by the Exchange Agent of written notification from the parties that this Agreement has been terminated in accordance with the terms hereof. If an election is revoked, any Certificates and other documents received by the Exchange Agent shall be promptly returned to the shareholder submitting the same to the Exchange Agent. (ef) Any Subject to the terms of this Agreement and of the Election shall have been properly made only if (i) Form, the Exchange Agent shall have received a properly completed Election Form by the Election Deadline reasonable discretion to determine whether any election, revocation or (ii) such Election change has been properly or timely made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed the Election FormForms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, BEPC, Acquisition Sub the Company or the Exchange Agent shall be under any obligation to notify any person Person of any defect in a completed an Election Form. Notwithstanding anything . (g) As promptly as practicable following the First Effective Time, and in this Section 4.02 to no event later than the contrarythird (3rd) Business Day thereafter, the Exchange Agent mayshall make all computations contemplated by Section 2.1(a)(ii). (h) Without limitation of Section 5.3, with the written agreement of BEPC Company and Acquisition SubParent shall solicit Cash Elections, Stock Elections and Mixed Elections under this Agreement in compliance with, and shall make any rules or procedures as and all filings that are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Electionsadvisable under, all applicable rules and regulations of the SEC.

Election Procedures. (aA) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible the Certificates theretofore representing shares of WBC Common Stock shall pass, only upon proper delivery of such Eligible Certificates Certificates, or customary affidavits and indemnification regarding the loss or destruction of such certificates, to the Exchange Agent) in such form as BEPC WBC and Acquisition Sub Frontier shall reasonably specify and as shall be reasonably acceptable to the Company mutually agree (the “Election Form”) shall be mailed with the Proxy Statement on the date of mailing of the Proxy Statement or on such other date as Frontier and WBC shall mutually agree (the “Mailing Date”) to holders each holder of Company record of WBC Common Stock of record as of the record date for close of business on the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred fifth business day prior to as the Mailing Date (the “Eligible Company SharesElection Form Record Date”). (bB) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately prior to the Election Deadline to (x) elect (an “Election”) to receive shares (1) the Per Share Stock Consideration in respect of New York Company Class C all of such holder’s WBC Common Stock (and, upon completion “Stock Election Shares”); (2) the Per Share Cash Consideration in respect of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder’s WBC Common Stock (“Cash Election Shares”); or (3) the Per Share Stock Consideration in respect of that portion to such holder’s shares of WBC Common Stock equal to the Stock Percentage (as defined below), rounded to the nearest whole share (the “Mixed Stock Shares”), and the Per Share Cash Consideration in respect of that portion of such holder’s shares of WBC Common Stock equal to the Cash Percentage (as defined below), rounded to the nearest whole share (the “Mixed Cash Shares,” and together with the Mixed Stock Shares, the “Mixed Election Shares”); or (y) to make no election with respect to such holder’s WBC Common Stock (“No Election Shares”). The holders of any Eligible Company Shares Any WBC Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York timePacific Time, on the business day immediately preceding date prior to the Determination Date (or such other time and date of the Company Shareholders Meeting as Frontier and WBC may mutually agree) (the “Election Deadline”) shall also be deemed not to have made an Electionbe “No Election Shares. ” The term “Cash Percentage” shall mean the quotient, rounded to the nearest thousandth, obtained by dividing (cx) BEPC and Acquisition Sub shall make available one or more Election Forms the quotient obtained by dividing the Total Cash Amount by the Per Share Consideration, by (y) the total number of shares of WBC Common Stock outstanding as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible Company Shares between the record date for the Company Shareholders Meeting and the close of business on the business day prior Determination Date. “Stock Percentage” shall mean the amount equal to one (1) minus the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified hereinCash Percentage. (d) Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (e) Any Election shall have been properly made only if (i) the Exchange Agent shall have received a properly completed Election Form by the Election Deadline or (ii) such Election has been made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed Election Form. None of Parent, BEPC, Acquisition Sub or the Exchange Agent shall be under any obligation to notify any person of any defect in a completed Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.

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

Election Procedures. (a) An Not less than thirty (30) days prior to the anticipated Effective Time (the “Mailing Date”), an election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such form as BEPC and Acquisition Sub Parent shall reasonably specify and as shall be reasonably acceptable to the Company (the “Election Form”) shall be mailed to holders of Company Common Stock each holder of record as of the record date for the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred as of five (5) Business Days prior to as the Mailing Date (the “Eligible Company SharesElection Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner Beneficial Owner through appropriate and customary documentation and instructions), to specify (i) the number of record shares of Eligible such holder’s Company Shares as Common Stock with respect to which such holder elects to receive the Per Share Stock Consideration (the “Stock Election Shares”), (ii) the number of immediately prior shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Cash Consideration (the “Cash Election Deadline to elect (an “ElectionShares”) or (iii) that such holder makes no election with respect to receive shares of New York such holder’s Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible “No Election Shares”). Any Company Shares held by such holder. The holders of any Eligible Company Shares Common Stock with respect to which the Exchange Agent has does not received receive an effective, properly completed Election Form on or before 5:00 p.m., New York time, on during the business day immediately preceding period from the date of Mailing Date to the Company Shareholders Meeting Election Deadline (the “Election DeadlinePeriod”) shall be deemed not to have made an Electionbe No Election Shares. Parent shall publicly announce the anticipated Election Deadline at least five (5) Business Days prior to the anticipated Effective Time. If the Effective Time is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) BEPC and Acquisition Sub Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all persons Persons who become holders (or beneficial ownersBeneficial Owners) of Eligible Company Shares between the record date for the Company Shareholders Meeting and the close of business on the business day prior to Common Stock during the Election DeadlinePeriod, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any Election Form may be revoked prior election made pursuant to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (e) Any Election this Section 8 shall have been properly made only if (i) the Exchange Agent shall have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the Election Deadline or (ii) Person submitting such Election has been made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the shares of Company Common Stock represented by such Election Form shall become No Election Shares, except to the extent (if any) a subsequent election is properly made during the Election Period with respect to any or all of such shares of Company Common Stock. Subject to the terms of this Agreement and as 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 a completed the Election FormForms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, BEPC, Acquisition Sub Parent or the Company or the Exchange Agent shall be under any obligation to notify any person Person of any defect in a completed an Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.