Common use of Election Procedures Clause in Contracts

Election Procedures. (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (or by an appropriate guarantee of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Agent.

Election Procedures. (a) Each record holder of Shares An election form and other appropriate and customary transmittal materials (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of the such Certificates to the Paying Exchange Agent. Elections ) in such form as Parent shall specify and as shall be made by mailing reasonably acceptable to the Paying Agent a duly completed Letter Company (the “Election Form”) shall be mailed thirty days prior to the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) to each holder of Transmittal record of Company Common Stock as of the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and Form customary documentation and instructions), other than any holder of Election in accordance with Section 3.3(b). To be effectiveDissenting Shares, a Letter of Transmittal and Form of Election must be to specify (i) properly completed, signed and submitted the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Paying Agent at its designated office Per Share Common Unit Consideration and (ii) accompanied by the Certificates representing number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Cash Consideration. Any Shares as with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the twentieth (20th) day following the Mailing Date (or such other time and date as Parent and the Company shall agree) (the “Election Deadline”) (other than Cancelled Shares or any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall be deemed to be “No Election Shares”. (c) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Company Common Stock between the Election Form Record Date and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates (or customary affidavits and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificate) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form, by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company Common Stock represented by such Election Form shall become No Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock to be promptly returned without charge to the Person submitting the Election Form upon written request to that effect from the holder who submitted the Election Form, except to the extent (if any) a subsequent election is being properly made (with respect to any or by an appropriate guarantee of delivery all of such Certificates by a commercial bank or trust company in shares of Company Common Stock. Subject to the United States or a member terms of a registered national security exchange or this Agreement and of the National Association of Securities DealersElection Form, Inc., provided such Certificates are in fact delivered the Exchange Agent shall have reasonable discretion to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, determine whether any Letter of Transmittal and Form of Election election, revocation or change has been properly completedor timely made and to disregard immaterial defects in the Election Forms, signed and submitted or revoked. The decision any good faith decisions of the Company (or the Paying Agent, as the case may be) in Exchange Agent regarding such matters shall be conclusive binding and bindingconclusive. Neither None of Parent, the Company nor or the Paying Exchange Agent will shall be under any obligation to notify any person Person of any defect in a Letter of Transmittal and Form of an Election submitted to the Paying AgentForm.

Election Procedures. Each holder of record of shares of Company Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election with respect to the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger in accordance with the following procedures: (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled Holder may specify in a request made in accordance with the provisions of this Section 3.1(b)3.1 (herein called an “Election”) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a "Cash Election"), result of the Reincorporation Merger with respect to which such Holder desires to make a Share Election and (ii) the number of shares of Company Virginia Sub Common Stock Consideration (to be owned by such Holder as a "Stock Election") or (iii) result of the Mixed Consideration (a "Mixed Election"), or Reincorporation Merger with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed Holder desires to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which make a Cash Election has been madeElection. (b) Elections pursuant Parent shall prepare a form reasonably acceptable to Section 3.2(a) shall be made on the form of letter of transmittal and form of election Company (the "Letter of Transmittal and “Form of Election"”) which shall be mailed to be provided by the Paying Agent (as defined in Section 3.3(a)) to record holders of record Company Common Stock so as to permit those holders to exercise their right to make an Election prior to the Election Deadline. (c) Parent shall make the Form of Shares, together with Election initially available not less than twenty (20) business days prior to the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. The Form of Election shall contain instructions for use in effecting the surrender of Company Certificates (which, following the Certificates Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for payment thereforreceipts representing the Parent ADSs, as soon well as practicable following the Effective Time. The Letter Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Transmittal Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, shall specify that delivery shall be effectedhave received, and risk of loss and title to by the Certificates transmitted therewith shall passElection Deadline, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effectiveproperly completed and signed and accompanied by Company Certificate(s) (which, a Letter of Transmittal and following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which such Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (relates or by an appropriate customary guarantee of delivery of such Certificates by certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities DealersStates; provided, Inc., provided that such Company Certificates are in fact delivered to the Paying Exchange Agent within eight Trading Days after by the date of execution of time required in such guarantee of delivery). The Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall determinebe deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date that Parent and absolute discretion, which authority it may delegate in whole or in part the Company shall agree is as near as practicable to five (5) business days prior to the Paying Agent, whether any Letter expected Closing Date. Parent and the Company shall cooperate to issue a press release reasonably satisfactory to each of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision them announcing the date of the Company Election Deadline not more than twenty (or 20) business days before, and at least ten (10) business days prior to, the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying AgentDeadline.

Election Procedures. (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) record of Company Common Stock issued and outstanding immediately prior to the Effective Time Election Deadline (a “Company Holder”) shall be entitled 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) Each Company Holder may specify in a request specifying made in accordance with the portion provisions of such record holder's Shares which such record holder desires to have converted into this Section 2.03 (i) the Cash Consideration (a "Cash an “Election"”), (iiA) the number of shares of Company Common Stock Consideration with respect to which such Company Holder desires to make a Share Election, (a "Stock Election") or (iiiB) the Mixed Consideration (number of shares of Company Common Stock with respect to which such Company Holder desires to make a "Mixed Election"), or and (C) the number of shares of Company Common Stock with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an Company Holder desires to make a Cash Election, and the order in which either such election is deemed to have been made apply to any such shares if the election is subject to proration pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-2.04. Any Company Holder who makes an Election Shares") shall be deemed required to be Shares waive all appraisal rights in respect of which a Cash Election has been madeconnection with making such Election. (b) Elections pursuant TopCo shall prepare a form reasonably acceptable to Section 3.2(a) shall be made on the form of letter of transmittal and form of election Company (the "Letter of Transmittal and “Form of Election"”), which shall be mailed by TopCo to record holders of Company Common Stock so as to permit those Company Holders to exercise their right to make an Election prior to the Election Deadline. (c) TopCo shall mail or cause to be provided mailed or delivered, as applicable, the Form of Election to record holders of Company Common Stock as of the record date for the Company Stockholders’ Meeting not less than 20 business days prior to the anticipated Election Deadline. TopCo shall make available one or more Forms of Election as may reasonably be requested from time to time by the Paying Agent (as defined in Section 3.3(a)) to all persons who become holders of record of Shares, together with instructions for use in effecting Company Common Stock during the surrender of the Certificates for payment therefor, as soon as practicable period following the Effective Time. The Letter of Transmittal record date for the Company Stockholders’ Meeting and prior to the Election Deadline. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, prior to the Election Deadline, a Form of Election shall specify that delivery shall be effected, properly completed and risk signed and accompanied by Certificates (or affidavits of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery in lieu of the Certificates Certificates) to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and which such Form of Election relates, duly endorsed in accordance with Section 3.3(b). To be effective, a Letter blank or otherwise in form acceptable for transfer on the books of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (Company or by an appropriate customary guarantee of delivery of such Certificates by Certificates, as set forth in such Form of Election, from a commercial bank or trust company firm that is an eligible guarantor institution (as defined in Rule 17Ad−15 under the United States or a member Securities Exchange Act of a registered national security exchange or of 1934, as amended (the National Association of Securities Dealers, Inc., “Exchange Act”)); provided that such Certificates are in fact delivered to the Paying Exchange Agent within eight Trading Days after by the date of execution of time required in such guarantee of delivery), and, in the case of shares of Company Common Stock in book-entry form, any additional documents specified in the procedures set forth in the Form of Election. The Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall determinebe deemed to invalidate any otherwise properly made Election, unless otherwise determined by TopCo, in its sole and absolute discretion. As used herein, unless otherwise jointly agreed in advance by the Company and TopCo, “Election Deadline” means 5:00 p.m. local time (in the city in which authority it may delegate the principal office of the Exchange Agent is located) on a date mutually agreed by the Company and Parent but which in whole or in part no event shall be less than 30 days prior to the Paying Agent, whether any Letter anticipated Closing Date. TopCo and the Company shall issue a joint press release reasonably satisfactory to each of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision them announcing the anticipated date of the Company (or Election Deadline not more than 15 business days before, and at least five business days prior to, the Paying Agent, as anticipated date of the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying AgentDeadline.

Election Procedures. (a) Each Person who, at or prior to the Election Deadline, is a record holder of Shares shares of Company Common Stock (other than Dissenting Shareswhich, if anyfor purposes of this Section 2.04, Shares owned by Textron and shares shall include the holders of all Cash-Out RSUs) shall have the right, subject to be cancelled the limitations set forth in this Article II, to submit an election on or prior to the Election Deadline in accordance with Section 3.1(b)) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares procedures set forth in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made2.04. (b) Elections pursuant to Section 3.2(a) shall be made on At the form time of letter the mailing of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) Proxy Statement to holders of record of Sharesshares of Company Common Stock entitled to vote at the Company Stockholders Meeting (the “Mailing Date”), together with instructions for the Company shall use reasonable best efforts to mail an election form and other appropriate and customary transmittal materials (which, in effecting the surrender case of the Certificates for payment thereforshares of Company Common Stock represented by Certificates, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates transmitted therewith shall pass, only upon proper delivery of the such Certificates to the Paying Exchange Agent. Elections , upon adherence to the procedure set forth in the Letter of Transmittal, and shall be made by mailing in such form and have such other provisions as Parent and the Company may reasonably agree) (the “Election Form”) to each holder of record of shares of Company Common Stock as of the record date for the Company Stockholders Meeting. Holders of record of Company Common Stock who hold such Company Common Stock as nominees, trustee or in other representative capacities may, through proper instructions and documentation, submit a separate Election Form on or before the Election Deadline with respect to each beneficial owner for whom such nominee, trustee or representative holds such Company Common Stock. (c) Each Election Form shall permit each Person who, at or prior to the Paying Election Deadline, is a record holder (or, in the case of nominee record holders, the beneficial owner, through proper instructions and documentation) of shares of Company 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, (ii) the number of shares of Company Common Stock with respect to which such holder makes a Mixed Election, and (iii) the number of shares of Company Common Stock with respect to which such holder makes a Cash Election. (d) Any shares of Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form at or before 5:00 p.m., New York time, on the Business Day that is one (1) Business Day immediately preceding the date of the Company Stockholders Meeting (or such other date as may be mutually agreed by Parent and the Company) (the “Election Deadline”), shall be deemed to be Non-Election Shares. If the Company Stockholders Meeting is delayed to a duly 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. (e) Parent shall direct the Exchange Agent to make Election Forms available as may be reasonably requested from time to time by all Persons who become holders of record of Company Common Stock between the record date for the Company Stockholders Meeting and the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent to perform as specified in this Agreement and as specified in any agreement between Parent and/or the Company and the Exchange Agent. (f) Any election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Letter Election Form by the Election Deadline. After a Share Election, Mixed Election or Cash Election is validly made with respect to any shares of Transmittal 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. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company Common Stock represented by such Election Form shall become Non-Election Shares, except to the extent a subsequent election is properly made and Form not revoked with respect to any or all of such shares of Company Common Stock prior to the Election Deadline. Any termination of this Agreement in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (or by an appropriate guarantee of delivery of such Certificates by a commercial bank or trust company Article VIII shall result in the United States or a member revocation of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact all Election Forms delivered to the Paying Exchange Agent within eight Trading Days after on or prior to the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part termination. (g) Subject to the Paying Agentterms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any Letter of Transmittal and Form of Election election or revocation has been properly completed, signed or timely made and to disregard immaterial defects in any submitted or revokedElection Form. The decision Any good faith determinations of the Company Exchange Agent (or or, in the Paying Agentevent that the Exchange Agent declines to make any such determination, as the case may bejoint determination of Parent and the Company) in regarding such matters shall be conclusive binding and bindingconclusive. Neither None of Parent, the Company nor or the Paying Exchange Agent will shall be under any obligation to notify any person Person of any defect in a Letter an Election Form. The Exchange Agent (or, in the event the Exchange Agent declines to make such computations, Parent and the Company jointly) shall also make all computations contemplated by Sections 2.01(c), 2.02(f) and 2.05 hereof, and absent manifest error such computations shall be conclusive and binding on Parent, the Company and all holders of Company Common Stock. (h) The Company and Parent shall have the right to make rules, not inconsistent with the terms of this Agreement, governing the validity and effectiveness of Election Forms and Letters of Transmittal and Form the payment of Election submitted to the Paying AgentMerger Consideration.

Election Procedures. (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately prior to On the Effective Time shall be entitled to submit a request specifying date the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election NAP Information Statement is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. (b) Elections mailed pursuant to Section 3.2(a) 5.2, Parent shall, or shall be made on cause the form Exchange Agent to, mail to each Holder of letter of transmittal NAP Public Units receiving the NAP Information Statement pursuant to Section 5.2, an election form, prepared by Parent and form of election reasonably acceptable to the NAP Conflicts Committee (the "Letter “Election Form”), pursuant to which a holder of Transmittal and Form of Election") to be provided by the Paying Agent (NAP Public Units may make an Election as defined specified in Section 3.3(a2.3(c)) to holders of record of Shares, together with . The Election Form shall set forth instructions for use in making an Election and effecting the surrender Surrender of NAP Certificates and Book-Entry NAP Common Units in connection with the Certificates for payment thereformaking of an Election, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the NAP Certificates transmitted therewith shall pass, and an Election shall be properly made in respect of NAP Public Units, only upon proper delivery of the NAP Certificates (or lost certificate affidavit as contemplated by this Section 2.3(a)) to the Paying AgentExchange Agent or, in the case of Book-Entry NAP Common Units, upon adherence to the procedures set forth in the Election Form, and shall otherwise be in such customary form and have such other provisions as Parent and NAP may reasonably agree. Elections The Election Form shall set forth procedures that must be taken by the Holder of any NAP Certificate that has been lost, destroyed or stolen; it shall be made by mailing a condition to the Paying Agent right of such Holder to make an Election, to deliver, along with the Election Form, a duly completed Letter executed lost certificate affidavit, including an agreement to indemnify Parent, signed exactly as the name or names of Transmittal the registered Holder or Holders of NAP Public Units appeared on the books of NAP immediately prior to the Effective Time, together with a customary bond and Form such other documents, in each case, as Parent may reasonably require in connection therewith. (b) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become Holders of NAP Public Units prior to the Election Deadline. NAP shall provide to the Exchange Agent all information reasonably necessary for it to perform the obligations specified in this Section 2.3 and as specified in any agreement among the parties and the Exchange Agent. (c) Each Holder of NAP Public Units shall be entitled, with respect to all or any portion of the NAP Public Units held by such Person, to make, prior to the Election Deadline, an election (an “Election” and the act of making an Election, “Elect”) specifying (x) the number of such Holder’s NAP Public Units with respect to which such Holder makes a Common Stock Election (each NAP Public Unit in respect of which a Holder properly makes, and does not revoke, a Common Stock Election in accordance with this Section 3.3(b2.3 (for avoidance of doubt, excluding all deemed Elections pursuant to the last sentence of this Section 2.3(c)), a “Common Stock Election Unit”, and the aggregate number of Common Stock Election Units, the “Common Stock Election Total”); and (y) the number of such holder’s NAP Public Units with respect to which such holder makes a Preferred Stock Election (each NAP Public Unit in respect of which a holder properly makes, and does not revoke, a Preferred Stock Election in accordance with this Section 2.3 (for avoidance of doubt, excluding all deemed Elections pursuant to the last sentence of this Section 2.3(c)), a “Preferred Stock Election Unit”, and the aggregate number of Preferred Stock Election Units, the “Preferred Stock Election Total”). To be effectiveAny NAP Public Units with respect to which no Election shall have properly been made (or, a Letter of Transmittal if an Election shall have been made, shall have been revoked and Form of Election must be (inot properly remade) properly completed, signed and submitted prior to the Paying Agent at its designated office and (iiElection Deadline shall be deemed for purposes of Section 2.1(c)(i) accompanied by to have been made as a Common Stock Election with respect to such NAP Public Units, if the Certificates representing Common Stock Election Total exceeds the Shares as to which the election is being made (or by an appropriate guarantee of delivery of such Certificates by a commercial bank or trust company in the United States Preferred Stock Election Total, or a member of a registered national security exchange or of Preferred Stock Election, if the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to Common Stock Election Total exceeds the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Preferred Stock Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying AgentTotal.

Election Procedures. (a) Each record holder Not less than three (3) Business Days prior to the mailing of Shares the Proxy Statement pursuant to Section 5.3(a), Parent shall designate a bank or trust company reasonably acceptable to the Company to act as exchange agent hereunder (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)the "Exchange Agent") issued and outstanding for the purpose of exchanging certificates that immediately prior to the Effective Time shall be entitled to submit a request specifying represented shares of Company Common Stock (the portion "Certificates") and shares of such record holder's Shares which such record holder desires to have converted into Company Common Stock represented by book-entry (i) the Cash Consideration (a "Cash ElectionBook-Entry Shares"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. (b) Elections pursuant Each person who, on or prior to Section 3.2(a) the Election Date, is a record holder of shares of Company Common Stock shall be made on entitled to specify the form number of letter such holder's shares of transmittal Company Common Stock (and, if such shares to which the election relates are represented by Certificates, such particular shares) with respect to which such holder makes a Cash Election or Stock Election. (c) Parent shall prepare and file as an exhibit to the Registration Statement a form of election (the "Letter of Transmittal and Form of Election") in form and substance reasonably acceptable to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective TimeCompany. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the any Certificates transmitted therewith shall pass, pass only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b)and any Certificates. To be effective, a Letter of Transmittal and The Company shall mail the Form of Election must with the Proxy Statement to all persons who are record holders of shares of Company Common Stock as of the record date for the Company Stockholders' Meeting. The Form of Election shall be used by each record holder of shares of Company Common Stock (or, in the case of nominee record holders, the Beneficial Owner through proper instructions and documentation) who wishes to make a Cash Election or a Stock Election or a combination of both for any and all shares of Company Common Stock held by such holder. The Company shall use its commercially reasonable efforts to make the Form of Election available to all persons who become holders of shares of Company Common Stock during the period between the record date for the Company Stockholders' Meeting and the Election Date. (d) 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., New York City time, on or prior to (1) the date of the Company Stockholders' Meeting or (2) if the Closing Date is more than four (4) Business Days following the Company Stockholders' Meeting, two (2) Business Days preceding the Closing Date, or (3) such other date as the parties mutually agree (the "Election Date"), a Form of Election properly completed and signed and accompanied by (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as 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 election is being made books of the Company (or by an appropriate guarantee of delivery of such Certificates by Parent as set forth in such Form of Election from a commercial bank or trust company firm that is an "eligible guarantor institution" (as defined in Rule 17Ad-15 under the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., Exchange Act); provided that such Certificates are in fact delivered to the Paying Exchange Agent within eight Trading Days after by the date of execution of time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, any additional documents required by the procedures set forth in the Form of Election. After a Cash Election or a Stock Election is validly made with respect to any shares of Company Common Stock, no further registration of transfers of such shares shall be made on the stock transfer books of the Company, unless and until such Cash Election or Stock Election is properly revoked in accordance with Section 2.7(f). The . (e) Parent and the Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part publicly announce the anticipated Election Date at least five (5) Business Days prior to the Paying Agentanticipated Closing Date. If the Closing Date is delayed to a subsequent date, whether the Election Date shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any Letter such delay and, when determined, the rescheduled Election Date. (f) Any Cash Election or Stock Election may be revoked with respect to all or a portion of Transmittal and the shares of Company Common Stock subject thereto by the holder who submitted the applicable Form of Election has been properly completedby appropriate written notice received by the Exchange Agent prior to 5:00 p.m., signed New York City time, on the Election Date. In addition, all Cash Elections and Stock Elections shall automatically be revoked if this Agreement is terminated in accordance with Article VII. If a Cash Election or Stock Election is revoked with respect to shares of Company Common Stock represented by Certificates, Certificates representing such shares shall be promptly returned to the holder that submitted or revoked. the same to the Exchange Agent. (g) The decision determination of the Company Exchange Agent (or the Paying joint determination of Parent and the Company, in the event that the Exchange Agent declines to make any such determination) shall be conclusive and binding as to whether or not Cash Elections and Stock Elections shall have been properly made or revoked pursuant to this Section 2.7 and as to when Cash Elections, Stock Elections and revocations were received by the Exchange Agent. The Exchange Agent (or Parent and the Company jointly, in the event that the Exchange Agent declines to make the following computation) shall also make all computations as to the case may be) in such matters proration contemplated by Section 2.6(d), and absent manifest error this computation shall be conclusive and binding. Neither The Exchange Agent may, with the Company nor written agreement of Parent and the Paying Agent will Company, make any rules as are consistent with this Section 2.7 for the implementation of the Cash Elections and Stock Elections provided for in this Agreement as shall be under any obligation necessary or desirable to notify any person of any defect in a Letter of Transmittal effect these Cash Elections and Form of Election submitted to the Paying AgentStock Elections.

Election Procedures. (a) Each record holder of Shares record of shares (other than Dissenting Shares) of Company Common Stock ("Holder") shall have the right, if anysubject to the limitations set forth in this Article 2, Shares owned by Textron and shares to be cancelled submit an election in accordance with Section 3.1(b)the following procedures: (a) issued and outstanding immediately prior to the Effective Time shall be entitled to submit Each Holder may specify in a request specifying made in accordance with the portion provisions of such record holder's Shares which such record holder desires to have converted into this Section 2.2 (an "Election") (i) the Cash Consideration (number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a "Cash Election"), Stock Election and (ii) the number of shares of Company Common Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or owned by such Holder with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed Holder desires to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which make a Cash Election has been madeElection. (b) Elections pursuant The Parent shall prepare a form reasonably acceptable to Section 3.2(a) shall be made on the form of letter of transmittal and form of election Company (the "Letter of Transmittal and Form of Election") which shall be mailed to be provided by the Paying Agent Company's stockholders entitled to vote at the Company Stockholders Meeting so as to permit the Company's stockholders to exercise their right to make an Election prior to the Election Deadline. (as defined in Section 3.3(a)c) to holders of record of Shares, together with instructions for use in effecting The Parent shall make the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify initially available at the time that delivery shall be effectedthe Proxy Statement is made available to the stockholders of the Company, to such stockholders, and risk of loss and title shall use commercially reasonable efforts to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent make available as promptly as possible a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter to any stockholder of Transmittal and the Company who requests such Form of Election must following the initial mailing of the Forms of Election and prior to the Election Deadline. In no event shall the Form of Election initially be made available less than twenty days prior to the Election Deadline. (id) Any Election shall have been made properly completedonly if the bank or trust company designated by the Parent (the "Exchange Agent"), shall have received, by 5:00 p.m. local time in the city in which the principal office of such Exchange Agent is located, on the day before the Company Stockholders Meeting (the "Election Deadline"), a Form of Election properly completed and signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates certificates representing the Shares as shares of Company Common Stock (the "Certificates") to which the election is being made (such Form of Election relates or by an appropriate a customary guarantee of delivery of such Certificates by Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities DealersStates; provided, Inc., provided that such Certificates are in fact delivered to the Paying Exchange Agent within eight Trading Days after by the date of execution of time required in such guarantee of delivery). The Failure to deliver shares of Company Common Stock covered by a guarantee of delivery within the time set forth in such guarantee shall determinebe deemed to invalidate any otherwise properly made Election, unless otherwise determined by the Parent, in its sole discretion. The Company and absolute discretionthe Parent shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen Business Days before, which authority it may delegate in whole or in part and at least five Business Days before, the Election Deadline. (e) Any Holder may, at any time prior to the Paying AgentElection Deadline, whether any Letter of Transmittal change his, her or its Election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed, revised Form of Election. If the Parent shall determine in its reasonable discretion that any Election is not properly made with respect to any shares of Company Common Stock, such Election shall be deemed to be not in effect, and the shares of Company Common Stock covered by such Election shall be deemed to be Non-Election Shares, unless a proper Election is thereafter timely made. (f) Any Holder may, at any time prior to the Election Deadline, revoke his, her or its Election by written notice received by the Exchange Agent prior to the Election Deadline or by withdrawal prior to the Election Deadline of his, her or its Certificate, or of the guarantee of delivery of such Certificates, previously deposited with the Exchange Agent. All Elections shall be revoked automatically if the Exchange Agent is notified in writing by the Parent or the Company that this Agreement has been properly completedterminated in accordance with Article 7. (g) The Parent shall have the right to make all determinations, signed and submitted or revoked. The decision not inconsistent with the terms of this Agreement, governing the validity of the Company (or Forms of Election and compliance by any Holder with the Paying Agent, as the case may be) Election procedures in such matters shall be conclusive and bindingthis Article 2. Neither the Company Parent nor the Paying Exchange Agent will be under shall have any obligation to notify any person inform the Holder of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Agentsuch determination.

Election Procedures. Each holder of record of shares of Yardville Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this Article 3, to submit an election in accordance with the following procedures: (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled Holder may specify in a request made in accordance with the provisions of this Section 3.1(b)3.2.1 (herein called an “Election”) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (number of shares of Yardville Common Stock owned by such Holder with respect to which such Holder desires to make a "Cash Election"), Stock Election and (ii) the number of shares of Yardville Common Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or owned by such Holder with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed Holder desires to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which make a Cash Election has been madeElection. (b) Elections pursuant Acquirer shall prepare a form reasonably acceptable to Section 3.2(a) shall be made on the form of letter of transmittal and form of election Yardville (the "Letter of Transmittal and “Form of Election"”) which shall be mailed to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders each holder of record of Shares, together with instructions for use in effecting Certificate(s) so as to permit such holders to exercise their right to make an Election prior to the surrender of Election Deadline. (c) Acquirer shall make the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title initially available not less than twenty (20) business days prior to the Certificates transmitted therewith anticipated Election Deadline and shall pass, only upon proper delivery of the Certificates use all reasonable efforts to the Paying Agent. Elections shall be made by mailing to the Paying Agent make available as promptly as possible a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter to any stockholder of Transmittal and Yardville who requests such Form of Election must be following the initial mailing of the Forms of Election and prior to the Election Deadline. (id) Any Election shall have been made properly completedonly if the person authorized to receive Elections and to act as Exchange Agent, pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Yardville stockholders, shall have received, by the Election Deadline, a Form of Election properly completed and signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (such Form of Election relates or by an appropriate customary guarantee of delivery of such Certificates by certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities DealersStates; provided, Inc., provided that such Certificates are in fact delivered to the Paying Exchange Agent within eight Trading Days after by the date of execution of time required in such guarantee of delivery). The Company Failure to deliver shares of Yardville Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall determinebe deemed to invalidate any otherwise properly made Election, unless otherwise determined by Acquirer, in its sole and absolute discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which authority it may delegate in whole or in part the principal office of the Exchange Agent is located) on the day prior to the Paying AgentYardville Stockholders’ Meeting. Yardville and Acquirer shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) business days before, whether and at least five (5) business days prior to, the Election Deadline. (e) Any Yardville stockholder may, at any Letter of Transmittal time prior to the Election Deadline, change or revoke his or her Election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Form of Election has been properly completed, signed and submitted or revokedElection. The decision Subject to the terms of the Company Exchange Agent Agreement, if Acquirer shall determine in its reasonable discretion that any Election is not properly made with respect to any shares of Yardville Common Stock (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company neither Acquirer nor Yardville nor the Paying Exchange Agent will be being under any obligation duty to notify any person stockholder of any defect such defect), such Election shall be deemed to be not in effect, and the shares of Yardville Common Stock covered by such Election shall, for purposes hereof, be deemed to be Non-Election Shares, unless a Letter proper Election is thereafter timely made. (f) Any Yardville stockholder may, at any time prior to the Election Deadline, revoke his or her Election by written notice received by the Exchange Agent prior to the Election Deadline or by withdrawal prior to the Election Deadline of Transmittal and Form his or her Certificates, or of the guarantee of delivery of such Certificates, previously deposited with the Exchange Agent. All Elections shall be automatically deemed revoked upon receipt by the Exchange Agent of written notification from Acquirer or Yardville that this Agreement has been terminated in accordance with Article 11. (g) Subject to the terms of the Exchange Agent Agreement, Acquirer, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing (i) the validity of the Forms of Election submitted and compliance by any Yardville stockholder with the Election procedures set forth herein, (ii) the manner and extent to which Elections are to be taken into account in making the Paying Agentdeterminations prescribed by Section 3.1.3, (iii) the issuance and delivery of certificates representing the whole number of shares of Acquirer Common Stock into which shares of Yardville Common Stock are converted in the Merger and (iv) the method of payment of cash for shares of Yardville Common Stock converted into the right to receive the Cash Consideration and cash in lieu of fractional shares of Acquirer Common Stock.

Election Procedures. Each holder of record of shares of Company Common Stock to be converted into the right to receive the Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Sections 1.4(c)(i) and 1.5 (a “Holder”) shall have the right, subject to the limitations set forth in this Article I, to submit an election in accordance with the following procedures: (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled Holder may specify in a request made in accordance with the provisions of this Section 3.1(b)1.6 (herein called an “Election”) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (number of whole shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a "Cash Election"), Stock Election and (ii) the number of whole shares of Company Common Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or owned by such Holder with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed Holder desires to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which make a Cash Election. A Holder who holds shares of Company Common stock as nominee, trustee or in another representative capacity may submit multiple Election has been madeForms, provided that each such Election Form covers all the shares of Company Common Stock held by such representative for a particular beneficial owner. (b) Elections pursuant GWBI shall prepare a form reasonably acceptable to Section 3.2(a) shall be made on the Company, including appropriate and customary transmittal materials in such form of letter of transmittal as prepared by GWBI and form of election reasonably acceptable to Company (the "Letter of Transmittal and Form of “Election Form”), so as to permit the Holders to exercise their right to make an Election". (c) to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be GWBI (i) properly completed, signed shall initially make available and submitted mail the Election Form not less than twenty (20) Business Days prior to the Paying Agent at its designated office anticipated Election Deadline, or on such other date as the parties may agree, to Holders of record as of two (2) Business Days prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Election Form to any Holder who requests such Election Form prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, an Election Form properly completed and signed (including duly executed transmittal materials included in the Election Form) and accompanied by the any Old Certificates representing the Shares as all certificated shares to which the election is being made (such Election Form relates or by an appropriate customary guarantee of delivery of such Certificates by Old Certificates, as set forth in such Election Form, from a member of any registered national securities exchange or a commercial bank or trust company in the United States or a member of a registered national security exchange or States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the National Association Exchange Agent is located) on the date which the parties shall agree is as near as practicable to three (3) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after them announcing the date of execution the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline. Any shares of such guarantee Company Common Stock with respect to which the Holder thereof shall not, as of delivery). The Company shall determinethe Election Deadline, in its sole and absolute discretion, which authority it may delegate in whole or in part have made an Election by submission to the Paying AgentExchange Agent of an effective, whether any Letter of Transmittal and properly completed Election Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of deemed Non-Election submitted to the Paying AgentShares.

Election Procedures. (a) Each record holder of Shares An election form and other appropriate and customary transmittal materials (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith theretofore representing shares of Hydrocarbon Common Stock shall pass, only upon proper delivery of the such Certificates to the Paying Redemption/Exchange Agent. Elections ) in such form as Energy Partners and Hydrocarbon shall mutually agree (the "Election Form") and pursuant to which each holder of record of shares of Hydrocarbon Common Stock as of the close of business on the Election Deadline may make an election pursuant to this Section 3.2, shall be made by mailed at the same time as the Joint Proxy Statement or at such other time as Hydrocarbon and Energy Partners may agree (the date on which such mailing is commenced or such other agreed date, the "Mailing Date") to each holder of record of Hydrocarbon Common Stock as of the Paying Agent a duly completed Letter close of Transmittal business on the record date for notice of the Hydrocarbon Meeting (the "Election Form Record Date"). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and Form customary documentation and instructions), other than any holder of Election in accordance with Section 3.3(b). To be effectiveAppraisal Shares, a Letter of Transmittal and Form of Election must be to specify (i) properly completedthe number of such holder's shares of Hydrocarbon Common Stock with respect to which such holder elects to have redeemed for the Per Share Cash Consideration in the Redemption ("Cash Election Shares"), signed and submitted to the Paying Agent at its designated office and (ii) accompanied the number of such holder's shares of Hydrocarbon Common Stock with respect to which such holder elects to have exchanged for the Per Share Unit Consideration in the Merger ("Unit Election Shares"), (iii) the number of such holder's shares of Hydrocarbon Common Stock with respect to which such holder elects to receive the Stated Consideration (the "Stated Consideration Shares"), a portion of which shares shall be Stated Consideration Cash Shares to be redeemed for the Per Share Cash Consideration in the Redemption, and a portion of which shares shall be Stated Consideration Unit Shares to be exchanged for the Per Share Unit Consideration in the Merger, both as provided for herein, and (iv) the number of such holder's shares of Hydrocarbon Common Stock with respect to which such holder makes no election ("Non-Electing Shares"). For each holder electing to receive the Stated Consideration, (x) that number of such holder's Stated Consideration Shares equal to the quotient obtained by dividing (1) the product of the Per Share Stated Cash Consideration multiplied by the Certificates representing number of such holder's Stated Consideration Shares by (2) the Per Share Cash Consideration, rounded to the nearest whole share, shall be deemed "Stated Consideration Cash Shares" hereunder and (y) that number of such holder's Stated Consideration Shares as equal to (1) the number of such holder's Stated Consideration Shares minus (2) the number of such holder's Stated Consideration Cash Shares shall be deemed "Stated Consideration Unit Shares" hereunder. Any Hydrocarbon Common Stock with respect to which the election is being made Redemption/Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York City time, on the 33rd day following the Mailing Date (or such other time and date as Hydrocarbon and Energy Partners shall agree) (the "Election Deadline") (other than any shares of Hydrocarbon Common Stock that constitute Appraisal Shares as of such time) shall also be deemed to be Non-Electing Shares. In addition, any shares of Hydrocarbon Common Stock treated as outstanding upon the exercise of Hydrocarbon Stock Options pursuant to Section 3.7(a) shall be deemed to be Non-Electing Shares. (c) Hydrocarbon and Energy Partners shall mail one or more Election Forms as may reasonably be requested from time to time by an appropriate guarantee all Persons who become holders (or beneficial owners) of Hydrocarbon Common Stock between the Election Form Record Date and the close of business on the Business Day prior to the Election Deadline. Hydrocarbon shall provide to the Redemption/Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any such election shall have been properly made only if the Redemption/Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by (i) one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates Certificates) representing all certificated shares of Hydrocarbon Common Stock covered by a commercial bank such Election Form or trust company (ii) in the United States case of shares in book-entry form, any additional documents specified by the procedures set forth in the Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Hydrocarbon Common Stock represented by such Election Form shall become Non-Electing Shares and Energy Partners shall cause the Certificates, if any, representing Hydrocarbon Common Stock to be 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 member of a registered national security exchange subsequent election is properly made with respect to any or all of the National Association applicable shares of Securities Dealers, Inc., provided such Certificates are in fact delivered Hydrocarbon Common Stock. Subject to the Paying terms of this Agreement and of the Election Form, the Redemption/Exchange Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part have reasonable discretion to the Paying Agent, determine whether any Letter of Transmittal and Form of Election election, revocation or change has been properly completedor timely made and to disregard immaterial defects in the Election Forms, signed and submitted or revoked. The decision any good faith decisions of the Company (or the Paying Agent, as the case may be) in Redemption/Exchange Agent regarding such matters shall be conclusive binding and bindingconclusive. Neither None of Energy Partners, MergerCo or the Company nor the Paying Redemption/Exchange Agent will shall be under any obligation to notify any person Person of any defect in a Letter an Election Form. (e) Within ten Business Days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon after the Effective Time as practicable (and in no event more than ten Business Days after the Effective Time), Hydrocarbon and Energy Partners shall cause the Redemption/Exchange Agent to effect the allocation among the holders of Transmittal and Form shares of Hydrocarbon Common Stock of rights to receive cash in the Redemption or Common Units in the Merger in accordance with the Election submitted Forms (subject to compliance with the Paying Agent.provisions of this Agreement) as follows:

Election Procedures. (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and record of shares of Company Common Stock to be cancelled converted into the right to receive the Merger Consideration in accordance with, and subject to, the provisions of this Article II (a “Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with Section 3.1(b)) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into following procedures: (i) Each Holder may specify in a request made in accordance with the Cash Consideration provisions of this Section 2.2(b) (herein called an “Election”) (A) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make an Equity Election, (B) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a "Cash Election"), and (C) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Mixed Election. (ii) Parent shall prepare a form reasonably acceptable to the Stock Consideration Company, including appropriate and customary transmittal materials in such form as prepared by Parent and reasonably acceptable to the Company (a "Stock the “Form of Election") or (iii) the Mixed Consideration (a "Mixed Election"”), or to indicate that such record holder has no preference so as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares permit Holders to exercise their right to make an Election. The Election Form shall include (A) a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election"which shall (1) to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections Exchange Agent and (2) be in customary form and contain such other provisions as Parent, the Company and the Exchange Agent shall be made by mailing reasonably agree upon prior to the Paying Agent a duly completed Letter Election Form Record Date), and (B) instructions for use in effecting the surrender of Transmittal such Certificates in exchange for the Merger Consideration, any dividends or other distributions payable pursuant to Section 2.2(g) and any cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.1(h). (iii) Parent shall (A) initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to (x) each holder of Company RSU Awards entitled to receive the Merger Consideration in accordance with Section 3.3(b2.3(a). To be effective, (y) each holder of Company PSU Award entitled to receive the Merger Consideration in accordance with Section 2.3(d) and (z) each Holder, in each case, of record as of a Letter of Transmittal date no earlier than the fifteen (15) Business Days prior to such mailing date, and (B) following such mailing date, use reasonable efforts to make available as promptly as practicable a Form of Election must be (i) properly completed, signed and submitted to any stockholder who requests such Form of Election prior to the Paying Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period.” (iv) Any Election shall have been made properly only if the Exchange Agent at its designated office shall have received, during the Election Period, a Form of Election properly completed and executed (iiincluding duly executed transmittal materials included in the Form of Election) and accompanied by the any Certificates representing the Shares as all certificated shares to which the election is being made (such Form of Election relates or by an appropriate customary guarantee of delivery of such Certificates by Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States or States. As used herein, unless otherwise agreed in advance by the Parties, “Election Deadline” means 5:00 p.m., Eastern Time, on the date which the Parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The Company and Parent shall cooperate to issue a member press release reasonably satisfactory to each of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after them announcing the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part the Election Deadline at least five (5) Business Days prior to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying AgentDeadline.

Election Procedures. (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and record of shares of Company Common Stock to be cancelled converted into the right to receive the Merger Consideration in accordance with, and subject to, Section 3.1 and this Section 3.2 (a “Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election in accordance with Section 3.1(b)) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into following procedures: (i) Each Holder may specify in a request made in accordance with the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt provisions of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)(herein called an “Election”) (collectively, "Non-A) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election Shares"and (B) shall be deemed the number of shares of Company Common Stock owned by such Holder with respect to be Shares in respect of which such Holder desires to make a Cash Election has been madeElection. (bii) Elections pursuant Parent shall prepare a form reasonably acceptable to Section 3.2(a) shall be made on the Company, including appropriate and customary transmittal materials in such form of letter of transmittal as prepared by Parent and form of election reasonably acceptable to the Company (the "Letter of Transmittal and “Form of Election"”), so as to permit Holders to exercise their right to make an Election. (iii) to be provided by Parent and the Paying Agent Company (as defined in Section 3.3(a)A) to holders of record of Shares, together with instructions for use in effecting shall initially make available and mail the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effectednot less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the fifth (5th) Business Day prior to such mailing date, and risk of loss and title (B) following such mailing date, shall use all reasonable efforts to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent make available as promptly as possible a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and to any shareholder who requests such Form of Election must be (i) properly completed, signed and submitted prior to the Paying Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period.” (iv) Any Election shall have been made properly only if the Exchange Agent at its designated office shall have received, during the Election Period, a Form of Election properly completed and executed (iiincluding duly executed transmittal materials included in the Form of Election) and accompanied by the any Certificates representing the Shares as all certificated shares to which the election is being made (such Form of Election relates or by an appropriate customary guarantee of delivery of such Certificates by a commercial bank or trust company Certificates, as set forth in the United States or such Form of Election, from a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Agent.any

Election Procedures. Each Non-IAC Match Shareholder who is a holder of record of shares of Match Capital Stock shall have the right, subject to the limitations set forth in this Section 3.02, on or prior to the Election Deadline, to submit an election in accordance with the following procedures: (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled Non-IAC Match Shareholder may specify in a request made in accordance with the provisions of this Section 3.1(b)3.02 (herein called an “Election”) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (number of shares of Match Capital Stock owned by such holder with respect to which such holder desires to make a "Cash Election"), Cash/Stock Election and (ii) the number of shares of Match Capital Stock Consideration (a "owned by such holder with respect to which such holder desires to make an All-Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) IAC and Match shall be made on the form of letter of prepare a form, including appropriate and customary transmittal and form of election materials (the "Letter of Transmittal and “Form of Election"”), so as to permit Non-IAC Match Shareholders to exercise their right to make an Election. (c) IAC and Match (i) shall initially make available and mail the Form of Election not less than 20 Business Days prior to be provided by the Paying Agent (as defined in Section 3.3(a)) anticipated date of the Election Deadline to Non-IAC Match Shareholders who are holders of record of Shares, together with instructions for use in effecting the surrender shares of Match Capital Stock as of the Certificates for payment thereforBusiness Day prior to such mailing date (such record date, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of “Election shall specify that delivery shall be effectedRecord Date”), and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by following such mailing date, shall use commercially reasonable efforts to make the Certificates representing the Shares as to which the election is being made (or by an appropriate guarantee of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed available to all persons who become holders of record of shares of Match Capital Stock during the period between the Election Record Date and submitted or revokedthe Election Deadline. The decision time period between such mailing date and the Election Deadline is referred to herein as the “Election Period.” (d) Any Election shall have been made properly only if the Agent shall have received, during the Election Period, (i) in the case of shares represented by a certificate, the Company (or surrender of such certificate for cancellation to the Paying Agent, as or (ii) in the case of shares held in book-entry form, the receipt of an “agent’s message” or other required electronic communication by the Agent, in each case together with the Form of Election, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may bereasonably be required by the Agent. As used herein, unless otherwise agreed in advance by the Parties, “Election Deadline” means 5:00 p.m. (New York City time) in such matters on the date that is the fifth Business Day preceding the date for which the Match Stockholder Meeting is scheduled. IAC and Match shall cooperate to issue a press release reasonably satisfactory to each of them announcing the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the date on which the Election Deadline occurs. If the Match Stockholder Meeting is delayed to a subsequent date, the Election Deadline shall be conclusive delayed by the same period such that the Election Deadline is still 5:00 p.m. (New York City time) on the date that is the fifth Business Day preceding the date for which the Match Stockholder Meeting is scheduled, and binding. Neither IAC and Match shall promptly announce any such delay and, when determined, the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of rescheduled Election submitted to the Paying AgentDeadline.

Election Procedures. (a) Each record holder of Shares record of shares of Company Common Stock (other than Dissenting Shares, if any, Shares owned by Textron including Company Restricted Stock and shares of Company Common Stock issued upon exercise of Company Options pursuant to be cancelled in accordance with Section 3.1(b3.10(a)) issued and outstanding immediately prior to the Effective Time (a “Holder”) shall be entitled 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) Each Holder may specify in a request specifying made in accordance with the portion provisions of such record holder's Shares which such record holder desires to have converted into this Section 3.3 (herein called an “Election”) (i) the Cash Consideration (number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a "Cash Election"), Stock Election and (ii) the number of shares of Company Common Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or owned by such Holder with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed Holder desires to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which make a Cash Election has been madeElection. (b) Elections pursuant Parent shall prepare a form reasonably acceptable to Section 3.2(a) shall be made on the form of letter of transmittal and form of election Company (the "Letter of Transmittal and “Form of Election"”), which shall be mailed by the Company to record holders of Company Common Stock so as to permit those holders to exercise their right to make an Election prior to the Election Deadline. (c) The Company shall mail or cause to be provided by mailed the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk to record holders of loss and title Common Stock as of the record date for the Company Stockholder Meeting not less than twenty (20) Business Days prior to the Certificates transmitted therewith anticipated Election Deadline and shall pass, only upon proper delivery of the Certificates use reasonable best efforts to the Paying Agent. Elections shall be made by mailing to the Paying Agent make available as promptly as possible a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(bto all persons who become holders of shares of Common Stock during the period following the record date for the Company Stockholder Meeting and prior to the Election Deadline. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”). To be effective, a Letter pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of Transmittal and the Form of Election must be (i) to Company stockholders, shall have received, by the Election Deadline, a Form of Election properly completed, completed and signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as 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 election is being made (books of the Company or by an appropriate customary guarantee of delivery of such Certificates by Certificates, as set forth in such Form of Election, from a commercial bank or trust company firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the United States or a member of a registered national security exchange or of the National Association of Securities DealersExchange Act); provided, Inc., provided that such Certificates are in fact delivered to the Paying Exchange Agent within eight Trading Days after by the date of execution of time required in such guarantee of delivery), and, in the case of Book-Entry Shares, any additional documents specified in the procedures set forth in the Form of Election. The Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall determinebe deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole and absolute discretion. As used herein, unless otherwise agreed in advance by the Company and Parent, “Election Deadline” means 5:00 p.m. local time (in the city in which authority it may delegate in whole or in part the principal office of the Exchange Agent is located) on the later of (i) the date immediately prior to the Paying Agent, whether any Letter of Transmittal Company Stockholder Meeting and Form of Election has been properly completed, signed (ii) the date that Parent and submitted or revokedthe Company shall agree is five (5) Business Days prior to the expected Closing Date. The decision Company and Parent shall cooperate to issue a press release reasonably satisfactory to each of them announcing the anticipated date of the Company Election Deadline not more than fifteen (or 15) Business Days before, and at least five (5) Business Days prior to, the Paying AgentElection Deadline. If the Closing is delayed to a subsequent date, as the case may be) in such matters Election Deadline shall be conclusive similarly delayed and binding. Neither the Company nor the Paying Agent will be under any obligation and Parent shall cooperate to notify any person of any defect in a Letter of Transmittal promptly publicly announce such rescheduled Election Deadline and Form of Election submitted to the Paying AgentClosing.

Election Procedures. Each holder of record of shares of Company Common Stock and Company Restricted Stock Awards to be converted into the right to receive the Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Sections 2.8 and 2.10 (a “Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled Holder may specify in a request made in accordance with the provisions of this Section 3.1(b)2.11 (herein called an “Election”) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration number of shares of Company Common Stock owned by such Holder (or subject to Company Restricted Stock Awards) with respect to which such Holder desires to make a "Cash Election"), Stock Election and (ii) the number of shares of Company Common Stock Consideration owned by such Holder (a "or subject to Company Restricted Stock Election"Awards) or (iii) the Mixed Consideration (a "Mixed Election"), or with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed Holder desires to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which make a Cash Election has been madeElection. (b) Elections pursuant Parent shall prepare a form reasonably acceptable to Section 3.2(a) shall be made on the Company, including appropriate and customary transmittal materials in such form of letter of transmittal as prepared by Parent and form of election reasonably acceptable to the Company (the "Letter of Transmittal and “Form of Election"”), so as to permit Holders to exercise their right to make an Election. (c) to be provided by Parent (i) shall initially make available and mail the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title not less than twenty (20) Business Days prior to the Certificates transmitted therewith shall passanticipated Election Deadline to Holders of record as of a date as near as practicable to such mailing date, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have 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 the any Certificates representing the Shares as all certificated shares to which the election is being made (such Form of Election relates or by an appropriate customary guarantee of delivery of such Certificates by Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States or a member of a registered national security exchange or States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the National Association Exchange Agent is located) on the date which the parties shall agree is as near as practicable to two (2) Business Days preceding the Closing Date. The Parties shall cooperate to issue a press release reasonably satisfactory to each of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after them announcing the date of execution of such guarantee of delivery). The Company shall determinethe Election Deadline not more than fifteen (15) Business Days before, in its sole and absolute discretionat least five (5) Business Days prior to, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying AgentDeadline.

Election Procedures. (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and record of shares to be cancelled in accordance with Section 3.1(b)) of MSLO Common Stock issued and outstanding immediately prior to the Effective Time Election Deadline (a “MSLO Holder”) shall be entitled 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) Each MSLO Holder may specify in a request specifying made in accordance with the portion provisions of such record holder's Shares which such record holder desires to have converted into this Section 2.3 (an “Election”) (i) the Cash Consideration (number of shares of MSLO Common Stock owned by such MSLO Holder with respect to which such MSLO Holder desires to make a "Cash Stock Election"), (ii) the number of shares of MSLO Common Stock Consideration (owned by such MSLO Holder with respect to which such MSLO Holder desires to make a "Stock Election") or Cash Election and (iii) the Mixed Consideration (a "Mixed Election")particular shares for which the MSLO Holder desires to make either such election, or to indicate that and the order in which either such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant apply to this any such shares if the election is subject to proration under Section 3.2(a) and Section 3.1(g)) (collectively, "Non-2.4. Any MSLO Holder who wishes to make an Election Shares") shall be deemed required to be Shares waive all dissenters’ rights in respect of which a Cash Election has been madeconnection with making such Election. (b) Elections pursuant TopCo shall prepare a form reasonably acceptable to Section 3.2(a) shall be made on the form of letter of transmittal MSLO and form of election Sequential (the "Letter of Transmittal and “Form of Election"”), which shall be mailed by TopCo to record holders of MSLO Common Stock so as to permit those MSLO Holders to exercise their right to make an Election prior to the Election Deadline. (c) TopCo shall mail or cause to be provided mailed or delivered, as applicable, the Form of Election to record holders of MSLO Common Stock as of the record date for the MSLO Stockholders Meeting not less than 20 Business Days prior to the anticipated Election Deadline. TopCo shall make available one or more Forms of Election as may reasonably be requested from time to time by the Paying Agent (as defined in Section 3.3(a)) to all persons who become holders of record of Shares, together with instructions for use in effecting MSLO Common Stock during the surrender of the Certificates for payment therefor, as soon as practicable period following the Effective Time. The Letter of Transmittal record date for the MSLO Stockholders Meeting and prior to the Election Deadline. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, prior to the Election Deadline, a Form of Election shall specify that delivery shall be effected, properly completed and risk signed and accompanied by MSLO Certificates (or affidavits of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery in lieu of the Certificates MSLO Certificates, subject to the Paying Agent. Elections shall be made by mailing Section 2.2(j)) to the Paying Agent a duly completed Letter of Transmittal and which such Form of Election relates, duly endorsed in accordance with Section 3.3(b). To be effective, a Letter blank or otherwise in form acceptable for transfer on the books of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (MSLO or by an appropriate customary guarantee of delivery of such Certificates by MSLO Certificates, as set forth in such Form of Election, from a commercial bank or trust company firm that is an eligible guarantor institution (as defined in Rule 17Ad-15 under the United States or a member of a registered national security exchange or of the National Association of Securities DealersExchange Act); provided, Inc., provided that such MSLO Certificates are in fact delivered to the Paying Exchange Agent within eight Trading Days after by the date of execution of 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 Form of Election. The Company Failure to deliver shares of MSLO Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall determinebe deemed to invalidate any otherwise properly made Election, unless otherwise determined by Sequential, in its sole and absolute discretion. As used herein, unless otherwise jointly agreed in advance by Sequential and MSLO, “Election Deadline” means 5:00 p.m. local time (in the city in which authority it may delegate in whole or in part the principal office of the Exchange Agent is located) on the later of (i) the date immediately prior to the Paying AgentMSLO Stockholders Meeting and (ii) if on the date immediately prior to the MSLO Stockholders Meeting, whether any Letter 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 Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision them announcing the anticipated date of the Company (or Election Deadline not more than 15 Business Days before, and at least five Business Days prior to, the Paying Agentanticipated date of the Election Deadline. If the Closing is delayed to a subsequent date, as the case may be) in such matters Election Deadline shall be conclusive and binding. Neither the Company nor the Paying Agent will similarly delayed to a subsequent date (which shall be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted three Business Days prior to the Paying AgentClosing Date) and MSLO and Sequential shall cooperate to promptly publicly announce such rescheduled Election Deadline.

Election Procedures. Each holder of record of shares of NCF Common Stock ("Holder") shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled Holder may specify in a request made in accordance with the provisions of this Section 3.1(b)) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into 2.1 (i) the Cash Consideration (a herein called an "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iiix) the Mixed Consideration (a "Mixed Election"), or number of shares of NCF Common Stock owned by such Holder with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed Holder desires to have been made pursuant make a Stock Election and (y) the number of shares of NCF Common Stock owned by such Holder with respect to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed which such Holder desires to be Shares in respect of which make a Cash Election has been madeElection. (b) Elections pursuant STI shall prepare a form reasonably acceptable to Section 3.2(a) shall be made on the form of letter of transmittal and form of election NCF (the "Letter of Transmittal and Form of Election") which shall be mailed to be provided by NCF's shareholders entitled to vote at the Paying Agent NCF Stockholders Meeting (as hereinafter defined) so as to permit NCF's shareholders to exercise their right to make an Election prior to the Election Deadline. (c) STI shall make the Form of Election initially available at the time that the Joint Proxy Statement (as defined in Section 3.3(a)herein) is made available to holders the shareholders of record of SharesNCF, together with instructions for to such shareholders, and shall use in effecting the surrender of the Certificates for payment therefor, all reasonable efforts to make available as soon promptly as practicable following the Effective Time. The Letter of Transmittal and possible a Form of Election shall specify that delivery shall be effected, and risk to any shareholder of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and NCF who requests such Form of Election in accordance with Section 3.3(b)following the initial mailing of the Forms of Election and prior to the Election Deadline. To be effective, a Letter of Transmittal and In no event shall the Form of Election must be made available less than twenty (i20) days prior to the Election Deadline. (d) Any Election shall have been made properly completedonly if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company designated by STI and reasonably acceptable to NCF (the "Exchange Agent"), pursuant to an agreement (the "Exchange Agent Agreement") entered into prior to the mailing of the Form of Election to NCF shareholders and reasonably acceptable to NCF, shall have received, by 5:00 p.m. local time in the city in which the principal office of such Exchange Agent is located, on the date of the Election Deadline, a Form of Election properly completed and signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the NCF Stock Certificates representing the Shares as to which the election is being made (such Form of Election relates or by an appropriate customary guarantee of delivery of such Certificates by certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities DealersStates; provided, Inc., provided that such Certificates certificates are in fact delivered to the Paying Exchange Agent within eight Trading Days after by the date of execution of time required in such guarantee of delivery). The Company Failure to deliver shares of NCF Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall determinebe deemed to invalidate any otherwise properly made Election, unless otherwise determined by STI, in its sole and absolute discretion. As used herein, which authority it may delegate in whole or in part "Election Deadline" means 5:00 p.m. on the date that is the day prior to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision date of the Company NCF Stockholders Meeting. NCF and STI shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (or 15) business days before, and at least five (5) business days prior to, the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying AgentDeadline.

Election Procedures. Each holder of record of shares of Anchor Common Stock and Anchor Restricted Stock Awards to be converted into the right to receive the Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Sections 1.5(a) and 2.1 (a “Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Each record holder of Shares (Holder other than holders of Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled may specify in a request made in accordance with the provisions of this Section 3.1(b)2.2 (herein called an “Election”) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration number of shares of Anchor Common Stock owned by such Holder (or subject to such Anchor Restricted Stock Awards) with respect to which such Holder desires to make a "Cash Election"), Stock Election and (ii) the number of shares of Anchor Common Stock Consideration owned by such Holder (a "or subject to such Anchor Restricted Stock Election"Awards) or (iii) the Mixed Consideration (a "Mixed Election"), or with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed Holder desires to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which make a Cash Election has been madeElection. (b) Elections pursuant Old National shall prepare a form reasonably acceptable to Section 3.2(a) shall be made on the Anchor, including appropriate and customary transmittal materials in such form of letter of transmittal as prepared by Old National and form of election reasonably acceptable to Anchor (the "Letter of Transmittal and “Form of Election"”), so as to permit Holders to exercise their right to make an Election. (c) to be provided by Old National (i) shall initially make available and mail the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title not less than thirty (30) business days prior to the Certificates transmitted therewith shall pass, only upon proper delivery anticipated Election Deadline to Holders of record as of the Certificates business day prior to the Paying Agent. Elections shall be made by such mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effectivedate, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder or holder of Anchor Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if Old National shall have 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 the any Old Certificates representing the Shares as all certificated shares to which the election is being made (such Form of Election relates or by an appropriate customary guarantee of delivery of such Certificates by Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States or States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of Old National is located) on the date which the parties shall agree is as near as practicable to two (2) business days preceding the Closing Date. The Parties shall cooperate to issue a member press release reasonably satisfactory to each of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after them announcing the date of execution of such guarantee of delivery). The Company shall determinethe Election Deadline not more than fifteen (15) business days before, in its sole and absolute discretionat least five (5) business days prior to, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying AgentDeadline.

Election Procedures. (a) Each record Subject to the terms of the Letter Agreement, each holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and record of shares to be cancelled in accordance with Section 3.1(b)) of Company Common Stock issued and outstanding immediately prior to the Effective Time Time, and (subject to Section 3.10(c)) each holder of Company RSUs or Company PSUs (any of the foregoing, a “Holder”) shall be entitled 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) Each Holder may specify in a request specifying made in accordance with the portion provisions of such record holder's Shares which such record holder desires to have converted into this Section 3.3 (herein called an “Election”) (i) the Cash Consideration (number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a "Cash Election"), Stock Election and (ii) the number of shares of Company Common Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or owned by such Holder with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed Holder desires to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which make a Cash Election has been madeElection. (b) Elections pursuant Parent shall prepare a form reasonably acceptable to Section 3.2(a) shall be made on the form of letter of transmittal and form of election Company (the "Letter of Transmittal and “Form of Election") to ”), which shall be provided mailed by the Paying Agent (as defined in Section 3.3(a)) Company to record holders of Company Common Stock and delivered to holders of record of Shares, together with instructions for use in effecting Company RSUs and Company PSUs so as to permit those holders to exercise their right to make an Election prior to the surrender of the Certificates for payment thereforElection Deadline. (c) The Company shall mail or cause to be mailed or delivered, as soon as practicable following applicable, the Effective Time. The Letter of Transmittal and Form of Election to record holders of Common Stock and holders of Company RSUs and Company PSUs as of the record date for the Company Stockholder Meeting not less than twenty (20) Business Days prior to the anticipated Election Deadline (the “Mailing Date”). Parent shall specify that delivery make available one or more Forms of Election as may reasonably be requested from time to time by all persons who become holders or beneficial owners of Company Common Stock during the period following the record date for the Company Stockholder Meeting and prior to the Election Deadline. (d) Prior to the Mailing Date, Parent shall appoint an exchange agent, which shall be effected, and risk of loss and title 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 transmitted therewith shall passfor Merger Consideration, only upon proper delivery pursuant to an exchange agent agreement entered into prior to the Mailing Date (the “Exchange Agent Agreement”). Subject to the terms of the Certificates to Letter Agreement, any Election shall have been made properly only if the Paying Agent. Elections Exchange Agent shall be made have received, by mailing to the Paying Agent Election Deadline, a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter properly completed and signed and accompanied by Certificates representing the shares of Transmittal and Company Common Stock to which such Form of Election must be (i) properly completedrelates, signed and submitted to duly endorsed in blank or otherwise in form acceptable for transfer on the Paying Agent at its designated office and (ii) accompanied by books of the Certificates representing the Shares as to which the election is being made (Company or by an appropriate customary guarantee of delivery of such Certificates by Certificates, as set forth in such Form of Election, from a commercial bank or trust company firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the United States or a member of a registered national security exchange or of the National Association of Securities DealersExchange Act); provided, Inc., provided that such Certificates are in fact delivered to the Paying Exchange Agent within eight Trading Days after by the date of execution of time required in such guarantee of delivery), and, in the case of Book-Entry Shares, any additional documents specified in the procedures set forth in the Form of Election. The Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall determinebe deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole and absolute discretion. As used herein, unless otherwise agreed in advance by the Company and Parent, “Election Deadline” means 5:00 p.m. local time (in the city in which authority it may delegate in whole or in part the principal office of the Exchange Agent is located) on the later of (i) the date immediately prior to the Paying Agent, whether any Letter of Transmittal Company Stockholder Meeting and Form of Election has been properly completed, signed (ii) the date that Parent and submitted or revokedthe Company shall agree is two (2) Business Days prior to the expected Closing Date. The decision Company and Parent shall issue a press release reasonably satisfactory to each of them announcing the anticipated date of the Company Election Deadline not more than fifteen (or 15) Business Days before, and at least five (5) Business Days prior to, the Paying AgentElection Deadline. If the Closing is delayed to a subsequent date, as the case may be) in such matters Election Deadline shall be conclusive similarly delayed to a subsequent date (which shall be the second (2nd) Business Day prior to the Closing Date) and binding. Neither the Company nor the Paying Agent will be under any obligation and Parent shall cooperate to notify any person of any defect in a Letter of Transmittal promptly publicly announce such rescheduled Election Deadline and Form of Election submitted to the Paying AgentClosing.

Election Procedures. Each holder of record of shares of Company Common Stock to be converted into the right to receive the Merger Consideration in accordance with, and subject to, this Article III (a “Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election in accordance with the following procedures: (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled Holder may specify in a request made in accordance with the provisions of this Section 3.1(b)3.3 (herein called an “Election”) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a "Cash Election"), Stock Election and (ii) the number of shares of Company Common Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or owned by such Holder with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such Holder desires to make a Cash Election. Holders of record of Company Common Stock who hold such Company Common Stock as nominees, trustees or in other representative capacities may submit a separate Form of Election on or before the Election Deadline with respect to each beneficial owner for whom such nominee, trustee or representative holds such Company Common Stock. Any Holder who makes an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed required to be Shares waive all appraisal rights in respect of which a Cash Election has been madeconnection with making such Election. (b) Elections Prior to the mailing of the Proxy Statement/Prospectus pursuant to Section 3.2(a6.16(a), the Company and Parent shall, at Parent’s expense, jointly engage a nationally-recognized financial institution reasonably satisfactory to Parent to act as paying agent (the “Paying Agent”) for the purpose of receiving elections and exchanging, in accordance with this Article III, Company Common Stock for the Merger Consideration. (c) Parent shall be made on the form of letter of transmittal and prepare a form of election reasonably acceptable to the Company, including appropriate and customary transmittal materials in such form as prepared by Parent and reasonably acceptable to the Company (the "Letter of Transmittal and “Form of Election"”), so as to permit Holders to exercise their right to make an Election, and (i) to be provided by shall direct the Paying Agent (as defined in Section 3.3(a)) to mail the Form of Election with the Proxy Statement/Prospectus to the record holders of record of Shares, together with instructions for use in effecting the surrender Company Common Stock as of the Certificates record date for payment thereforthe Company Stockholders Meeting, and (ii) following such mailing date, shall use reasonable best efforts to make available as soon promptly as practicable following a Form of Election to any stockholder who requests such Form of Election prior to the Effective Time. The Letter of Transmittal and Election Deadline, which Form of Election shall specify that delivery be used by each record holder of shares of Company Common Stock who wishes to make an Election. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, have been made properly only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to if the Paying Agent shall have received, during the Election Period, a duly completed Letter of Transmittal and Form of Election properly completed and signed (including duly executed transmittal materials included in accordance with Section 3.3(b). To be effectivethe Form of Election) and accompanied by a certificate or certificates representing outstanding shares of Company Common Stock (the “Certificates”) (or, a Letter in lieu of Transmittal such Certificates, affidavits and agreements of indemnification regarding the loss of such Certificates) to which such Form of Election must be (i) properly completedrelates, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (or by an appropriate customary guarantee of delivery of such Certificates by Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., (provided that such Certificates are in fact delivered to the Paying Agent within eight Trading Days after by the date of execution of time required in such guarantee of delivery) or by, in the case of holders of uncertificated shares of Company Common Stock (the “Uncertificated Shares”), any additional documents specified in the procedures set forth in the Form of Election. As used herein, unless otherwise agreed in advance by the Parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Paying Agent is located) on the date which the Parties shall agree is as near as practicable to six Business Days preceding the Closing Date. The Company and Parent shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part cooperate to issue a press release reasonably satisfactory to each of them announcing the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision date of the Company (or Election Deadline not more than 15 Business Days before, and at least five Business Days prior to, the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying AgentDeadline.

Election Procedures. (a) Each record Subject to the terms of the Exchange Agent Agreement, each holder of record of shares of Grasshopper Common Stock (excluding the Canceled Shares (other than and Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately prior to the Effective Time (a “Holder” XE "Holder" ) shall be entitled have the right, subject to the limitations set forth in this ‎ARTICLE 3, to submit an election on or prior to the Election Deadline in accordance with the following procedures: (a) Each Holder may specify in a request specifying made in accordance with the portion provisions of such record holder's Shares which such record holder desires to have converted into this Section ‎3.1 (herein called an “Election” XE "Election" ): (i) the Cash Consideration (number of shares of Grasshopper Common Stock owned by such Holder with respect to which such Holder desires to make a "Cash Election"), ; (ii) the number of shares of Grasshopper Common Stock Consideration (owned by such Holder with respect to which such Holder desires to make a "Stock Election") or ; and (iii) the Mixed Consideration (a "Mixed Election"), or number of shares of Grasshopper Common Stock owned by such Holder with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made▇▇▇▇▇▇ makes no election. (b) Prior to the Mailing Date, Enova shall appoint an exchange agent (the “Exchange Agent” XE "Exchange Agent" ), for the purpose of receiving Elections and exchanging shares of Grasshopper Common Stock represented by Certificates or Book-Entry Shares for the Merger Consideration, pursuant to Section 3.2(a) shall be made on an exchange agent agreement entered into prior to the form of letter of transmittal and form of election Mailing Date (the “Exchange Agent Agreement” XE "Letter of Transmittal and Exchange Agent Agreement" ). (c) Enova shall, or shall cause the Exchange Agent to, prepare a form reasonably acceptable to Grasshopper (the “Election Form” XE " Election Form of Election"" ) to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election which shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith or Book-Entry Shares shall pass, only upon proper delivery of the Certificates or Book-Entry Shares to the Paying Exchange Agent. Elections shall be made by mailing to , together with a properly completed and duly executed Election Form and related transmittal materials, duly executed on behalf of each Person effecting the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (or by an appropriate guarantee of delivery surrender of such Certificates or Book-Entry Shares, and shall be in such form and have such other provisions as Enova or the Exchange Agent may reasonably specify) so as to permit those Holders to exercise their right to make an Election prior to the Election Deadline. (d) The Election Form and instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration shall be mailed on the same date as the Proxy Statement/Prospectus is mailed to Grasshopper stockholders or on such other date as Enova and Grasshopper shall mutually agree (the “Mailing Date” XE "Mailing Date" ) to each Holder of record of a Certificate or Book-Entry Share. Subject to the terms of the Exchange Agent Agreement, any Election shall have been made properly only if the Exchange Agent shall have received, by a commercial bank or trust company the Election Deadline, an Election Form and related transmittal materials properly completed and validly executed. As used herein, unless otherwise agreed in advance by ▇▇▇▇▇ and Grasshopper, “Election Deadline” XE "Election Deadline" means 5:00 p.m. local time (in the United States or a member of a registered national security exchange or city in which the principal office of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Exchange Agent within eight Trading Days after is located) on the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to that is 60 Business Days following the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying AgentMailing Date.

Election Procedures. Each holder of record of shares of Company Common Stock to be converted into the right to receive the Merger Consideration in accordance with, and subject to, Sections 1.6 and 2.1 (a “Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled Holder may specify in a request made in accordance with the provisions of this Section 3.1(b)2.2 (herein called an “Election”) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a "Cash Election"), Stock Election and (ii) the number of shares of Company Common Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or owned by such Holder with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed Holder desires to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which make a Cash Election has been madeElection. (b) Elections pursuant Parent shall prepare a form reasonably acceptable to Section 3.2(a) shall be made on the Company, including appropriate and customary transmittal materials in such form of letter of transmittal as prepared by Parent and form of election reasonably acceptable to the Company (the "Letter of Transmittal and “Form of Election"”), so as to permit Holders to exercise their right to make an Election. (c) to be provided by Parent (i) shall initially make available and mail the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title not less than twenty (20) business days prior to the Certificates transmitted therewith shall pass, only upon proper delivery anticipated Election Deadline to Holders of record as of the Certificates business day prior to the Paying Agent. Elections shall be made by such mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effectivedate, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have 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 the any Old Certificates representing the Shares as all certificated shares to which the election is being made (such Form of Election relates or by an appropriate customary guarantee of delivery of such Certificates by Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States or a member of a registered national security exchange or States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the National Association Exchange Agent is located) on the date which the parties shall agree is as near as practicable to two (2) business days preceding the Closing Date. The Company and Parent shall cooperate to issue a press release reasonably satisfactory to each of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after them announcing the date of execution of such guarantee of delivery). The Company shall determinethe Election Deadline not more than fifteen (15) business days before, in its sole and absolute discretionat least five (5) business days prior to, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying AgentDeadline.

Election Procedures. (a) Each record holder Parent shall designate an exchange agent to act as agent (the “Exchange Agent”) for purposes of Shares (other than Dissenting Sharesconducting the election procedure and the exchange procedure described in Sections 3.03 and 3.04. Provided that the Company has delivered, if any, Shares owned by Textron and shares or caused to be cancelled in accordance with Section 3.1(b)delivered, to the Exchange Agent all information which is necessary for the Exchange Agent to perform its obligations as specified herein, the Exchange Agent shall, no later than the twenty-fifth (25th) issued and outstanding immediately Business Day prior to the anticipated Effective Time shall be entitled Date, mail or make available to submit each holder of record of a request specifying the portion of such record holder's Shares which such record holder desires to have converted into Certificate or Certificates: (i) the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) notice and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election which shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent. Elections shall be made by mailing ) advising such holder of the anticipated effectiveness of the Merger and the procedure for surrendering to the Paying Exchange Agent a duly completed Letter such Certificate or Certificates in exchange for the consideration set forth in Section 3.01(d) hereof deliverable in respect thereof pursuant to this Agreement and (ii) an election form in such form as Parent and the Company shall mutually agree (the “Election Form”). (b) Each Election Form shall permit the holder (or in the case of Transmittal nominee record holders, the beneficial owner through proper instructions and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be documentation): (i) properly completed, signed and submitted to elect to receive Parent Common Stock with respect to all of such holder’s Company Common Stock as hereinabove provided (the Paying Agent at its designated office and “Stock Election Shares”), (ii) accompanied by the Certificates representing the Shares as to which the election is being made (or by an appropriate guarantee of delivery elect to receive cash with respect to all of such Certificates by holder’s Company Common Stock as hereinabove provided (the “Cash Election Shares”), (iii) to elect to receive Parent Common Stock with respect to part of such holder’s Company Common Stock and to receive cash with respect to the remaining part of such holder’s Company Common Stock as hereinabove provided (a commercial bank or trust company in “Mixed Election”), or (iv) to indicate that such holder makes no such election with respect to such holder’s shares of Company Common Stock (the United States or “No-Election Shares”). (c) With respect to each holder of Company Common Stock who makes a member Mixed Election, the shares of a registered national security exchange or Company Common Stock such holder elects to be converted into the right to receive Parent Common Stock shall be treated as Stock Election Shares and the shares such holder elects to be converted into the right to receive cash shall be treated as Cash Election Shares for purposes of the National Association provisions contained in Sections 3.03(b), 3.03(g) and 3.03(h). Nominee record holders who hold Company Common Stock on behalf of Securities Dealersmultiple beneficial owners shall indicate how many of the shares held by them are Stock Election Shares, Inc., provided such Certificates are in fact delivered Cash Election Shares and No-Election Shares. (d) If a shareholder either (i) does not submit a properly completed Election Form prior to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole Election Deadline or in part (ii) revokes an Election Form prior to the Paying AgentElection Deadline and does not resubmit a properly completed Election Form prior to the Election Deadline, whether any Letter the shares of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in Common Stock held by such matters shareholder shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of treated as No-Election submitted to the Paying AgentShares.

Election Procedures. (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and record of shares of Company Common Stock to be cancelled converted into the right to receive the Merger Consideration in accordance with, and subject to, Section 2.1 (a “Holder”) shall have the right, subject to the limitations set forth in this Section 2.2, to submit an election in accordance with Section 3.1(b)) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been madefollowing procedures. (b) Elections pursuant to Section 3.2(a) shall be Each Holder may specify in a request made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with the provisions of this Section 3.3(b). To be effective, a Letter 2.2 (herein called an “Election”) the number of Transmittal and Form shares of Election must be Company Common Stock owned by such Holder with respect to which such Holder desires to make (i) properly completed, signed and submitted to the Paying Agent at its designated office a Stock Election and (ii) a Cash Election. (c) Parent shall prepare a form reasonably acceptable to the Company, including appropriate and customary transmittal materials in such form as prepared by Parent and reasonably acceptable to the Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election. (d) Parent shall (i) initially make available and mail the Form of Election not less than twenty (20) business days prior to the anticipated Election Deadline to Holders of record as of the business day prior to such mailing date, and (ii) following such mailing date, use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (e) Any Election shall have been made properly only if the Exchange Agent shall have 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 the any Old Certificates representing the Shares as all certificated shares to which the election is being made (such Form of Election relates or by an appropriate customary guarantee of delivery of such Certificates by Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States or a member of a registered national security exchange or States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the National Association Exchange Agent is located) on the date which the parties shall agree is as near as practicable to two (2) business days preceding the Closing Date. The Company and Parent shall cooperate to issue a press release reasonably satisfactory to each of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after them announcing the date of execution of such guarantee of delivery). The Company shall determinethe Election Deadline not more than fifteen (15) business days before, in its sole and absolute discretionat least five (5) business days prior to, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying AgentDeadline.

Election Procedures. Each holder of record of shares of Company Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election in accordance with the following procedures: (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled Holder may specify in a request made in accordance with the provisions of this Section 3.1(b)3.2 (herein called an “Election”) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a "Cash Election"), Stock Election and (ii) the number of shares of Company Common Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or owned by such Holder with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed Holder desires to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which make a Cash Election has been madeElection. (b) Elections pursuant Acquiror shall prepare a form reasonably acceptable to Section 3.2(a) shall be made on the form of letter of transmittal and form of election Company (the "Letter of Transmittal and “Form of Election"”) which shall be mailed 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) Acquiror shall cause the Form of Election to be provided by the Paying Agent (as defined in Section 3.3(a)) sent to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon promptly as reasonably practicable following the Effective Time. The Letter time of Transmittal mailing of a proxy statement in definitive form relating to the meeting of the stockholders of the Company to be held to vote on the adoption of this Agreement (the “Proxy Statement/Prospectus”) to the holders of record of Company Common Stock for purposes of the Company Stockholders Meeting, or on such other date as the Acquiror and Company shall mutually agree, and thereafter from time to time as the Company may reasonably request until three days prior to the Election Deadline. (d) Any Election shall have been made properly only if the Person authorized to receive Elections and to act as exchange agent under this Agreement, which Person shall be selected by Acquiror and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company shareholders, shall specify that delivery shall be effectedhave received, and risk of loss and title to by the Certificates transmitted therewith shall passElection Deadline, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal properly completed and signed and accompanied by Certificates to which such Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (relates or by an appropriate customary guarantee of delivery of such Certificates by Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., States; provided that such Certificates are in fact delivered to the Paying Exchange Agent within eight Trading Days after by the date of execution of time required in such guarantee of delivery). The Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall determinebe deemed to invalidate any otherwise properly made Election, unless otherwise determined by Acquiror, in its sole and absolute discretion. For shares of Company Common Stock held in book entry form, Acquiror shall establish procedures for delivery of such shares, which authority it may delegate in whole or in part procedures shall be reasonably acceptable to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revokedCompany. The decision In the event that a shareholder of the Company has provided a notice of intent to demand fair value (or a “Notice of Dissenter’s Intent”) pursuant to Section 262 of the Paying AgentDGCL, as the case may be) in any Election submitted by such matters shareholder prior to submission of such Notice of Dissenter’s Intent shall be conclusive deemed withdrawn, and binding. Neither any Election submitted by such shareholder after submission of such Notice of Dissenter’s Intent (unless such Notice of Dissenter’s Intent shall have theretofore been withdrawn) shall be deemed invalid. (e) As used herein, unless otherwise agreed by the parties, “Election Deadline” means 5:00 p.m. New York City time on the later of (1) the date of the meeting of the Company nor shareholders pursuant to Section 7.3 and (2) the Paying Agent will be under any obligation date that Acquiror and the Company shall agree is as near as practicable to notify any person of any defect in a Letter of Transmittal and Form of Election submitted five (5) business days prior to the Paying Agentexpected Closing Date. Acquiror shall issue a press release informing the Company’s shareholders of the Election Deadline as promptly as practicable following the determination thereof.

Election Procedures. (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and record of shares to be cancelled in accordance with Section 3.1(b)) of RockTenn Common Stock issued and outstanding immediately prior to the Effective Time Election Deadline (a “Holder”) shall be entitled 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) Each Holder may specify in a request specifying made in accordance with the portion provisions of such record holder's Shares which such record holder desires to have converted into this Section 3.3 (an “Election”) (i) the Cash Consideration (number of shares of RockTenn Common Stock owned by such Holder with respect to which such Holder desires to make a "Cash Stock Election"), (ii) the number of shares of RockTenn Common Stock Consideration (owned by such Holder with respect to which such Holder desires to make a "Stock Election") or Cash Election and (iii) the Mixed Consideration (a "Mixed Election")particular shares for which the Holder desires to make either such election, or to indicate that and the order in which either such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant apply to this any such shares if the election is subject to proration under Section 3.2(a) and Section 3.1(g)) (collectively, "Non-3.4. Any Holder who wishes to make an Election Shares") shall be deemed required to be Shares waive all dissenters’ rights in respect of which a Cash Election has been madeconnection with making such Election. (b) Elections pursuant TopCo shall, and RockTenn shall cause TopCo to, prepare a form reasonably acceptable to Section 3.2(a) shall be made on the form of letter of transmittal and form of election MWV (the "Letter of Transmittal and “Form of Election"”), which shall be mailed by TopCo to record holders of RockTenn Common Stock so as to permit those Holders to exercise their right to make an Election prior to the Election Deadline. (c) TopCo shall, and RockTenn shall cause TopCo to, mail or cause to be provided mailed or delivered, as applicable, the Form of Election to record holders of RockTenn Common Stock as of the record date for the RockTenn Shareholders Meeting not less than 20 business days prior to the anticipated Election Deadline. TopCo shall, and RockTenn shall cause TopCo to, make available one or more Forms of Election as may reasonably be requested from time to time by the Paying Agent (as defined in Section 3.3(a)) to all persons who become holders of record of Shares, together with instructions for use in effecting RockTenn Common Stock during the surrender of the Certificates for payment therefor, as soon as practicable period following the Effective Time. The Letter of Transmittal record date for the RockTenn Shareholders Meeting and prior to the Election Deadline. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, by the Election Deadline, a Form of Election shall specify that delivery shall be effected, properly completed and risk of loss signed and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the accompanied by RockTenn Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and which such Form of Election relates, duly endorsed in accordance with Section 3.3(b). To be effective, a Letter blank or otherwise in form acceptable for transfer on the books of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (RockTenn or by an appropriate customary guarantee of delivery of such Certificates by RockTenn Certificates, as set forth in such Form of Election, from a commercial bank or trust company firm that is an eligible guarantor institution (as defined in Rule 17Ad-15 under the United States or a member of a registered national security exchange or of the National Association of Securities DealersExchange Act); provided, Inc., provided that such RockTenn Certificates are in fact delivered to the Paying Exchange Agent within eight Trading Days after by the date of execution of time required in such guarantee of delivery), and, in the case of RockTenn Book-Entry Shares, any additional documents specified in the procedures set forth in the Form of Election. The Company Failure to deliver shares of RockTenn Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall determinebe deemed to invalidate any otherwise properly made Election, unless otherwise determined by RockTenn, in its sole and absolute discretion. As used herein, unless otherwise jointly agreed in advance by MWV and RockTenn, “Election Deadline” means 5:00 p.m. local time (in the city in which authority it may delegate in whole or in part the principal office of the Exchange Agent is located) on the later of (i) the date immediately prior to the Paying AgentRockTenn Shareholders Meeting and (ii) if on the date immediately prior to the RockTenn Shareholders Meeting, whether any Letter both conditions set forth in Sections 7.1(b) and 7.1(c) have not been satisfied, three business days prior to the Closing Date. RockTenn and MWV shall issue a press release reasonably satisfactory to each of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision them announcing the anticipated date of the Company (or Election Deadline not more than fifteen business days before, and at least five business days prior to, the Paying Agentanticipated date of the Election Deadline. If the Closing is delayed to a subsequent date, as the case may be) in such matters Election Deadline shall be conclusive and binding. Neither the Company nor the Paying Agent will similarly delayed to a subsequent date (which shall be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted three business days prior to the Paying AgentClosing Date) and RockTenn and MWV shall cooperate to promptly publicly announce such rescheduled Election Deadline.

Election Procedures. (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) record of Company Common Stock issued and outstanding immediately prior to the Effective Time Election Deadline (a “Company Holder”) shall be entitled 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) Each Company Holder may specify in a request specifying made in accordance with the portion provisions of such record holder's Shares which such record holder desires to have converted into this Section 2.03 (i) the Cash Consideration (a "Cash an “Election"”), (iiA) the number of shares of Company Common Stock Consideration with respect to which such Company Holder desires to make a Share Election, (a "Stock Election") or (iiiB) the Mixed Consideration (number of shares of Company Common Stock with respect to which such Company Holder desires to make a "Mixed Election"), or and (C) the number of shares of Company Common Stock with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an Company Holder desires to make a Cash Election, and the order in which either such election is deemed to have been made apply to any such shares if the election is subject to proration pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-2.04. Any Company Holder who makes an Election Shares") shall be deemed required to be Shares waive all appraisal rights in respect of which a Cash Election has been madeconnection with making such Election. (b) Elections pursuant TopCo shall prepare a form reasonably acceptable to Section 3.2(a) shall be made on the form of letter of transmittal and form of election Company (the "Letter of Transmittal and “Form of Election"”), which shall be mailed by TopCo to record holders of Company Common Stock so as to permit those Company Holders to exercise their right to make an Election prior to the Election Deadline. (c) TopCo shall mail or cause to be provided mailed or delivered, as applicable, the Form of Election to record holders of Company Common Stock as of the record date for the Company Stockholders’ Meeting not less than 20 business days prior to the anticipated Election Deadline. TopCo shall make available one or more Forms of Election as may reasonably be requested from time to time by the Paying Agent (as defined in Section 3.3(a)) to all persons who become holders of record of Shares, together with instructions for use in effecting Company Common Stock during the surrender of the Certificates for payment therefor, as soon as practicable period following the Effective Time. The Letter of Transmittal record date for the Company Stockholders’ Meeting and prior to the Election Deadline. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, prior to the Election Deadline, a Form of Election shall specify that delivery shall be effected, properly completed and risk signed and accompanied by Certificates (or affidavits of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery in lieu of the Certificates Certificates) to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and which such Form of Election relates, duly endorsed in accordance with Section 3.3(b). To be effective, a Letter blank or otherwise in form acceptable for transfer on the books of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (Company or by an appropriate customary guarantee of delivery of such Certificates by Certificates, as set forth in such Form of Election, from a commercial bank or trust company firm that is an eligible guarantor institution (as defined in Rule 17Ad–15 under the United States or a member Securities Exchange Act of a registered national security exchange or of 1934, as amended (the National Association of Securities Dealers, Inc., “Exchange Act”)); provided that such Certificates are in fact delivered to the Paying Exchange Agent within eight Trading Days after by the date of execution of time required in such guarantee of delivery). The Company shall determine, and, in its sole and absolute discretionthe case of shares of Company Common Stock in book-entry form, which authority it may delegate any additional documents specified in whole or the procedures set forth in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revokedElection. The decision Failure to deliver shares of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Agent.Common Stock covered by

Election Procedures. Franklin and ▇▇▇▇▇▇ shall cause the Exchange Agent to mail an Election Form to holders of ▇▇▇▇▇▇ Common Stock not more than fifty (a50) Each record holder of Shares Business Days and not less than twenty (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)20) issued and outstanding immediately Business Days prior to the Effective Time Election Deadline. Each Election Form shall be entitled to submit a request specifying permit the portion holder (or in the case of such nominee record holder's Shares which such record holder desires to have converted into holders, the beneficial owner through proper instructions and documentation): (i) To elect to receive the Stock Consideration with respect to all of their shares of ▇▇▇▇▇▇ Common Stock; or (ii) To elect to receive the Cash Consideration with respect to all of their shares of ▇▇▇▇▇▇ Common Stock; or (iii) To elect to receive the Stock Consideration with respect to a specified number of their shares of ▇▇▇▇▇▇ Common Stock and the Cash Consideration with respect to their remaining shares of ▇▇▇▇▇▇ Common Stock (a "“Mixed Election”). With respect to each holder of ▇▇▇▇▇▇ Common Stock who makes a Mixed Election, their shares of ▇▇▇▇▇▇ Common Stock to be converted into the right to receive the Stock Consideration shall be treated as Stock Election Shares and their shares of ▇▇▇▇▇▇ Common Stock to be converted into the right to receive the Cash Election")Consideration shall be treated as Cash Election Shares, in each case subject to the allocation rules set forth in Section 1.02(h) of this Agreement. The Exchange Agent shall use reasonable efforts to make the Election Form available to all persons who become holders of ▇▇▇▇▇▇ Common Stock during the period between the record date for the mailing of the Election Form and the Election Deadline. If a holder of ▇▇▇▇▇▇ Common Stock: (i) does not submit a properly completed Election Form before the Election Deadline; (ii) revokes an Election Form prior to the Stock Consideration (Election Deadline and does not resubmit a "Stock Election") properly completed Election Form prior to the Election Deadline; or (iii) fails to perfect his, her or its dissenters’ rights pursuant to Section 1.02(e)(v) of this Agreement, the Mixed Consideration (a "Mixed Election"shares of ▇▇▇▇▇▇ Common Stock held by such holder shall be deemed “No Election Shares”. Nominee record holders who hold ▇▇▇▇▇▇ Common Stock on behalf of multiple beneficial owners shall be required to indicate how many of the shares held by them are Stock Election Shares, Cash Election Shares and No Election Shares. For purposes of Section 1.02(h), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such any Dissenting ▇▇▇▇▇▇ Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election provided that Dissenting ▇▇▇▇▇▇ Shares shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (or by an appropriate guarantee of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be not under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Agentcircumstance be converted into Reallocated Stock Shares.

Election Procedures. (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and record of shares to be cancelled in accordance with Section 3.1(b)) of Company Common Stock issued and outstanding immediately prior to the Effective Time Time, and (each holder of Company Restricted Shares (any of the foregoing, a “Holder”) shall be entitled 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) Each Holder may specify in a request specifying made in accordance with the portion provisions of such record holder's Shares which such record holder desires to have converted into this Section 3.3 (herein called an “Election”) (i) the Cash Consideration (number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a "Cash Election"), Stock Election and (ii) the number of shares of Company Common Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or owned by such Holder with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed Holder desires to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which make a Cash Election has been madeElection. (b) Elections pursuant Parent shall prepare a form reasonably acceptable to Section 3.2(a) shall be made on the form of letter of transmittal and form of election Company (the "Letter of Transmittal and “Form 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 provided mailed or delivered, as applicable, the Form of Election to record holders of Common Stock and holders of Company Restricted Shares as of the record date for the Company Stockholder Meeting not less than twenty (20) Business Days prior to the anticipated Election Deadline (the “Mailing Date”). Parent shall make available one or more Forms of Election as may reasonably be requested from time to time by the Paying Agent (as defined in Section 3.3(a)) to all persons who become holders of record of Shares, together with instructions for use in effecting Company Common Stock during the surrender of the Certificates for payment therefor, as soon as practicable period following the Effective Time. The Letter of Transmittal record date for the Company Stockholder Meeting and Form of prior to the Election Deadline. (d) Prior to the Mailing Date, Parent shall specify that delivery appoint an exchange agent, which shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (or by an appropriate guarantee of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered reasonably acceptable to the Paying 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 within eight Trading Days after the date of execution of such guarantee of deliveryAgreement”). The Company Any Election shall determinehave been made properly only if the Exchange Agent shall have received, in its sole and absolute discretionby the Election Deadline, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and a Form of Election has been properly completed, completed and signed and submitted accompanied by Certificates representing the shares of Company Common Stock to which such Form of Election relates, duly endorsed in blank or revoked. The decision otherwise in form acceptable for transfer on the books of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Agent.or

Election Procedures. Each holder of record of shares of North Fork Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled Holder may specify in a request made in accordance with the provisions of this Section 3.1(b)2.1 (herein called an “Election”) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (number of shares of North Fork Common Stock owned by such Holder with respect to which such Holder desires to make a "Cash Election"), Stock Election and (ii) the number of shares of North Fork Common Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or owned by such Holder with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed Holder desires to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which make a Cash Election has been madeElection. (b) Elections pursuant Capital One shall prepare a form reasonably acceptable to Section 3.2(a) shall be made on the form of letter of transmittal and form of election North Fork (the "Letter of Transmittal and “Form of Election"”) which shall be mailed to be provided by the Paying Agent (as defined in Section 3.3(a)) to record holders of record of Shares, together with instructions for use in effecting North Fork Common Stock so as to permit those holders to exercise their right to make an Election prior to the surrender of Election Deadline. (c) Capital One shall make the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title initially available not less than twenty (20) business days prior to the Certificates transmitted therewith anticipated Election Deadline and shall pass, only upon proper delivery of the Certificates use all reasonable efforts to the Paying Agent. Elections shall be made by mailing to the Paying Agent make available as promptly as possible a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter to any stockholder of Transmittal and North Fork who requests such Form of Election must following the initial mailing of the Forms of Election and prior to the Election Deadline. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Capital One and reasonably acceptable to North Fork (ithe “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to North Fork stockholders, shall have received, by the Election Deadline, a Form of Election properly completed, completed and signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (such Form of Election relates or by an appropriate customary guarantee of delivery of such Certificates by certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities DealersStates; provided, Inc., provided that such Certificates are in fact delivered to the Paying Exchange Agent within eight Trading Days after by the date of execution of time required in such guarantee of delivery). The Company Failure to deliver shares of North Fork Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall determinebe deemed to invalidate any otherwise properly made Election, unless otherwise determined by Capital One, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the later of (1) the date of the meeting of North Fork stockholders pursuant to Section 6.3 and absolute discretion, which authority it may delegate in whole or in part (2) the earlier of (i) the date that Capital One and North Fork shall agree is as near as practicable to five (5) business days prior to the Paying Agent, whether any Letter expected Closing Date taking into account Capital One’s intention to minimize the impact of Transmittal and Form limitations under applicable law that might apply during the period from the initial mailing of the Forms of Election has been properly completeduntil the Election Deadline and (ii) September 1, signed 2006; provided that if it appears that the Closing Date will not take place on or prior to October 13, 2006, the parties shall in good faith discuss whether such September 1, 2006 date should be deferred to an appropriate later date. North Fork and submitted or revoked. The decision Capital One shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Company Election Deadline not more than fifteen (or 15) business days before, and at least five (5) business days prior to, the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying AgentDeadline.

Election Procedures. Each holder of record of shares of ADES Common Stock to be converted into the right to receive ADES Merger Consideration in accordance with, and subject to, this Section 2 (an “ADES Holder”) shall have the right, subject to the limitations set forth in this Section 2, to submit an election in accordance with the following procedures: (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled ADES Holder may specify in a request made in accordance with the provisions of this Section 3.1(b)2.2 (herein called an “ADES Election”) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"), number of shares of ADES Common Stock owned by such ADES Holder with respect to which such ADES Holder desires to make an ADES Stock Election and (ii) the number of shares of ADES Common Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or owned by such ADES Holder with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such ADES Holder desires to make an election is deemed ADES Combination Election. Holders of record of ADES Common Stock who hold such ADES Common Stock as nominees, trustees or in other representative capacities may submit a separate ADES Form of Election on or before the ADES Election Deadline with respect to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectivelyeach beneficial owner for whom such nominee, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been madetrustee or representative holds such ADES Common Stock. (b) Elections pursuant Prior to the mailing of the Proxy Statement/Prospectus, ADES shall engage a nationally recognized financial institution reasonably acceptable to Arq to act as exchange agent (“Exchange Agent”) for the purpose of receiving elections and exchanging, in accordance with this Section 3.2(a2.2, ADES Common Stock for ADES Merger Consideration. (c) ADES shall be made on the prepare a form of letter of election, including appropriate and customary transmittal and form of election materials (the "Letter of Transmittal and “ADES Form of Election"”), so as to permit ADES Holders to exercise their right to make an ADES Election, and (i) shall direct the Exchange Agent to be provided by mail the Paying Agent (as defined in Section 3.3(a)) ADES Form of Election with the Proxy Statement/Prospectus to the record holders of record of Shares, together with instructions for use in effecting the surrender ADES Common Stock as of the Certificates record date for payment thereforthe ADES Stockholders Meeting and (ii) following such mailing date, shall use reasonable best efforts to make available as soon promptly as practicable following an ADES Form of Election to any stockholder who requests such ADES Form of Election prior to the Effective Time. The Letter of Transmittal and ADES Election Deadline, which ADES Form of Election shall specify that delivery be used by each record holder of shares of ADES Common Stock who wishes to make an ADES Election. The time period between such mailing date and the ADES Election Deadline is referred to herein as the “ADES Election Period”. (d) Any ADES Election shall be effectedhave been made properly only if the Exchange Agent shall have received, and risk of loss and title to during the Certificates transmitted therewith shall passADES Election Period, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and an ADES Form of Election properly completed and signed (including duly executed transmittal materials included in accordance with Section 3.3(b). To be effectivethe ADES Form of Election) and accompanied by a certificate or certificates representing outstanding shares of ADES Common Stock (the “ADES Certificates”) (or, a Letter in lieu of Transmittal such ADES Certificates, affidavits and agreements of indemnification regarding the loss of such ADES Certificates) to which such ADES Form of Election must be (i) properly completedrelates, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (or by an appropriate customary guarantee of delivery of such Certificates by a commercial bank or trust company ADES Certificates, as set forth in the United States or such ADES Form of Election, from a member of a any registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Agent.securities

Election Procedures. Each holder of record of shares of Class V Common Stock (each, an “Eligible 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 procedures set forth in this Section 2.04. (a) Each Eligible Holder may specify in a request made in accordance with the provisions of this Section 2.04 (an “Election”) (i) the number of shares of Class V Common Stock owned by such Eligible Holder with respect to which such Eligible Holder desires to make a Share Election and (ii) the number of shares of Class V Common Stock owned by such Eligible Holder with respect to which such Eligible Holder desires to make a Cash Election. (b) The Company will use its reasonable efforts to cause a form designed for purposes of permitting Eligible Holders to make an Election (such form as may be determined in the reasonable discretion of the Company, the “Form of Election”) to be disseminated or made available as follows: (i) at the same time the Proxy Statement is disseminated to the stockholders of the Company, the Form of Election shall be disseminated to persons who, as of the record holder date for the Stockholders Meeting, are Eligible Holders; and (ii) with respect to all persons who become holders of Shares record of shares of Class V Common Stock between the record date for the Stockholders Meeting and the Election Deadline, the Company shall use its reasonable efforts to make the Form of Election, as applicable, available to such Eligible Holders during such period. (other than Dissenting Sharesc) Any Election shall have been made properly by an Eligible Holder only if the Exchange Agent shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by (i) the Certificates, if any, Shares owned to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company, and (ii) in the case of Book-Entry Shares, any additional documents specified in the procedures set forth in the Form of Election. (d) Any Eligible Holder may, at any time prior to the Election Deadline, change or revoke such Eligible Holder’s Election by Textron written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Form of Election or by withdrawal prior to the Election Deadline of such Eligible Holder’s Certificates, or any documents in respect of Book-Entry Shares, previously deposited with the Exchange Agent. After an Election is validly made with respect to any shares of Class V Common Stock, any subsequent transfer of such shares of Class V Common Stock shall automatically revoke such Election. Notwithstanding anything to the contrary in this Agreement, all Elections shall be cancelled automatically deemed revoked upon receipt by the Exchange Agent of written notification from the Company that this Agreement has been terminated in accordance with Section 3.1(b)) issued and outstanding immediately prior ARTICLE VI without the Closing having occurred. The Exchange Agent shall have reasonable discretion to determine if any Election is not properly made with respect to any shares of Class V Common Stock (none of the Effective Time shall be entitled Company, Merger Sub or the Exchange Agent being under any duty to submit a request specifying the portion notify any Company stockholder of any such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"defect). Shares in respect of which In the event the Exchange Agent makes such a Non-determination, such Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares not in effect, and the shares of Class V Common Stock covered by such Election shall, for purposes hereof, be deemed to be Share Electing Shares, unless a proper Election is thereafter timely made with respect of which a Cash Election has been madeto such shares. (be) The Company, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement and the DGCL governing the manner and extent to which Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") are to be provided taken into account in making the determinations prescribed by the Paying Agent (as defined in Section 3.3(a2.01(b)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (or by an appropriate guarantee of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Agent.

Election Procedures. Each holder of record of shares of Target Common Stock (“Holder”) and each holder of record of a Target Warrant (“Warrant Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Each record holder Holder may specify in a request made in accordance with the provisions of Shares this Section 2.1 (other than Dissenting Shareseach, if any, Shares an “Election”) (i) the number of shares of Target Common Stock owned by Textron such Holder with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Target Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (b) Each Warrant Holder may specify in a request made in accordance with the provisions of this Section 2.1 (each, a “Warrant Election”) (i) the number of Target Warrants owned by such Warrant Holder with respect to which such Warrant Holder desires to make a Stock Election and (ii) the number of Target Warrants owned by such Warrant Holder with respect to which such Warrant Holder desires to make a Cash Election. (c) Before the Effective Time, Buyer shall appoint American Stock Transfer & Trust Company, LLC, pursuant to an agreement (the “Exchange Agent Agreement”), to act as exchange agent (the “Exchange Agent”) hereunder. Buyer shall prepare an election form and other appropriate and customary transmittal materials, including a Letter of Transmittal and Surrender Instruction (each defined below), in a form reasonably acceptable to Target (the “Election Form”), which shall be cancelled mailed no more than 40 business days and no less than 20 business days before the anticipated Effective Time or on such earlier date as Target and Buyer shall mutually agree to each Holder and each Warrant Holder as of five business days before the date of such mailing. Each Election Form shall permit such Holder or Warrant Holder, as the case may be, subject to the allocation and election procedures set forth in this Section 2.1, to (i) elect to receive the Cash Consideration for all of the shares of Target Common Stock held by such Holder in accordance with Section 3.1(b)1.4(c) issued and outstanding immediately prior or, as applicable, elect to receive the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Warrant Cash Consideration (a "Cash Election"for all Target Warrants held by such Warrant Holder in accordance with Section 1.7(a), (ii) elect to receive the Stock Consideration for all of the shares of Target Common Stock held by such Holder, in accordance with Section 1.4(c) or, as applicable, elect to receive the Warrant Stock Consideration for all Target Warrants held by such Warrant Holder in accordance with Section 1.7(a), (iii) elect to receive the Stock Consideration for a "part of such Holder’s Target Common Stock Election"and the Cash Consideration for the remaining part of such Holder’s Target Common Stock in accordance with Section 1.4(c) or, as applicable, elect to receive the Warrant Stock Consideration for a part of such Warrant Holder’s Target Warrants and the Warrant Cash Consideration for the remaining part of such Warrant Holder’s Target Warrants in accordance with Section 1.7(a) or (iiiiv) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder Holder or Warrant Holder, as the case may be, has no preference as to the receipt of Cash Consideration, cash or Buyer Common Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (or by an appropriate guarantee of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Agent.such

Election Procedures. Each holder of record of shares of Target Common Stock (“Holder”) and each holder of record of a Target Warrant (“Warrant Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Each record holder Holder may specify in a request made in accordance with the provisions of Shares this Section 2.1 (other than Dissenting Shareseach, if any, Shares an “Election”) (i) the number of shares of Target Common Stock owned by Textron such Holder with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Target Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (b) Each Warrant Holder may specify in a request made in accordance with the provisions of this Section 2.1 (each, a “Warrant Election”) (i) the number of Target Warrants owned by such Warrant Holder with respect to which such Warrant Holder desires to make a Stock Election and (ii) the number of Target Warrants owned by such Warrant Holder with respect to which such Warrant Holder desires to make a Cash Election. (c) Before the Effective Time, Buyer shall appoint American Stock Transfer & Trust Company, LLC, pursuant to an agreement (the “Exchange Agent Agreement”), to act as exchange agent (the “Exchange Agent”) hereunder. Buyer shall prepare an election form and other appropriate and customary transmittal materials, including a Letter of Transmittal and Surrender Instruction (each defined below), in a form reasonably acceptable to Target (the “Election Form”), which shall be cancelled mailed no more than 40 business days and no less than 20 business days before the anticipated Effective Time or on such earlier date as Target and Buyer shall mutually agree to each Holder and each Warrant Holder as of five business days before the date of such mailing. Each Election Form shall permit such Holder or Warrant Holder, as the case may be, subject to the allocation and election procedures set forth in this Section 2.1, to (i) elect to receive the Cash Consideration for all of the shares of Target Common Stock held by such Holder in accordance with Section 3.1(b)1.4(c) issued and outstanding immediately prior or, as applicable, elect to receive the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Warrant Cash Consideration (a "Cash Election"for all Target Warrants held by such Warrant Holder in accordance with Section 1.7(a), (ii) elect to receive the Stock Consideration for all of the shares of Target Common Stock held by such Holder, in accordance with Section 1.4(c) or, as applicable, elect to receive the Warrant Stock Consideration for all Target Warrants held by such Warrant Holder in accordance with Section 1.7(a), (iii) elect to receive the Stock Consideration for a "part of such Holder’s Target Common Stock Election"and the Cash Consideration for the remaining part of such Holder’s Target Common Stock in accordance with Section 1.4(c) or, as applicable, elect to receive the Warrant Stock Consideration for a part of such Warrant Holder’s Target Warrants and the Warrant Cash Consideration for the remaining part of such Warrant Holder’s Target Warrants in accordance with Section 1.7(a) or (iiiiv) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder Holder or Warrant Holder, as the case may be, has no preference as to the receipt of Cash Consideration, cash or Buyer Common Stock Consideration or Mixed Consideration for such Shares shares and/or Target Warrants (a "“Non-Election"”). Shares A Holder who holds such shares, or Warrant Holder who holds such Target Warrants, as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Forms, provided, that each such Election Form covers all of the shares of Target Common Stock and/or Target Warrants held by such Representative for a particular beneficial owner. Any shares of Target Common Stock with respect to which the Holder thereof, and any Target Warrants with respect to which the Warrant Holder thereof, has not, as of which a the Election Deadline, made an election by submission to the Exchange Agent of an effective, properly completed Election Form shall be deemed Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "and/or Non-Election Shares") Warrants, as applicable. As used in this Agreement, “Letter of Transmittal” means one or more letters of transmittal to the Exchange Agent, which shall be deemed to be Shares substantially in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) such form and have such other provisions as shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided prescribed by the Paying Exchange Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal Agreement and Form of Election which shall specify that delivery of Certificate(s) and/or Target Warrants shall be effected, and risk of loss and title to the Certificates transmitted therewith Certificate(s) and/or Target Warrants shall pass, only upon proper delivery of such Certificate(s) and/or Target Warrants (or customary affidavits of loss in lieu of such Certificate(s) and/or Target Warrants and indemnification regarding the loss or destruction of such Certificate(s) and/or Target Warrants). As used in this Agreement, “Surrender Instructions” means instructions for use in surrendering Certificate(s) and/or Target Warrants (or customary affidavits of loss in lieu of such Certificates and/or Target Warrants and indemnification regarding the loss or destruction of such Certificates and/or Target Warrants) in exchange for the Merger Consideration and/or consideration for the Target Warrants, as applicable, and any cash in lieu of fractional shares of Buyer Common Stock to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election issued or paid in consideration therefor in accordance with Section 3.3(b). To be effective, a Letter 2.3(g) upon surrender of Transmittal such Certificate and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as any dividends or distributions to which the election holder is being made (or by an appropriate guarantee of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered entitled pursuant to the Paying Agent within eight Trading Days after the date of execution of such guarantee of deliverySection 2.3(d). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Agent.

Election Procedures. Each holder of record of shares of Old Forge Common Stock ("Holder") shall have the right, subject to the limitations set forth in this Article 3, to submit an election in accordance with the following procedures: (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled Holder may specify in a request made in accordance with the provisions of this Section 3.1(b3.2.1 (herein called an "ELECTION")) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (number of shares of Old Forge Common Stock owned by such Holder with respect to which such Holder desires to make a "Cash Election"), Stock Election and (ii) the number of shares of Old Forge Common Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or owned by such Holder with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed Holder desires to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which make a Cash Election has been madeElection. (b) Elections pursuant Penseco shall prepare a form reasonably acceptable to Section 3.2(a) shall be made on the form of letter of transmittal and form of election Old Forge (the "Letter of Transmittal and Form of ElectionFORM OF ELECTION") which shall be mailed to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders each holder of record of Shares, together with instructions for use in effecting Certificate(s) so as to permit such holders to exercise their right to make an Election prior to the surrender of Election Deadline. (c) Penseco shall make the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title initially available not less than twenty (20) business days prior to the Certificates transmitted therewith anticipated Election Deadline and shall pass, only upon proper delivery of the Certificates use all reasonable efforts to the Paying Agent. Elections shall be made by mailing to the Paying Agent make available as promptly as possible a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter to any shareholder of Transmittal and Old Forge who requests such Form of Election must be following the initial mailing of the Forms of Election and prior to the Election Deadline. (id) Any Election shall have been made properly completedonly if the person authorized to receive Elections and to act as Exchange Agent, pursuant to an agreement (the "EXCHANGE AGENT AGREEMENT") entered into prior to the mailing of the Form of Election to Old Forge shareholders, shall have received, by the Election Deadline, a Form of Election properly completed and signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (such Form of Election relates or by an appropriate customary guarantee of delivery of such Certificates by certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities DealersStates; provided, Inc., provided that such Certificates are in fact delivered to the Paying Exchange Agent within eight Trading Days after by the date of execution of time required in such guarantee of delivery). The Company Failure to deliver shares of Old Forge Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall determinebe deemed to invalidate any otherwise properly made Election, unless otherwise determined by Penseco, in its sole and absolute discretion. As used herein, unless otherwise agreed in advance by the parties, "ELECTION DEADLINE" means 5:00 p.m. local time (in the city in which authority it may delegate in whole or in part the principal office of the Exchange Agent is located) on the day prior to the Paying AgentOld Forge Shareholder Meeting. Old Forge and Penseco shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) business days before, whether and at least five (5) business days prior to, the Election Deadline. (e) Any Old Forge shareholder may, at any Letter of Transmittal time prior to the Election Deadline, change his or her Election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Form of Election has been properly completed, signed and submitted or revokedElection. The decision Subject to the terms of the Company Exchange Agent Agreement, if Penseco shall determine in its reasonable discretion that any Election is not properly made with respect to any shares of Old Forge Common Stock (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company neither Penseco nor Old Forge nor the Paying Exchange Agent will be being under any obligation duty to notify any person shareholder of any defect such defect), such Election shall be deemed to be not in effect, and the shares of Old Forge Common Stock covered by such Election shall, for purposes hereof, be deemed to be Non-Election Shares, unless a Letter proper Election is thereafter timely made. (f) Any Old Forge shareholder may, at any time prior to the Election Deadline, revoke his or her Election by written notice received by the Exchange Agent prior to the Election Deadline or by withdrawal prior to the Election Deadline of Transmittal and Form his or her Certificates, or of the guarantee of delivery of such Certificates, previously deposited with the Exchange Agent. All Elections shall be automatically deemed revoked upon receipt by the Exchange Agent of written notification from Penseco or Old Forge that this Agreement has been terminated in accordance with Article 9. (g) Subject to the terms of the Exchange Agent Agreement, Penseco, in the exercise of its reasonable, good faith discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing (i) the validity of the Forms of Election submitted and compliance by any Old Forge shareholder with the Election procedures set forth herein, (ii) the manner and extent to which Elections are to be taken into account in making the Paying Agentdeterminations prescribed by Section 3.1.3, (iii) the issuance and delivery of certificates representing the whole number of shares of Penseco Common Stock into which shares of Old Forge Common Stock are converted in the Reverse Merger and (iv) the method of payment of cash for shares of Old Forge Common Stock converted into the right to receive the Cash Consideration and cash in lieu of fractional shares of Penseco Common Stock.

Election Procedures. Each holder of record of shares of Company Common Stock (“Holder“) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled Holder may specify in a request made in accordance with the provisions of this Section 3.1(b)2.1 (herein called an “Election“) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a "Cash Election"), Stock Election and (ii) the number of shares of Company Common Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or owned by such Holder with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed Holder desires to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which make a Cash Election has been madeElection. (b) Elections pursuant Parent shall prepare a form reasonably acceptable to Section 3.2(a) shall be made on the form of letter of transmittal and form of election Company (the "Letter of Transmittal and “Form of Election"“) which shall be mailed 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) Parent shall cause the Form of Election to be provided by the Paying Agent (as defined in Section 3.3(a)) sent to holders of record of Shares, together with instructions for not less than twenty (20) business days prior to the anticipated Election Deadline and shall use in effecting the surrender of the Certificates for payment therefor, all reasonable efforts to make available as soon promptly as practicable following the Effective Time. The Letter of Transmittal and possible a Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery any shareholder of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Company who requests such Form of Election in accordance with Section 3.3(bfollowing the initial mailing of the Forms of Election and prior to the Election Deadline. (d) Any Election shall have been made properly only if the Person authorized to receive Elections and to act as exchange agent under this Agreement, which Person shall be selected by Parent and reasonably acceptable to the Company (the “Exchange Agent“). To be effective, a Letter pursuant to an agreement (the “Exchange Agent Agreement“) entered into prior to the mailing of Transmittal and the Form of Election must be (i) to Company shareholders, shall have received, by the Election Deadline, a Form of Election properly completed, completed and signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (such Form of Election relates or by an appropriate customary guarantee of delivery of such Certificates by Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., States; provided that such Certificates are in fact delivered to the Paying Exchange Agent within eight Trading Days after by the date of execution of time required in such guarantee of delivery). The Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall determinebe deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole and absolute discretion. For shares of Company Common Stock held in book entry form, Parent shall establish procedures for delivery of such shares, which authority it may delegate in whole or in part procedures shall be reasonably acceptable to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revokedCompany. The decision In the event that a shareholder of the Company has provided a notice of intent to demand payment (or a “Notice of Dissenter’s Intent“) pursuant to Section 13.21 of the Paying AgentVBCA, as the case may be) in any Election submitted by such matters shareholder prior to submission of such Notice of Dissenter’s Intent shall be conclusive deemed withdrawn, and bindingany Election submitted by such shareholder after submission of such Notice of Dissenter’s Intent (unless such Notice of Dissenter’s Intent shall have theretofore been withdrawn) shall be deemed invalid. (e) As used herein, unless otherwise agreed by the parties, “Election Deadline“ means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the later of (1) the date of the meeting of the Company shareholders pursuant to Section 6.3 and (2) the date that Parent and the Company shall agree is as near as practicable to five (5) business days prior to the expected Closing Date. Neither Parent shall issue a press release informing the Company’s shareholders of the Election Deadline as promptly as practicable following the determination thereof. (f) Any Company shareholder may, at any time prior to the Election Deadline, change or revoke his or her Election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Form of Election. Subject to the terms of the Exchange Agent Agreement, if Parent shall determine in its reasonable discretion that any Election is not properly made with respect to any shares of Company Common Stock (neither Parent nor the Company nor the Paying Exchange Agent will be being under any obligation duty to notify any person shareholder of any defect such defect), such Election shall be deemed to be not in effect, and the shares of Company Common Stock covered by such Election shall, for purposes hereof, be deemed to be Non-Election Shares, unless a Letter proper Election is thereafter timely made. (g) Any Company shareholder may, at any time prior to the Election Deadline, revoke his or her Election by written notice received by the Exchange Agent prior to the Election Deadline or by withdrawal prior to the Election Deadline of Transmittal his or her Certificates, or of the guarantee of delivery of such Certificates, previously deposited with the Exchange Agent. All Elections shall be automatically deemed revoked, and Form all Certificates shall be promptly returned to the Company’s shareholders, upon receipt by the Exchange Agent of written notification from Parent or the Company that this Agreement has been terminated in accordance with Article VIII or that this Agreement has been amended by the parties to so provide in connection with a new election period. (h) Subject to the terms of the Exchange Agent Agreement, Parent, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing (i) the validity of the Forms of Election submitted and compliance by any Company shareholder with the Election procedures set forth herein, (ii) the manner and extent to which Elections are to be taken into account in making the Paying Agentdeterminations prescribed by Section 1.5, (iii) the issuance and delivery of shares of Parent Common Stock into which shares of Company Common Stock are converted in the Merger and (iv) the method of payment of cash for shares of Company Common Stock converted into the right to receive the Cash Consideration and cash in lieu of fractional shares of Parent Common Stock.

Election Procedures. (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and record of shares of Company Stock to be cancelled converted into the right to receive (x) the Per Share Cash Amount and the Per Share Contingent Amount, or (y) the Per Share Stock Amount and the Per Share Contingent Amount, in accordance with, and subject to, Sections 2.02(a) and 2.09(a) (a “Holder”), shall have the right, subject to the limitations set forth in this Section 2.09, to submit an election in accordance with Section 3.1(bthe following procedures: (i) Parent shall prepare a form reasonably acceptable to the Company, including appropriate and customary transmittal material in such form as prepared by Parent and reasonably acceptable to the Company (the “Form of Election”)) issued and outstanding immediately , so as to permit Holders to exercise their right to make an Election prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election")Surrender and Election Deadline. Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and A Form of Election shall be delivered or mailed to each Holder in accordance with the procedures specified in Section 2.09(d)(i)(A). (ii) Each Holder may specify that delivery shall be effected, and risk of loss and title to on the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with the provisions of this Section 3.3(b). To be effective, a Letter of Transmittal 2.09(b) and the instructions on such Form of Election must (herein called an “Election”), (A) the number of shares of Company Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and (B) the number of shares of Company Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. Any Holder who makes an Election shall be required to waive all appraisal rights in connection with the Outstanding Common Shares subject to such Election. (iiii) Any Election shall have been made properly completedonly if the Exchange Agent shall have received, signed and submitted prior to the Paying Surrender and Election Deadline, a completed and duly executed Letter of Transmittal, which shall include a duly executed Lock-Up and Investment Representation Letter and a properly completed and duly executed Form of Election, as specified in Section 2.09(d)(i)(A). (iv) Any Holder may, at any time prior to the Surrender and Election Deadline, change or revoke such Holder’s Election by written notice to the Exchange Agent at its designated office prior to the Surrender and (ii) Election Deadline accompanied by the Certificates representing the Shares as to which the election is being made (a properly completed and duly executed revised Form of Election, or by an appropriate guarantee of delivery written withdrawal prior to the Surrender and Election Deadline of such Holder’s Old Certificates by a commercial bank (if applicable), or trust company any documents in respect of shares of Company Stock in book-entry form, previously deposited with the United States or a member Exchange Agent. After an Election is validly made with respect to any shares of a registered national security exchange or of the National Association of Securities DealersCompany Stock, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution any subsequent transfer of such guarantee shares of delivery)Company Stock shall automatically revoke such Election. The Exchange Agent shall have reasonable discretion (including taking into account the Simon Stock Consideration Limitation) to determine if any Election is not properly made with respect to any shares of Company shall determineStock (none of Parent, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Exchange Agent will be being under any obligation duty to notify any person Holder of such defect). In the event that the Exchange Agent makes such a determination, such Election shall be deemed to be not in effect, and the shares of Company Stock covered by such Election shall, for purposes hereof, be deemed to be Non-Election Shares, unless a proper Election is thereafter timely made with respect to such shares of Company Stock. (v) Notwithstanding anything to the contrary in this Agreement: (A) any and all Elections made by any Simon Shareholder that would result in the Simon Shareholders (individually or collectively) electing to receive, as Merger Consideration hereunder, an aggregate number of shares of Parent Common Stock in excess of the number of shares of Parent Common Stock permitted under the Simon Stock Consideration Limitation shall be automatically deemed revoked upon receipt by the Exchange Agent of any defect such Elections; and (B) all Elections shall be automatically deemed revoked upon receipt by the Exchange Agent of written notification from the parties that this Agreement has been terminated in a Letter accordance with the terms hereof. (vi) Subject to the terms of Transmittal this Agreement and the Form of Election, Parent, in the exercise of its reasonable, good faith discretion (including taking into account the Simon Stock Consideration Limitation), shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing (A) the validity of the Forms of Election submitted and compliance by any Holder with the Election procedures set forth herein, and (B) the method of payment of cash for each share of Company Stock converted into the right to receive the Paying AgentPer Share Cash Amount and cash in lieu of fractional shares of Parent Common Stock.

Election Procedures. (a) Each record holder of record of Company Shares (other than Dissenting Shares, if any, (x) Company Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b2.1(c), (y) any Dissenting Shares and (z) Company Shares owned by any of the Company Subsidiaries immediately prior to the Effective Time) or Company Preferred Shares (other than Company Preferred Shares for which the holder thereof has elected to receive the liquidation preference plus accrued and unpaid dividends as provided in Section 2.1(b)) issued and outstanding immediately prior to the Effective Time Election Deadline (a “Holder”) shall be entitled 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 2.7. (a) Each Holder may specify in a request specifying made in accordance with the portion provisions of such record holder's Shares which such record holder desires to have converted into this Section 2.7 (an “Election”) (i) the Cash Consideration (number of Company Shares owned or, in the case of Company Preferred Shares, to be owned following the cancellation and conversion provided for in Section 2.1(b)(i), by such Holder with respect to which such Holder desires to make a "Cash Share Election"), (ii) the Stock Consideration (number of such Company Shares with respect to which such Holder desires to make a "Stock Election") or Cash Election and (iii) the Mixed Consideration (a "Mixed Election")particular shares for which the Holder desires to make either such election, or to indicate that and the order in which either such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant apply to this any such shares if the election is subject to proration under Section 3.2(a) and Section 3.1(g)) (collectively, "Non-2.8. Any Holder who wishes to make an Election Shares") shall be deemed required to be Shares waive all dissenters’ rights in respect of which a Cash Election has been madeconnection with making such Election. (b) Elections pursuant The Company shall prepare a form reasonably acceptable to Section 3.2(a) shall be made on the form of letter of transmittal and form of election Parent (the "Letter of Transmittal and “Form of Election"”), which shall be mailed by the Company to Holders so as to permit such Holders to exercise their right to make an Election prior to the Election Deadline. (c) The Company shall mail or cause to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment thereformailed or delivered, as soon as practicable following applicable, the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk to Holders as of loss and title the record date for the Company Special Meeting not less than twenty (20) business days prior to the Certificates transmitted therewith anticipated Election Deadline. The Company shall pass, only upon proper delivery make available one or more Forms of Election as may reasonably be requested from time to time by all Persons who become Holders during the Certificates period following the record date for the Company Special Meeting and prior to the Paying Agent. Elections Election Deadline. (d) Any Election shall be have been made properly only if the Exchange Agent shall have received, by mailing to the Paying Agent Election Deadline, a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effectiveproperly completed and signed and accompanied by (i) the Certificates, a Letter of Transmittal and if any, to which such Form of Election must be (i) properly completedrelates, signed and submitted to duly endorsed in blank or otherwise in form acceptable for transfer on the Paying Agent at its designated office books of the Company, and (ii) accompanied by in the Certificates representing case of Book-Entry Shares, any additional documents specified in the Shares as to procedures set forth in the Form of Election. As used herein, “Election Deadline” means 5:00 p.m. local time (in the city in which the election is being made (or by an appropriate guarantee of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or principal office of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Exchange Agent within eight Trading Days after is located) on the date of execution of such guarantee of delivery). The the Company Special Meeting, unless otherwise agreed in advance by the Company and Parent, in which event the Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of reasonably promptly announce such rescheduled Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying AgentDeadline.

Election Procedures. Each holder of record of shares of KBC Stock to be converted into the right to receive the Merger Consideration in accordance with, and subject to, Sections 1.05 and 1.07 (a “Holder”) shall have the right, subject to the limitations set forth in this Article I, to submit an election in accordance with the following procedures: (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled Holder may specify in a request made in accordance with the provisions of this Section 3.1(b)1.08 (herein called an “Election”) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (number of shares of KBC Stock owned by such Holder with respect to which such Holder desires to make a "Cash Election"), Stock Election and (ii) the number of shares of KBC Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or owned by such Holder with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed Holder desires to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which make a Cash Election has been madeElection. (b) Elections pursuant EQBK shall prepare a form reasonably acceptable to Section 3.2(a) shall be made on the KBC, including appropriate and customary transmittal materials in such form of letter of transmittal as prepared by EQBK and form of election reasonably acceptable to KBC (the "Letter of Transmittal and “Form of Election"”), so as to permit Holders to exercise their right to make an Election. (c) to be provided by EQBK (i) shall initially make available and mail the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title not less than twenty (20) Business Days prior to the Certificates transmitted therewith shall pass, only upon proper delivery anticipated Election Deadline to Holders of record as of the Certificates Business Day prior to the Paying Agent. Elections shall be made by such mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effectivedate, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any certificates representing shares of KBC Stock (each, a “Certificate”, it being understood that any reference herein to “Certificate” shall be deemed to include reference to book-entry account statements relating to the Certificates representing the Shares as ownership of shares of KBC Stock) to which the election is being made (such Form of Election relates or by an appropriate customary guarantee of delivery of such Certificates by Certificates, as set forth in such Form of Election, from a commercial bank or trust company in the United States or a member of a registered national security exchange or States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Exchange Agent within eight Trading Days after is located) on the date of execution of such guarantee of delivery). The Company which the parties shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part agree is as near as practicable to two (2) Business Days preceding the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying AgentClosing Date.

Election Procedures. (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and record of shares to be cancelled in accordance with Section 3.1(b)) of Company Common Stock issued and outstanding immediately prior to the Effective Time Time, and (each holder of Company Restricted Shares (any of the foregoing, a “Holder”) shall be entitled 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) Each Holder may specify in a request specifying made in accordance with the portion provisions of such record holder's Shares which such record holder desires to have converted into this Section 3.3 (herein called an “Election”) (i) the Cash Consideration (number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a "Cash Election"), Stock Election and (ii) the number of shares of Company Common Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or owned by such Holder with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed Holder desires to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which make a Cash Election has been madeElection. (b) Elections pursuant Parent shall prepare a form reasonably acceptable to Section 3.2(a) shall be made on the form of letter of transmittal and form of election Company (the "Letter of Transmittal and “Form 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 provided mailed or delivered, as applicable, the Form of Election to record holders of Common Stock and holders of Company Restricted Shares as of the record date for the Company Stockholder Meeting not less than twenty (20) Business Days prior to the anticipated Election Deadline (the “Mailing Date”). Parent shall make available one or more Forms of Election as may reasonably be requested from time to time by the Paying Agent (as defined in Section 3.3(a)) to all persons who become holders of record of SharesCompany Common Stock during the period following the record date for the Company Stockholder Meeting and prior to the Election Deadline. (d) Prior to the Mailing Date, together with instructions Parent shall appoint an exchange agent, which shall be a bank or trust company reasonably acceptable to the Company (the “Exchange Agent”), for use in effecting the surrender purpose of the receiving Elections and exchanging shares of Company Common Stock represented by Certificates for payment thereforMerger Consideration, as soon as practicable following pursuant to an exchange agent agreement entered into prior to the Effective TimeMailing Date (the “Exchange Agent Agreement”). The Letter of Transmittal and Any Election shall have been made properly only if the Exchange Agent shall have received, by the Election Deadline, a Form of Election shall specify that delivery shall be effected, properly completed and risk signed and accompanied by Certificates representing the shares of loss and title Company Common Stock to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and which such Form of Election relates, duly endorsed in accordance with Section 3.3(b). To be effective, a Letter blank or otherwise in form acceptable for transfer on the books of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (Company or by an appropriate customary guarantee of delivery of such Certificates by Certificates, as set forth in such Form of Election, from a commercial bank or trust company firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the United States or a member of a registered national security exchange or of the National Association of Securities DealersExchange Act); provided, Inc., provided that such Certificates are in fact delivered to the Paying Exchange Agent within eight Trading Days after by the date of execution of time required in such guarantee of delivery), and, in the case of Book-Entry Shares, any additional documents specified in the procedures set forth in the Form of Election. The Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall determinebe deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole and absolute discretion. As used herein, unless otherwise agreed in advance by the Company and Parent, “Election Deadline” means 5:00 p.m. local time (in the city in which authority it may delegate in whole or in part the principal office of the Exchange Agent is located) on the later of (i) the date immediately prior to the Paying Agent, whether any Letter of Transmittal Company Stockholder Meeting and Form of Election has been properly completed, signed (ii) the date that Parent and submitted or revokedthe Company shall agree is two (2) Business Days prior to the expected Closing Date. The decision Company and Parent shall issue a press release reasonably satisfactory to each of them announcing the anticipated date of the Company Election Deadline not more than fifteen (or 15) Business Days before, and at least five (5) Business Days prior to, the Paying AgentElection Deadline. If the Closing is delayed to a subsequent date, as the case may be) in such matters Election Deadline shall be conclusive similarly delayed to a subsequent date (which shall be the second (2nd) Business Day prior to the Closing Date) and binding. Neither the Company nor the Paying Agent will be under any obligation and Parent shall cooperate to notify any person of any defect in a Letter of Transmittal promptly publicly announce such rescheduled Election Deadline and Form of Election submitted to the Paying AgentClosing.

Election Procedures. (a) Each record Except for the Specified Company Stockholders, each holder of Shares (other than Dissenting Sharesrecord of shares of Company Common Stock and Company Common Stock Equivalents, if anyin each case, Shares owned by Textron and shares to be cancelled converted into the right to receive the Merger Consideration in accordance with, and subject to, Section 3.1 and this Section 3.2 (a “Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election in accordance with the following procedures: (i) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1(b3.2(b) (herein called an “Election”) (A) the number of shares of Company Common Stock and Company Common Stock Equivalents held by such Holder with respect to which such Holder desires to make a Stock Election and (B) the number of shares of Company Common Stock and Company Common Stock Equivalents held by such Holder with respect to which such Holder desires to make a Cash Election. (ii) Parent shall prepare a form reasonably acceptable to the Company, including appropriate and customary transmittal materials in such form as prepared by Parent and reasonably acceptable to the Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election. (iii) issued Parent and outstanding immediately the Company (A) shall initially make available and mail the Form of Election not less than 20 business days prior to the Effective Time anticipated Election Deadline to Holders as of the fifth business day prior to such mailing date, and (B) following such mailing date, shall be entitled use all reasonable efforts to submit make available as promptly as possible a request specifying the portion Form of Election to any Holder who requests such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as Form of Election prior to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for Election Deadline. The time period between such Shares mailing date and the Election Deadline is referred to herein as the “Election Period.” (a "Non-Election"). Shares in respect of which a Non-iv) Any Election is made (including Shares in respect of which such an election is deemed to shall have been made pursuant to this Section 3.2(a) properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and Section 3.1(g)) executed (collectively, "Non-Election Shares") shall be deemed to be Shares including duly executed transmittal materials included in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided ). As used herein, unless otherwise agreed in advance by the Paying Agent Parties, “Election Deadline” means 5:00 p.m. local time (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use the city in effecting which the surrender principal office of the Certificates for payment therefor, Exchange Agent is located) on the date that is five business days prior to Parent’s good faith estimate of the Closing Date or such other date as soon as practicable following may be mutually agreed to by the Effective TimeParties. The Letter Company and Parent shall cooperate to issue a press release reasonably satisfactory to each of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (or by an appropriate guarantee of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after them announcing the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part the Election Deadline at least three business days prior to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying AgentDeadline.

Election Procedures. Each holder of record of shares of Company Common Stock to be converted into the right to receive the Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Sections 1.6 and 2.1 (a "Holder") shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled Holder may specify in a request made in accordance with the provisions of this Section 3.1(b)2.2 (herein called an "Election") issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a "Cash Election"), Stock Election and (ii) the number of shares of Company Common Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or owned by such Holder with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed Holder desires to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which make a Cash Election has been madeElection. (b) Elections pursuant Parent shall prepare a form reasonably acceptable to Section 3.2(a) shall be made on the Company, including appropriate and customary transmittal materials in such form of letter of transmittal as prepared by Parent and form of election reasonably acceptable to the Company (the "Letter of Transmittal and Form of Election"), so as to permit Holders to exercise their right to make an Election. (c) to be provided by Parent (i) shall initially make available and mail the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title not less than twenty (20) business days prior to the Certificates transmitted therewith shall pass, only upon proper delivery anticipated Election Deadline to Holders of record as of the Certificates business day prior to the Paying Agent. Elections shall be made by such mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effectivedate, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the "Election Period". (d) Any Election shall have been made properly only if the Exchange Agent shall have 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 the any Old Certificates representing the Shares as all certificated shares to which the election is being made (such Form of Election relates or by an appropriate customary guarantee of delivery of such Certificates by Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States or a member of a registered national security exchange or States. As used herein, unless otherwise agreed in advance by the parties, "Election Deadline" means 5:00 p.m. local time (in the city in which the principal office of the National Association Exchange Agent is located) on the date which the parties shall agree is as near as practicable to two (2) business days preceding the Closing Date. The Parties shall cooperate to issue a press release reasonably satisfactory to each of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after them announcing the date of execution of such guarantee of delivery). The Company shall determinethe Election Deadline not more than fifteen (15) business days before, in its sole and absolute discretionat least five (5) business days prior to, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying AgentDeadline.

Election Procedures. Each holder of record of shares of Company Common Stock (other than any Cancelled Shares and any shares of Company Common Stock held by any of the Company’s Subsidiaries) (each, a “Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election on or prior to the Election Deadline in accordance with the procedures set forth in this Section 2.7. (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled Holder may specify in a request made in accordance with the provisions of this Section 3.1(b)2.7 (an “Election”) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a "Cash Share Election"), (ii) the number of such shares of Company Common Stock Consideration (with respect to which such Holder desires to make a "Stock Election") or Cash Election and (iii) the Mixed Consideration (a "Mixed Election")particular shares for which the Holder desires to make either such election, or to indicate that and the order in which either such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant apply to this any such shares if the election is subject to proration under Section 3.2(a) and Section 3.1(g)) (collectively2.8. Any share of Company Common Stock with respect to which the Exchange Agent has not received an effective, "Non-properly completed Form of Election Shares") on or before the Election Deadline shall be deemed to be Shares in respect of which a Cash Election has been madeShare Electing Shares. (b) Elections pursuant The Company shall prepare a form reasonably acceptable to Section 3.2(a) shall be made on the form of letter of transmittal and form of election IAC (the "Letter of Transmittal and “Form of Election"”), which shall be mailed by the Company to Holders so as to permit such Holders to exercise their right to make an Election prior to the Election Deadline. (c) The Company shall mail or cause to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment thereformailed or delivered, as soon as practicable following applicable, the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk to Holders as of loss and title the record date for the Company Stockholders’ Meeting not less than twenty (20) Business Days prior to the Certificates transmitted therewith anticipated Election Deadline. The Company shall pass, only upon proper delivery make available one or more Forms of Election as may reasonably be requested from time to time by all persons who become Holders during the Certificates period following the record date for the Company Special Meeting and prior to the Paying Agent. Elections Election Deadline. (d) Any Election shall be have been made properly only if the Exchange Agent shall have received, by mailing to the Paying Agent Election Deadline, a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effectiveproperly completed and signed and accompanied by (i) the Certificates, a Letter of Transmittal and if any, to which such Form of Election must be (i) properly completedrelates, signed and submitted to duly endorsed in blank or otherwise in form acceptable for transfer on the Paying Agent at its designated office books of the Company, and (ii) accompanied by in the Certificates representing case of Book-Entry Shares, any additional documents specified in the Shares as to procedures set forth in the Form of Election. As used herein, “Election Deadline” means 5:00 p.m. local time (in the city in which the election is being made (or by an appropriate guarantee of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or principal office of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Exchange Agent within eight Trading Days after is located) on the date of execution of such guarantee of delivery). The the Company Stockholders’ Meeting, unless otherwise agreed in advance by the Company and IAC, in which event the Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of reasonably promptly announce such rescheduled Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying AgentDeadline.

Election Procedures. Each holder of record of shares of Company Common Stock ("Holder") as of the record date for the Company Stockholders Meeting shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled Holder may specify in a request made in accordance with the provisions of this Section 3.1(b)) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into 2.1 (i) the Cash Consideration (a herein called an "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iiix) the Mixed Consideration (a "Mixed Election"), or number of shares of Company Common Stock owned by such Holder with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed Holder desires to have been made pursuant make a Stock Election and (y) the number of shares of Company Common Stock owned by such Holder with respect to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed which such Holder desires to be Shares in respect of which make a Cash Election has been madeElection. (b) Elections pursuant Parent shall prepare a form reasonably acceptable to Section 3.2(a) shall be made on the form of letter of transmittal and form of election Company (the "Letter of Transmittal and Form of Election") which shall be mailed to be provided by the Paying Agent Company's shareholders entitled to vote at the Company Stockholders Meeting (as hereinafter defined) so as to permit Company's shareholders to exercise their right to make an Election prior to the Election Deadline. (c) Parent shall make the Form of Election initially available at the time that the Joint Proxy Statement/Prospectus (as defined in Section 3.3(a)herein) is made available to holders the shareholders of record of SharesCompany, together with instructions for to such shareholders, and shall use in effecting the surrender of the Certificates for payment therefor, all reasonable efforts to make available as soon promptly as practicable following the Effective Time. The Letter of Transmittal and possible a Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery any shareholder of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Company who requests such Form of Election in accordance with Section 3.3(b)following the initial mailing of the Forms of Election and prior to the Election Deadline. To be effective, a Letter of Transmittal and In no event shall the Form of Election must first be made available less than twenty (i20) properly completed, signed and submitted days prior to the Paying Agent at its designated office Election Deadline. (d) Any Election shall have been made properly only if the Person authorized to receive Elections and (ii) accompanied by the Certificates representing the Shares to act as to exchange agent under this Agreement, which the election is being made (or by an appropriate guarantee of delivery of such Certificates by Person shall be a commercial bank or trust company in designated by Parent and reasonably acceptable to the United States or a member of a registered national security exchange or Company (the "Exchange Agent"), pursuant to an agreement (the "Exchange Agent Agreement") entered into prior to the mailing of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed to Company shareholders and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted reasonably acceptable to the Paying Agent.Company, shall have

Election Procedures. (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and record of shares to be cancelled in accordance with Section 3.1(b)) of Company Common Stock issued and outstanding immediately prior to the Effective Time (a "Holder") shall be entitled 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) Each Holder may specify in a request specifying made in accordance with the portion provisions of such record holder's Shares which such record holder desires to have converted into this Section 3.3 (an "Election") (i) the Cash Consideration (number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a "Cash Election"), Share Election and (ii) the number of other shares of Company Common Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or owned by such Holder with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed Holder desires to have been made pursuant to this Section 3.2(a) make a Cash Election; provided, that, for the avoidance of doubt, a Holder may not make both a Share Election and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been madewith respect to the same share of Company Common Stock owned by such Holder. (b) Elections pursuant Prior to Section 3.2(a) effectiveness of the Form S-4, Parent shall be made on prepare and file as an exhibit thereto a form reasonably acceptable to the form of letter of transmittal and form of election Company (the "Letter of Transmittal and Form of Election"), which shall be mailed by the Company to record holders of Company Common Stock so as to permit those holders to exercise their right to make an Election prior to the Election Deadline. (c) The Company shall mail or cause to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment thereformailed or delivered, as soon as practicable following applicable, the Effective Time. The Letter of Transmittal and Form of Election to record holders of shares of Company Common Stock as of the record date for the Company Stockholder Meeting not less than twenty (20) Business Days prior to the anticipated Election Deadline (the "Mailing Date"). Parent shall specify that delivery make available one or more Forms of Election as may reasonably be requested from time to time by all Persons who become holders or beneficial owners of Company Common Stock during the period following the record date for the Company Stockholder Meeting and prior to the Election Deadline. (d) Prior to the Mailing Date, Parent shall appoint an exchange agent, which shall be effected, and risk of loss and title an agent reasonably acceptable to the Company (the "Exchange Agent"), for the purpose of receiving Elections and transferring Book-Entry Shares and exchanging shares of Company Common Stock represented by Certificates transmitted therewith shall passfor Merger Consideration, only upon proper delivery pursuant to an exchange agent agreement reasonably acceptable to Parent and the Company entered into prior to the Mailing Date (the "Exchange Agent Agreement"). Subject to the terms of the Certificates to Exchange Agent Agreement, any Election shall have been made properly only if the Paying Agent. Elections Exchange Agent shall be made have received, by mailing to the Paying Agent Election Deadline, a duly completed Letter of Transmittal and Form of Election in accordance properly completed and signed, with Section 3.3(b). To be effective, a Letter of Transmittal and such Form of Election must be (i) properly completed, signed and submitted either electing to the Paying Agent at its designated office and (ii) transfer Book-Entry Shares or accompanied by the Certificates representing the Shares as 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 election is being made (books of the Company or by an appropriate customary guarantee of delivery of such Certificates by Certificates, as set forth in such Form of Election, from a commercial bank or trust company firm that is an "eligible guarantor institution" (as defined in Rule 17Ad-15 under the United States or a member of a registered national security exchange or of the National Association of Securities DealersExchange Act); provided, Inc., provided that such Certificates are in fact delivered to the Paying Exchange Agent within eight Trading Days after by the date of execution of time required in such guarantee of delivery). The Company Failure to deliver Certificates covered by such a guarantee of delivery within the time set forth on such guarantee shall determinebe deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole and absolute discretion. As used herein, unless otherwise agreed in advance by the Company and Parent, "Election Deadline" means 5:00 p.m. local time (in the city in which authority it may delegate in whole or in part the principal office of the Exchange Agent is located) on the Business Day immediately prior to the Paying AgentCompany Stockholder Meeting. (e) Any Holder may, whether at any Letter of Transmittal time prior to the Election Deadline, change or revoke his or her Election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Form of Election or by withdrawal prior to the Election Deadline of his or her Certificates, or of the guarantee of delivery of such Certificates, or any documents in respect of Book-Entry Shares, previously deposited with the Exchange Agent. After an Election is validly made with respect to any shares of Company Common Stock, any subsequent transfer of such shares of Company Common Stock shall automatically revoke such Election. Notwithstanding anything to the contrary in this Agreement, all Elections shall be automatically deemed revoked upon receipt by the Exchange Agent of written notification from Parent or the Company that this Agreement has been properly completed, signed and submitted or revokedterminated in accordance with Article IX. The decision Subject to the terms of the Exchange Agent Agreement and this Agreement, the Exchange Agent shall have reasonable discretion to determine if any Election is not properly made with respect to any shares of Company Common Stock (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither neither Parent nor the Company nor the Paying Exchange Agent will be being under any obligation duty to notify any person stockholder of any defect such defect); in the event the Exchange Agent makes such a Letter determination, such Election shall be deemed to be not in effect, and the shares of Transmittal and Form of Company Common Stock covered by such Election submitted shall, for purposes hereof, be deemed to be Non-Electing Shares, unless a proper Election is thereafter timely made with respect to such shares. (f) Subject to the Paying Agentterms of the Exchange Agent Agreement, Parent and the Company, in the exercise of their reasonable discretion, shall have the joint right to make all determinations, not inconsistent with the terms of this Agreement, governing (i) the manner and extent to which Elections are to be taken into account in making the determinations prescribed by Section 3.2, (ii) the issuance and delivery of certificates representing the number of Parent Common Shares into which shares of Company Common Stock are converted into the right to receive in the Merger and (iii) the method of payment of cash for shares of Company Common Stock converted into the right to receive the Cash Consideration and cash in lieu of fractional Parent Common Shares.

Election Procedures. Each holder of record of shares of Company Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled Holder may specify in a request made in accordance with the provisions of this Section 3.1(b)2.1 (herein called an “Election”) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a "Cash Election"), Stock Election and (ii) the number of shares of Company Common Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or owned by such Holder with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed Holder desires to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which make a Cash Election has been madeElection. (b) Elections pursuant Parent shall prepare a form reasonably acceptable to Section 3.2(a) shall be made on the form of letter of transmittal and form of election Company (the "Letter of Transmittal and “Form of Election"”) which shall be mailed 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) Parent shall cause the Form of Election to be provided by the Paying Agent (as defined in Section 3.3(a)) sent to holders of record of Shares, together with instructions for not less than twenty (20) business days prior to the anticipated Election Deadline and shall use in effecting the surrender of the Certificates for payment therefor, all reasonable efforts to make available as soon promptly as practicable following the Effective Time. The Letter of Transmittal and possible a Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery any shareholder of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Company who requests such Form of Election in accordance with Section 3.3(bfollowing the initial mailing of the Forms of Election and prior to the Election Deadline. (d) Any Election shall have been made properly only if the Person authorized to receive Elections and to act as exchange agent under this Agreement, which Person shall be selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”). To be effective, a Letter pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of Transmittal and the Form of Election must be (i) to Company shareholders, shall have received, by the Election Deadline, a Form of Election properly completed, completed and signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (such Form of Election relates or by an appropriate customary guarantee of delivery of such Certificates by Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., States; provided that such Certificates are in fact delivered to the Paying Exchange Agent within eight Trading Days after by the date of execution of time required in such guarantee of delivery). The Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall determinebe deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole and absolute discretion. For shares of Company Common Stock held in book entry form, Parent shall establish procedures for delivery of such shares, which authority it may delegate in whole or in part procedures shall be reasonably acceptable to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revokedCompany. The decision In the event that a shareholder of the Company has provided a notice of intent to demand payment (or a “Notice of Dissenter’s Intent”) pursuant to Section 13.21 of the Paying AgentVBCA, as the case may be) in any Election submitted by such matters shareholder prior to submission of such Notice of Dissenter’s Intent shall be conclusive deemed withdrawn, and binding. Neither any Election submitted by such shareholder after submission of such Notice of Dissenter’s Intent (unless such Notice of Dissenter’s Intent shall have theretofore been withdrawn) shall be deemed invalid. (e) As used herein, unless otherwise agreed by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the later of (1) the date of the meeting of the Company nor shareholders pursuant to Section 6.3 and (2) the Paying Agent will be under any obligation date that Parent and the Company shall agree is as near as practicable to notify any person of any defect in a Letter of Transmittal and Form of Election submitted five (5) business days prior to the Paying Agentexpected Closing Date. Parent shall issue a press release informing the Company’s shareholders of the Election Deadline as promptly as practicable following the determination thereof.

Election Procedures. (a) Each record Subject to the terms of the Exchange Agent Agreement, each holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and record of shares to be cancelled in accordance with Section 3.1(b)) of Target Common Stock issued and outstanding immediately prior to the Effective Time (a “Holder”) shall be entitled have the right, subject to the limitations set forth in this Article 3, to submit an election on or prior to the Election Deadline in accordance with the following procedures: (a) Each Holder may specify in a request specifying made in accordance with the portion provisions of such record holder's Shares which such record holder desires to have converted into this Section 3.1 (herein called an “Election”) (i) the Cash Consideration (number of shares of Target Common Stock owned by such Holder with respect to which such Holder desires to make a "Cash Election"), Stock Election and (ii) the number of shares of Target Common Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or owned by such Holder with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed Holder desires to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which make a Cash Election has been madeElection. (b) Elections pursuant Buyer shall prepare a form reasonably acceptable to Section 3.2(a) shall be made on the form of letter of transmittal and form of election Target (the "Letter of Transmittal and “Form of Election"”) to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election which shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith or Book-Entry Shares shall pass, only upon proper delivery of the Certificates or Book-Entry Shares to the Paying Exchange Agent. Elections ), which shall be made mailed by mailing Target to record holders of Target Common Stock so as to permit those holders to exercise their right to make an Election prior to the Paying Agent a duly completed Letter of Transmittal and Election Deadline. (c) Target shall mail or cause to be mailed or delivered, as applicable, the Form of Election in accordance with Section 3.3(bto record holders of Common Stock as of the record date for the Target Stockholder Meeting not less than 20 Business Days prior to the anticipated Election Deadline (the “Mailing Date”). To Buyer shall make available one or more Forms of Election as may reasonably be effectiverequested from time to time by all persons who become holders or beneficial owners of Target Common Stock during the period following the record date for the Target Stockholder Meeting and prior to the Election Deadline. (d) Prior to the Mailing Date, Buyer shall appoint an exchange agent reasonably acceptable to Target (the “Exchange Agent”), for the purpose of receiving Elections and exchanging shares of Target Common Stock represented by Certificates or Book-Entry Shares for Merger Consideration, pursuant to an exchange agent agreement entered into prior to the Mailing Date (the “Exchange Agent Agreement”). Subject to the terms of the Exchange Agent Agreement, any Election shall have been made properly only if the Exchange Agent shall have received, by the Election Deadline, a Letter of Transmittal and Form of Election must be (i) properly completed, completed and signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as shares of Target Common Stock to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the election is being made (books of the Target or by an appropriate customary guarantee of delivery of such Certificates by Certificates, as set forth in such Form of Election, from a commercial bank or trust company firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the United States or a member of a registered national security exchange or of the National Association of Securities DealersExchange Act); provided, Inc., provided that such Certificates are in fact delivered to the Paying Exchange Agent within eight Trading Days after by the date of execution of time required in such guarantee of delivery), and, in the case of Book-Entry Shares, any additional documents specified in the procedures set forth in the Form of Election. The Company Failure to deliver shares of Target Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall determinebe deemed to invalidate any otherwise properly made Election, unless otherwise determined by Buyer, in its sole and absolute discretion. As used herein, unless otherwise agreed in advance by the Target and Buyer, “Election Deadline” means 5:00 p.m. local time (in the city in which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision principal office of the Company (or Exchange Agent is located) on the Paying Agentdate that is 30 days following the Closing Date. Target and Buyer shall issue a press release announcing the anticipated date of the Election Deadline not more than 15 Business Days before, as and at least five Business Days prior to, the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying AgentDeadline.

Election Procedures. Each holder of record of shares of Bank Common Stock and Series A Preferred Stock (each, a “Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled Holder may specify in a request made in accordance with the provisions of this Section 3.1(b)2.1 (herein called an “Election”) issued and outstanding immediately prior (w) the number of shares of Bank Common Stock owned by such Holder with respect to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder Holder desires to have converted into make a Stock Election, (ix) the Cash Consideration (number of shares of Bank Common Stock owned by such Holder with respect to which such Holder desires to make a "Cash Election"), (iiy) the number of shares of Series A Preferred Stock Consideration (owned by such Holder with respect to which such Holder desires to make a "Stock Election") or , and (iiiz) the Mixed Consideration (a "Mixed Election"), or number of shares of Series A Preferred Stock owned by such Holder with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed Holder desires to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which make a Cash Election has been madeElection. (b) Elections pursuant to Section 3.2(a) Purchaser shall be made on the prepare a form of letter of transmittal and form of election (the "Letter of Transmittal and “Form of Election"”), which shall be mailed to the Bank’s shareholders so as to permit the Bank’s shareholders to exercise their right to make an Election prior to the Election Deadline. (c) to be provided by Purchaser shall make the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify initially available to the Bank’s shareholders at the time that delivery shall be effectedthe Proxy Statement is made available to the shareholders of the Bank, and risk of loss and title shall use all reasonable efforts to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent make available as promptly as possible a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter to any shareholder of Transmittal and the Bank who requests such Form of Election must following the initial mailing of the Forms of Election and prior to the Election Deadline. In no event shall the Form of Election be made available less than twenty (i20) days prior to the Election Deadline. (d) Any Election shall have been made properly completedonly if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company designated by Purchaser and reasonably acceptable to the Bank (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to the Bank’s shareholders and reasonably acceptable to the Bank, shall have received, by 5:00 p.m. local time in the city in which the principal office of such Exchange Agent is located, on the date of the Election Deadline, a Form of Election properly completed and signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Bank Stock Certificates representing the Shares as to which the election is being made (such Form of Election relates or by an appropriate customary guarantee of delivery of such Certificates by certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities DealersStates; provided, Inc., provided that such Certificates certificates are in fact delivered to the Paying Exchange Agent within eight Trading Days after by the date of execution of time required in such guarantee of delivery). The Company Failure to deliver shares of the Bank Common Stock or Series A Preferred Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall determinebe deemed to invalidate any otherwise properly made Election, unless otherwise determined by Purchaser, in its sole and absolute discretion. As used herein, which authority it may delegate in whole or in part “Election Deadline” means 5:00 p.m. on the date that is the day prior to the Paying Agent, whether any Letter date of Transmittal and Form of Election has been properly completed, signed and submitted or revokedthe Shareholder Meeting. The decision Bank and Purchaser shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Company Election Deadline not more than fifteen (or 15) business days before, and at least five (5) business days prior to, the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying AgentDeadline.

Election Procedures. Subject to the terms of the Exchange Agent Agreement, each Holder shall have the right, subject to the limitations set forth in this ARTICLE 3, to submit an election on or prior to the Election Deadline in accordance with the following procedures: (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled Holder may specify in a request made in accordance with the provisions of this Section 3.1(b)3.1 (herein called an “Election”) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (number of shares of FSB Common Stock owned by such Holder with respect to which such Holder desires to make a "Cash Stock Election"), (ii) the number of shares of FSB Common Stock Consideration (owned by such Holder with respect to which such Holder desires to make a "Stock Cash Election") , or (iii) the Mixed Consideration (a "Mixed Election"), or number of shares of FSB Common Stock owned by such Holder with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been madeHolder makes no election. (b) Elections pursuant ▇▇▇▇▇ shall prepare a form reasonably acceptable to Section 3.2(a) shall be made on the form of letter of transmittal and form of election FSB (the "Letter of Transmittal and “Form of Election"”) to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election which shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent. Elections shall be made by mailing ) so as to permit those Holders to exercise their right to make an Election prior to the Paying Election Deadline. (c) Prior to the Mailing Date, ▇▇▇▇▇ shall appoint an exchange agent reasonably acceptable to FSB (the “Exchange Agent”), for the purpose of receiving Elections and exchanging shares of FSB Common Stock represented by Certificates or Book Entry Shares for Merger Consideration, pursuant to an exchange agent agreement entered into prior to the Mailing Date (the “Exchange Agent a duly completed Letter of Transmittal and Agreement”). The Form of Election and instructions for use in accordance with Section 3.3(b)effecting the surrender of the Certificates or Book Entry Shares in exchange for the Merger Consideration shall be mailed no more than 40 Business Days and no less than 20 Business Days prior to the anticipated Closing Date or on such other date as ▇▇▇▇▇ and FSB shall mutually agree (the “Mailing Date”) to each Holder of record of a Certificate or Book Entry Shares. To be effectiveHolders who hold shares of FSB Common Stock as nominees, trustees or in other representative capacities may submit a Letter of Transmittal and Form of Election must be (i) properly completedfor each beneficial owner, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (or by an appropriate guarantee of delivery of provided, that each such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revokedcovers all the shares of FSB Common Stock held by each such representative for a particular beneficial owner. The decision Subject to the terms of the Company (or Exchange Agent Agreement, any Election shall have been made properly only if the Paying AgentExchange Agent shall have received, as by the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in Election Deadline, a Letter of Transmittal and Form of Election submitted to the Paying Agent.8

Election Procedures. (a) Each record holder of Shares record of shares of Company Common Stock (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)including Company Restricted Stock) issued and outstanding immediately prior to the Effective Time (a “Holder”) shall be entitled 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) Each Holder may specify in a request specifying made in accordance with the portion provisions of such record holder's Shares which such record holder desires to have converted into this ‎‎Section 3.3 (herein called an “Election”) (i) the Cash Consideration (number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a "Cash Election"), Stock Election and (ii) the number of shares of Company Common Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or owned by such Holder with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed Holder desires to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which make a Cash Election has been madeElection. (b) Elections pursuant Parent shall prepare a form reasonably acceptable to Section 3.2(a) shall be made on the form of letter of transmittal and form of election Company (the "Letter of Transmittal and “Form of Election"”), which shall be mailed by the Company to record holders of Company Common Stock so as to permit those holders to exercise their right to make an Election prior to the Election Deadline. (c) The Company shall mail or cause to be provided by mailed the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk to record holders of loss and title Common Stock as of the record date for the Company Stockholder Meeting not less than twenty (20) Business Days prior to the Certificates transmitted therewith anticipated Election Deadline and shall pass, only upon proper delivery of the Certificates use reasonable best efforts to the Paying Agent. Elections shall be made by mailing to the Paying Agent make available as promptly as possible a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(bto all persons who become holders of shares of Common Stock during the period following the record date for the Company Stockholder Meeting and prior to the Election Deadline. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”). To be effective, a Letter pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of Transmittal and the Form of Election must be (i) to Company stockholders, shall have received, by the Election Deadline, a Form of Election properly completed, completed and signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as 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 election is being made (books of the Company or by an appropriate customary guarantee of delivery of such Certificates by Certificates, as set forth in such Form of Election, from a commercial bank or trust company firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the United States or a member of a registered national security exchange or of the National Association of Securities DealersExchange Act); provided, Inc., provided that such Certificates are in fact delivered to the Paying Exchange Agent within eight Trading Days after by the date of execution of time required in such guarantee of delivery), and, in the case of Book-Entry Shares, any additional documents specified in the procedures set forth in the Form of Election. The Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall determinebe deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole and absolute discretion. As used herein, unless otherwise agreed in advance by the Company and Parent, “Election Deadline” means 5:00 p.m. local time (in the city in which authority it may delegate in whole or in part the principal office of the Exchange Agent is located) on the later of (i) the date immediately prior to the Paying Agent, whether any Letter of Transmittal Company Stockholder Meeting and Form of Election has been properly completed, signed (ii) the date that Parent and submitted or revokedthe Company shall agree is five (5) Business Days prior to the expected Closing Date. The decision Company and Parent shall cooperate to issue a press release reasonably satisfactory to each of them announcing the anticipated date of the Company Election Deadline not more than fifteen (or 15) Business Days before, and at least five (5) Business Days prior to, the Paying AgentElection Deadline. If the Closing is delayed to a subsequent date, as the case may be) in such matters Election Deadline shall be conclusive similarly delayed and binding. Neither the Company nor the Paying Agent will be under any obligation and Parent shall cooperate to notify any person of any defect in a Letter of Transmittal promptly publicly announce such rescheduled Election Deadline and Form of Election submitted to the Paying AgentClosing.

Election Procedures. Each holder of record of shares of NewDominion Common Stock, NewDominion Exercisable Options and NewDominion Restricted Stock Awards to be converted into the right to receive the Cash Consideration and/or the Stock Consideration in - 18 - accordance with, and subject to, Sections 2.7 and 2.9 (a “Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled Holder may specify in a request made in accordance with the provisions of this Section 3.1(b2.10 (herein called an “Election”)) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration number of shares of NewDominion Common Stock owned by such Holder (or subject to such NewDominion Exercisable Options and NewDominion Restricted Stock Awards) with respect to which such Holder desires to make a "Cash Election"), Stock Election and (ii) the number of shares of NewDominion Common Stock Consideration owned by such Holder (a "or subject to such NewDominion Exercisable Options and NewDominion Restricted Stock Election"Awards) or (iii) the Mixed Consideration (a "Mixed Election"), or with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed Holder desires to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which make a Cash Election has been madeElection. (b) Elections pursuant Parent shall prepare a form reasonably acceptable to Section 3.2(a) shall be made on the NewDominion, including appropriate and customary transmittal materials in such form of letter of transmittal as prepared by Parent and form of election reasonably acceptable to NewDominion (the "Letter of Transmittal and “Form of Election"”), so as to permit Holders to exercise their right to make an Election. (c) to be provided by Parent (i) shall initially make available and mail the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title not less than twenty (20) business days prior to the Certificates transmitted therewith shall pass, only upon proper delivery anticipated Election Deadline to Holders of record as of the Certificates business day prior to the Paying Agent. Elections shall be made by such mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effectivedate, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder, holder of NewDominion Exercisable Options or holder of NewDominion Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have 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 the any Certificates representing the Shares as all certificated shares to which the election is being made (such Form of Election relates or by an appropriate customary guarantee of delivery of such Certificates by Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States or a member of a registered national security exchange or States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the National Association Exchange Agent is located) on the date which the parties shall agree is as near as practicable to two (2) business days preceding the Closing Date. The Parties shall cooperate to issue a press release reasonably satisfactory to each of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after them announcing the date of execution of such guarantee of delivery). The Company shall determinethe Election Deadline not more than fifteen (15) business days before, in its sole and absolute discretionat least five (5) business days prior to, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying AgentDeadline.

Election Procedures. (a) Each 3.2.1 Holders of record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and Beacon Federal Common Stock may elect to receive shares of BHLB Common Stock or cash in exchange for their shares of Beacon Federal Common Stock. The total number of shares of Beacon Federal Common Stock to be cancelled in accordance with converted into Stock Consideration pursuant to this Section 3.1(b)3.2.1 shall be equal to the product obtained by multiplying (x) issued and the number of shares of Beacon Federal Common Stock outstanding immediately prior to the Effective Time by (y) 0.50 (the “Stock Conversion Number”). All other shares of Beacon Federal Common Stock shall be entitled converted into Cash Consideration. 3.2.2 An election form and other appropriate customary transmittal material in such form as BHLB and Beacon Federal shall mutually agree (“Election Form”) will be mailed no more than forty (40) business days and no less than twenty (20) business days prior to submit a request specifying the portion Election Deadline or on such earlier date as BHLB and Beacon Federal shall mutually agree (the “Mailing Date”) to each holder of record of Beacon Federal Common Stock permitting such record holder's Shares , subject to the allocation and election procedures set forth in this Section 3.2, (i) to specify the number of shares of Beacon Federal Common Stock owned by such holder with respect to which such record holder desires to have converted into (i) make a Cash Election in accordance with the Cash Consideration (a "Cash Election")provision of Section 3.1.4, (ii) to specify the number of shares of Beacon Federal Common Stock Consideration (owned by such holder with respect to which such holder desires to make a "Stock Election") , in accordance with the provision of Section 3.1.3, or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, cash or BHLB Common Stock Consideration or Mixed Consideration for such Shares shares. Holders of record of shares of Beacon Federal Common Stock who hold such shares as nominees, trustees or in other representative capacities (a "Non-Election")“Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of Beacon Federal Common Stock held by each Representative for a particular beneficial owner. Shares in Any shares of Beacon Federal Common Stock with respect to which the holder thereof shall not, as of which a Non-the Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent Deadline (as defined in Section 3.3(a3.2.3), have made an election by submission to the Exchange Agent of an effective, properly completed Election Form shall be deemed Non-Election Shares. Any 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 BHLB Common Stock. BHLB shall make available one or more Election Forms as may reasonably be requested in writing from time to time by all Persons who become holders (or beneficial owners) to holders of Beacon Federal Common Stock between the record of Shares, together with instructions date for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form initial mailing of Election shall specify that delivery shall be effectedForms and the close of business on the business day prior to the Election Deadline (as defined in Section 3.2.3), and risk of loss and title Beacon Federal shall provide to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates Exchange Agent all information reasonably necessary for it to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares perform as to which the election is being made (or by an appropriate guarantee of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Agentspecified herein.

Election Procedures. Each holder of record of shares of Seller Common Stock ("Holder") shall have the right, subject to the limitations set forth in this Article 3, to submit an election in accordance with the following procedures: (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled Holder may specify in a request made in accordance with the provisions of this Section 3.1(b)) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into 3.3 (i) the Cash Consideration (a herein called an "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iiix) the Mixed Consideration (a "Mixed Election"), or number of shares of Seller Common Stock owned by such Holder with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed Holder desires to have been made pursuant make a Stock Election and (y) the number of shares of Seller Common Stock owned by such Holder with respect to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed which such Holder desires to be Shares in respect of which make a Cash Election has been madeElection. (b) Elections pursuant Buyer shall prepare a form reasonably acceptable to Section 3.2(a) shall be made on the form of letter of transmittal and form of election Seller (the "Letter of Transmittal and Form of Election") which shall be mailed to be provided by Seller's shareholders entitled to vote at the Paying Agent Seller Shareholders' Meeting (as hereinafter defined) so as to permit Seller's shareholders to exercise their right to make an Election prior to the Election Deadline. (c) Buyer shall make the Form of Election initially available at the time that the Proxy Statement (as defined in Section 3.3(a)herein) is made available to holders the shareholders of record of SharesSeller, together with instructions for to such shareholders, and shall use in effecting the surrender of the Certificates for payment therefor, all reasonable efforts to make available as soon promptly as practicable following the Effective Time. The Letter of Transmittal and possible a Form of Election shall specify that delivery shall be effected, and risk to any shareholder of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Seller who requests such Form of Election in accordance with Section 3.3(b)following the initial mailing of the Forms of Election and prior to the Election Deadline. To be effective, a Letter of Transmittal and In no event shall the Form of Election must be made available less than twenty (i20) days prior to the Election Deadline. (d) Any Election shall have been made properly completedonly if the person authorized to receive Elections and to act as Exchange Agent under this Agreement shall have received, by 5:00 P.M. Eastern Time, on the date of the Election Deadline, a Form of Election properly completed and signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Seller Stock Certificates representing the Shares as to which the election is being made (such Form of Election relates or by an appropriate customary guarantee of delivery of such Certificates by certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities DealersStates; provided, Inc., provided that such Certificates certificates are in fact delivered to the Paying Exchange Agent within eight Trading Days after by the date of execution of time required in such guarantee of delivery). The Company Failure to deliver shares of Seller Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall determinebe deemed to invalidate any otherwise properly made Election, unless otherwise determined by Buyer, in its sole and absolute discretion. As used herein, which authority it may delegate in whole or in part "Election Deadline" means 5:00 p.m. Eastern Time on the date that is the day prior to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision date of the Company Seller Shareholders' Meeting. Seller and Buyer shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (or 15) business days before, and at least five (5) business days prior to, the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying AgentDeadline.

Election Procedures. (a) Each record holder Holders of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares of Bankshares Common Stock may elect to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately prior to receive either the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) Stock Consideration or the Cash Consideration (a "Cash Election"), (iiin either case without interest) in exchange for each share of Bankshares Common Stock owned by them in accordance with the procedures and subject to the limitations set forth in this Section 2.2. Shares of Bankshares Common Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been mademade are referred to herein as “Cash Election Shares.” Shares of Bankshares Common Stock as to which a Stock Election has been made are referred to as “Stock Election Shares.” Shares of Bankshares Common Stock as to which no election has been made (or as to which an Election Form is not returned properly completed) are referred to herein as “Non-Election Shares.” (b) Elections ▇▇▇▇▇▇▇ shall prepare a form (the “Election Form”) pursuant to Section 3.2(awhich each holder of Bankshares Common Stock may make an election (“Election”) shall be made on as to the form of letter consideration that they desire to receive for their Bankshares Common Stock in the Merger, which shall be, in form and substance, acceptable to both ▇▇▇▇▇▇▇ and Bankshares. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇ shall mutually determine the timing of transmittal the mailing of the Election Form to all Bankshares shareholders so as to permit Bankshares’ shareholders to exercise their right to make their election on or prior to the Election Deadline. “Election Deadline” means the date specified in the Election Form by ▇▇▇▇▇▇▇ (which date shall be mutually agreeable to Bankshares), as the last day on which Election Forms will be accepted; provided, however, that the Election Deadline may not occur on or after the Closing Date. The Election Form and form of election (related materials associated with making such Election shall be mailed, together with and on the "Letter of Transmittal and Form of Election") to be provided by same date, as the Paying Agent Proxy Statement/Prospectus (as defined in Section 3.3(a)herein) is mailed to stockholders of Bankshares (the “Mailing Date”) to holders each holder of record of Shares, together Bankshares Common Stock eligible to vote at the Bankshares Stockholders’ Meeting and the Election Form record date will be the same record date as those eligible to vote at the Bankshares Stockholders’ Meeting to approve the Agreement (the “Election Form Record Date”). Such materials associated with the Election Form will include appropriate and customary transmittal materials containing instructions for use in effecting with respect to the surrender of certificates representing shares of Bankshares Common Stock and the Certificates for payment thereforreceipt of the Merger Consideration contemplated by this Agreement and will require each holder of shares of Bankshares Common Stock to transfer good and marketable title to such shares of Bankshares Common Stock to ▇▇▇▇▇▇▇, as soon as practicable following the Effective Time. The Letter free and clear of Transmittal all liens, claims and Form of Election encumbrances (and which shall also specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the such Certificates to the Paying Exchange Agent), in such form as Bankshares and ▇▇▇▇▇▇▇ shall mutually agree (the “Letter of Transmittal”)). Elections Each Election Form shall be made by mailing permit such holder, subject to the Paying Agent a duly completed Letter allocation and election procedures set forth in this Section 2.2, (i) to elect to receive the Cash Consideration for some or all of Transmittal and Form the shares of Election Bankshares Common Stock held by such holder, in accordance with Section 3.3(b2.1(c)(1). To be effective, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and or (ii) accompanied to elect to receive the Stock Consideration for some or all of such shares, in accordance with Section 2.1(c)(2). A holder of record of shares of Bankshares Common Stock who holds such shares as nominee, trustee or in another representative capacity (a “Stockholder Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of Bankshares Common Stock held by the Certificates representing the Shares as such Stockholder Representative for a particular beneficial owner. Any shares of Bankshares Common Stock with respect to which the election is being made (or by an appropriate guarantee of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or holder thereof shall not, as of the National Association of Securities DealersElection Deadline, Inc., provided such Certificates are in fact delivered have made an election by submission to the Paying Exchange Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determinean effective, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and properly completed Election Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of deemed Non-Election submitted to the Paying AgentShares.

Election Procedures. Each holder of record of shares of FNB Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this ARTICLE II, to submit an election in accordance with the following procedures: (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled Holder may specify in a request made in accordance with the provisions of this Section 3.1(b)2.06 (each, an “Election”) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (number of shares of FNB Common Stock owned by such Holder with respect to which such Holder desires to make a "Cash Election"), Stock Election and (ii) the number of shares of FNB Common Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or owned by such Holder with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed Holder desires to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which make a Cash Election has been madeElection. (b) Elections pursuant As promptly as practicable after the FNB Meeting, assuming the Requisite FNB Shareholder Approval is obtained, but in any event no later than ten (10) Business Days prior to Section 3.2(a) shall be made on the form of letter of transmittal Effective Time, and form of election (the "Letter of Transmittal and Form of Election") provided that FNB has delivered, or caused to be provided by delivered, to the Paying Exchange Agent (all information that is necessary for the Exchange Agent to perform its obligations as defined specified herein, the Exchange Agent in Section 3.3(a)) accordance with the Exchange Agent Agreement shall mail or otherwise cause to holders be delivered to each holder of record of Shares, together with instructions for use in effecting the surrender a Certificate or Certificates who has not previously surrendered such Certificate or Certificates an Election Form and Letter of the Certificates for payment thereforTransmittal, as soon as practicable following the Effective Time. The Letter of Transmittal hereinafter defined, to include or be accompanied by appropriate and Form of Election customary transmittal materials, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent, as well as instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration as provided for in this Agreement (collectively, the “Election Form and Letter of Transmittal” or “Election Form”). Elections shall be made by mailing to the Paying Agent a duly completed The form of Election Form and Letter of Transmittal shall be agreed to between FNB and Buyer not later than the time of filing of the Registration Statement. Each Election Form and Letter of Election Transmittal shall permit such Holder, subject to the allocation and election procedures set forth in this Section 2.06, to (i) elect to receive the Cash Consideration for all of the shares of FNB Common Stock held by such Holder in accordance with Section 3.3(b2.01(c), (ii) elect to receive the Stock Consideration for all of such shares in accordance with Section 2.01(c), (iii) elect to receive the Stock Consideration for a specified number of whole shares of such Holder’s FNB Common Stock and the Cash Consideration for the remaining number of whole shares of such Holder’s FNB Common Stock or (iv) indicate that such Holder has no preference as to the receipt of cash or Buyer Common Stock for such shares (a “Non-Election”). A Holder who holds such shares as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Forms, provided, that each such Election Form covers all of the shares of FNB Common Stock held by such Representative for a particular beneficial owner. Any shares of FNB Common Stock with respect to which the Holder thereof has not, as of the Election Deadline, made an election by submission to the Exchange Agent of an effective, properly completed Election Form shall be deemed Non-Election Shares. (c) Notwithstanding any other provision in this Agreement to the contrary, a Holder who (i) makes a Stock Election that would result in such Holder receiving less than ten (10) whole shares of Buyer Common Stock, or (ii) would otherwise be allocated Stock Consideration consisting of less than ten (10) whole shares of Buyer Common Stock under this Section 2.06 as a result of a Non-Election or deemed Non-Election or (iii) would otherwise be allocated Stock Consideration consisting of less than ten (10) whole shares of Buyer Common Stock pursuant to the allocation and pro-ration provisions of Section 2.02, shall instead in any such case of (i), (ii) or (iii) above, be allocated Cash Consideration in respect of such shares of FNB Common Stock as if such Holder had made a valid Election to receive Cash Consideration in respect of such shares of FNB Common Stock. (d) To be effective, a Letter properly completed Election Form, accompanied by the Certificate(s) to which such Election Form relates, shall be submitted to the Exchange Agent no later than 5:00 p.m., Central time, on the date that Buyer and FNB agree is as near as practicable to five (5) Business Days before the anticipated Effective Time (or such other time and date as Buyer and FNB may mutually agree, and as to be set forth in the Election Form) (the “Election Deadline”). FNB shall provide to the Exchange Agent all information reasonably necessary for it to perform the duties as specified herein. An Election shall be deemed to have been properly made only if the Exchange Agent shall have duly received a properly completed Election Form, accompanied by the Certificate(s) to which such Election Form relates, by the Election Deadline, unless a Holder elects to make delivery of Transmittal the Certificate(s) pursuant to a guarantee of delivery as provided in the Election Form, in which case a properly completed Election Form shall be delivered to and received by the Exchange Agent by the Election Deadline, and the Certificates(s) shall be delivered pursuant to the guarantee of delivery as provided in the Election Form of no later than two (2) Business Days after the Election must be Deadline. If a Holder either (i) does not submit a properly completed, signed completed Election Form and submitted to the Paying Agent at its designated office and Certificate(s) in a timely fashion or (ii) accompanied revokes his, her or its Election Form before the Election Deadline (without later submitting a properly completed Election Form before the Election Deadline), the shares of FNB Common Stock held by such Holder shall be designated as Non-Election Shares. Any Holder may revoke or change his, her or its Election by written notice to the Exchange Agent only if such notice of revocation or change is duly received by the Certificates representing Exchange Agent before the Shares as Election Deadline. Subject to which the election is being made (or by an appropriate guarantee terms of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or this Agreement and of the National Association of Securities DealersElection Form, Inc.the Exchange Agent shall have sole authority to determine when any Election, provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole modification or revocation is received and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election such Election, modification or revocation has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Agentmade.

Election Procedures. (a) Each record holder of record of Paramount Shares (other than Dissenting Sharesa Specified Stockholder or an Equity Investor) to be converted into the right to receive the New Paramount Merger Consideration in accordance with, if anyand subject to, Section 2.1(a), Section 2.1(b) and this Section 2.2 (an “Electing Holder”) shall have the right, subject to the limitations set forth in this Section 2.2, to submit an election in accordance with the following procedures: (i) Each Electing Holder may specify in a request made in accordance with the provisions of this Section 2.2 (herein called an “Election”) (A) the number of Paramount Class A Shares and the number of Paramount Class B Shares owned by Textron such Electing Holder (which in each case shall be converted into New Paramount Class A Shares or New Paramount Class B Shares, as applicable, pursuant to the Pre-Closing Paramount Merger) with respect to which such Electing Holder desires to make a Class A Stock Election and shares a Class B Stock Election, respectively, and (B) the number of Paramount Class A Shares and Paramount Class B Shares owned by such Electing Holder (which in each case shall be converted into New Paramount Class A Shares or New Paramount Class B Shares, as applicable, pursuant to the Pre-Closing Paramount Merger) with respect to which such Electing Holder desires to make a Class A Cash Election and a Class B Cash Election, respectively. (ii) Paramount shall prepare a form of election reasonably acceptable to Skydance (including appropriate and customary transmittal materials in such form as prepared by Paramount and reasonably acceptable to Skydance) (the “Form of Election”), so as to permit Electing Holders to exercise their right to make an Election. Any Electing Holder that holds any Paramount Shares as nominee, as trustee or in other representative capacity (which in each case shall be cancelled in accordance with Section 3.1(b)converted into New Paramount Shares pursuant to the Pre-Closing Paramount Merger) issued may, through proper instructions and outstanding immediately documentation, submit a separate Form of Election prior to the Effective Time shall be entitled Election Deadline with respect to submit a request specifying the portion of each beneficial owner for whom such record holder's Shares which nominee, trustee or representative holds such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or Paramount Shares. (iii) Paramount and Skydance (A) shall initially make available and mail the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as Form of Election not less than 20 Business Days prior to the receipt anticipated Election Deadline to Electing Holders of Cash Considerationrecord as of the fifth Business Day prior to such mailing date, Stock Consideration or Mixed Consideration for and (B) following such mailing date, shall use reasonable best efforts to make available as promptly as practicable a Form of Election to any holder of Paramount Shares (a "Non-Election")other than the Specified Stockholders and the Equity Investors) who requests such Form of Election prior to the Election Deadline. Shares in respect of which a Non-The time period between such mailing date and the Election Deadline is made referred to herein as the “Election Period”. (including Shares in respect of which such an election is deemed to iv) Any Election shall have been made pursuant to this Section 3.2(a) properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and Section 3.1(g)) executed (collectively, "Non-Election Shares") shall be deemed to be Shares including duly executed transmittal materials included in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") and accompanied, as applicable, by Certificates representing all certificated shares (if any) to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and which such Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (relates or by an appropriate customary guarantee of delivery of such Certificates by Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States or a member of a registered national security exchange or States. As used herein, unless otherwise agreed in advance by Skydance and Paramount, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered Exchange Agent is located) on the date that is five (5) Business Days prior to the Paying Agent within eight Trading Days after Parties’ good faith estimate of the Closing Date or such other date as may be mutually agreed to by the Parties. Skydance and Paramount shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part the Election Deadline at least three (3) Business Days prior to the Paying AgentElection Deadline. If the Closing Date is delayed to a subsequent date, whether any Letter of Transmittal and Form of the Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters Deadline shall be conclusive similarly delayed to a subsequent date, and binding. Neither Skydance and Paramount shall promptly announce any such delay and, when determined, the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of rescheduled Election submitted to the Paying AgentDeadline.

Election Procedures. Each holder of record of shares of Republic Common Stock ("Holder") shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled Holder may specify in a request made in accordance with the provisions of this Section 3.1(b)2.1 (herein called an "Election") issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (number of shares of Republic Common Stock owned by such Holder with respect to which such Holder desires to make a "Cash Election"), Stock Election and (ii) the number of shares of Republic Common Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or owned by such Holder with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed Holder desires to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which make a Cash Election has been madeElection. (b) Elections pursuant Citizens shall prepare a form reasonably acceptable to Section 3.2(a) shall be made on the form of letter of transmittal and form of election Republic (the "Letter of Transmittal and Form of Election") which shall be mailed to be provided by the Paying Agent (as defined in Section 3.3(a)) to record holders of record of Shares, together with instructions for use in effecting Republic Common Stock so as to permit those holders to exercise their right to make an Election prior to the surrender of Election Deadline. (c) Citizens shall make the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title initially available not less than twenty (20) Business Days prior to the Certificates transmitted therewith anticipated Election Deadline and shall pass, only upon proper delivery of the Certificates use all reasonable efforts to the Paying Agent. Elections shall be made by mailing to the Paying Agent make available as promptly as possible a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter to any shareholder of Transmittal and Republic who requests such Form of Election must following the initial mailing of the Forms of Election and prior to the Election Deadline. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Citizens and reasonably acceptable to Republic (ithe "Exchange Agent"), pursuant to an agreement (the "Exchange Agent Agreement") entered into prior to the mailing of the Form of Election to Republic shareholders, shall have received, by the Election Deadline, a Form of Election properly completed, completed and signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (such Form of Election relates or by an appropriate customary guarantee of delivery of such Certificates by certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities DealersStates; provided, Inc., provided that such Certificates are in fact delivered to the Paying Exchange Agent within eight Trading Days after by the date of execution of time required in such guarantee of delivery). The Company Failure to deliver shares of Republic Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall determinebe deemed to invalidate any otherwise properly made Election, unless otherwise determined by Citizens, in its sole discretion and absolute discretionany shares of Republic Common Stock held by such Holder shall be deemed Non-Election Shares. As used herein, unless otherwise agreed in advance by the parties, "Election Deadline" means 5:00 p.m. local time (in the city in which authority it may delegate in whole or in part the principal office of the Exchange Agent is located) on the day prior to the Paying Agent, whether any Letter Republic Shareholders' Meeting or such other time and date as Citizens and Republic may mutually agree. Republic and Citizens shall cooperate to issue a press release reasonably satisfactory to each of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision them announcing the date of the Company Election Deadline not more than fifteen (or 15) Business Days before, and at least five (5) Business Days prior to, the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying AgentDeadline.

Election Procedures. (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and record of shares to be cancelled in accordance with Section 3.1(b)) of RockTenn Common Stock issued and outstanding immediately prior to the Effective Time Election Deadline (a “Holder”) shall be entitled 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) Each Holder may specify in a request specifying made in accordance with the portion provisions of such record holder's Shares which such record holder desires to have converted into this Section 3.3 (an “Election”) (i) the Cash Consideration (number of shares of RockTenn Common Stock owned by such Holder with respect to which such Holder desires to make a "Cash Stock Election"), (ii) the number of shares of RockTenn Common Stock Consideration (owned by such Holder with respect to which such Holder desires to make a "Stock Election") or Cash Election and (iii) the Mixed Consideration (a "Mixed Election")particular shares for which the Holder desires to make either such election, or to indicate that and the order in which either such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant apply to this any such shares if the election is subject to proration under Section 3.2(a) and Section 3.1(g)) (collectively, "Non-3.4. Any Holder who wishes to make an Election Shares") shall be deemed required to be Shares waive all dissenters’ rights in respect of which a Cash Election has been madeconnection with making such Election. (b) Elections pursuant TopCo shall, and RockTenn shall cause TopCo to, prepare a form reasonably acceptable to Section 3.2(a) shall be made on the form of letter of transmittal and form of election MWV (the "Letter of Transmittal and “Form of Election"”), which shall be mailed by TopCo to record holders of RockTenn Common Stock so as to permit those Holders to exercise their right to make an Election prior to the Election Deadline. (c) TopCo shall, and RockTenn shall cause TopCo to, mail or cause to be provided mailed or delivered, as applicable, the Form of Election to record holders of RockTenn Common Stock as of the record date for the RockTenn Shareholders Meeting not less than 20 business days prior to the anticipated Election Deadline. TopCo shall, and RockTenn shall cause TopCo to, make available one or more Forms of Election as may reasonably be requested from time to time by the Paying Agent (as defined in Section 3.3(a)) to all persons who become holders of record of Shares, together with instructions for use in effecting RockTenn Common Stock during the surrender of the Certificates for payment therefor, as soon as practicable period following the Effective Time. The Letter of Transmittal record date for the RockTenn Shareholders Meeting and prior to the Election Deadline. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, by the Election Deadline, a Form of Election shall specify that delivery shall be effected, properly completed and risk of loss signed and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the accompanied by RockTenn Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and which such Form of Election relates, duly endorsed in accordance with Section 3.3(b). To be effective, a Letter blank or otherwise in form acceptable for transfer on the books of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (RockTenn or by an appropriate customary guarantee of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying AgentRockTenn Certificates, as the case may be) set forth in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Agent.such

Election Procedures. (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and record of shares of Company Common Stock to be cancelled converted into the right to receive the Merger Consideration in accordance with, and subject to, Section 2.1 (a “Holder”) shall have the right, subject to the limitations set forth in this Section 2.2, to submit an election in accordance with Section 3.1(b)) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been madefollowing procedures. (b) Elections pursuant to Section 3.2(a) shall be Each Holder may specify in a request made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with the provisions of this Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be 2.2 (herein called an “Election”) (i) properly completed, signed and submitted the number of shares of Company Common Stock owned by such Holder with respect to the Paying Agent at its designated office 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. (c) Parent shall prepare a form reasonably acceptable to the Company, including appropriate and customary transmittal materials in such form as prepared by Parent and reasonably acceptable to the Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election. (d) Parent (i) shall initially make available and mail the Form of Election not less than twenty (20) business days prior to the anticipated Election Deadline to Holders of record as of the business day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (e) Any Election shall have been made properly only if the Exchange Agent shall have 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 the any Old Certificates representing the Shares as all certificated shares to which the election is being made (such Form of Election relates or by an appropriate customary guarantee of delivery of such Certificates by Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States or a member of a registered national security exchange or States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the National Association Exchange Agent is located) on the date which the parties shall agree is as near as practicable to two (2) business days preceding the Closing Date. The Company and Parent shall cooperate to issue a press release reasonably satisfactory to each of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after them announcing the date of execution of such guarantee of delivery). The Company shall determinethe Election Deadline not more than fifteen (15) business days before, in its sole and absolute discretionat least five (5) business days prior to, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying AgentDeadline.

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) Each record holder in exchange for their shares of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled WCBI Common Stock in accordance with the following procedures, provided that, in the aggregate, and subject to the provisions of Section 3.1(b)) 3.2.6, 50% of the total number of shares of WCBI Common Stock issued and outstanding immediately prior 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 entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the deemed Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. 3.2.2. An election form and other appropriate and customary transmittal materials (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election which shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the such Certificates to the Paying Exchange Agent. Elections ), in such form as WCBI and PBI shall mutually agree ("Election Form"), shall be made by mailing mailed no more than 40 business days and no less than 20 business days prior to the Paying Agent anticipated Effective Time or on such earlier date as PBI and WCBI shall mutually agree (the "Mailing Date") to each holder of record of WCBI Common Stock as of five business days prior to the Mailing Date (the "Election Form Record Date"). Each Election Form shall permit such holder, subject to the allocation and election procedures set forth in this Section 3.2, (i) to elect to receive the Cash Consideration for all of the shares of WCBI Common Stock held by such holder (a duly completed Letter of Transmittal and Form of Election "Cash Election"), in accordance with Section 3.3(b3.1.3, (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"). A holder of 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 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 Letter properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City time, on the 25th day following the Mailing Date (or such other time and date as PBI and WCBI may mutually agree) (the "Election Deadline"); provided, however, that the Election Deadline may not occur on or after the Closing Date. WCBI shall make available up to two separate Election Forms, or such additional Election Forms as PBI may permit, to all persons who become holders (or beneficial owners) of Transmittal WCBI Common Stock between the Election Form Record Date and the close of business on the business day prior to the Election Deadline. WCBI shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be 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 must be Form, together with duly executed transmittal materials included with the Election Form. If an WCBI stockholder either (i) does not submit a properly completed, signed and submitted to the Paying Agent at its designated office and completed Election Form in a timely fashion or (ii) accompanied 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 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. PBI shall cause the Certificate or Certificates representing relating to any revoked Election Form to be promptly returned without charge to the Shares as person submitting the Election Form to which the election is being made (or by an appropriate guarantee Exchange Agent. Subject to the terms of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or this Agreement and of the National Association of Securities DealersElection Form, Inc.the Exchange Agent shall have discretion to determine when any election, provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole modification or revocation is received and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election such election, modification or revocation has been properly completedmade. 3.2.4. If the Stock Election Number exceeds the Stock Conversion Number, signed then all Cash Election Shares and submitted 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 Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder's Stock Election Shares being converted into the right to receive the Cash Consideration. 3.2.5. If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the "Shortfall Number"), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or revokedequal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 3.2.7 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder (rounded to the nearest whole share) equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with 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. The decision Notwithstanding anything in this Article III to the contrary, the number 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 Company 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 Paying Agentextent such amount is treated as other property or money received in the exchange for purposes of Code Section 356, as or would be so treated if the case may beWCBI 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 3.2.6 results in the number of shares of WCBI Common Stock to be converted into the right to receive the Stock Consideration in the Merger being increased, the number of such matters shall shares to be conclusive and binding. Neither converted into the Company nor right to receive the Paying Agent Cash Consideration will be under any obligation decreased by an equal number of shares. Notwithstanding the foregoing, PBI shall not be obligated to notify any person issue more than 7,910,000 shares of any defect in a Letter of Transmittal and Form of Election submitted to the Paying AgentPBI Common Stock as Merger Consideration.

Election Procedures. (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) record of a Company Common Share or Company Warrant issued and outstanding immediately prior to the Effective Time Election Deadline (a “Company Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election on or prior to the Election Deadline in accordance with the following procedures: (a) Parent shall prepare a form reasonably acceptable to the Company (the “Form of Election”), which shall be entitled mailed by Parent to submit record holders of Company Common Shares and Company Warrants so as to permit the Company Holders to exercise their right to make an Election prior to the Election Deadline. For the avoidance of doubt, a request specifying the portion holder of such record holder's Shares which such record holder desires to have converted into a Company Warrant may only make one type of Election (i) the Cash Consideration (i.e., a "Share Election, Mixed Election or Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been madeCompany Warrant. (b) Elections pursuant to Section 3.2(a) shall be made Each Company Holder may specify on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with the provisions of this Section 3.3(b3.4 and the instructions on such form (an “Election”). To be effective, (i) the number of Company Common Shares with respect to which such Company Holder desires to make a Share Election, (ii) the number of Company Common Shares with respect to which such Company Holder desires to make a Mixed Election, (iii) the number of Company Common Shares with respect to which such Company Holder desires to make a Cash Election and (iv) with respect to each Company Warrant held by such Company Holder, whether such Company Holder desires to make a Share Election, a Letter Mixed Election or a Cash Election with respect to such Company Warrant. Any holder of Transmittal and Company Common Shares who makes an Election shall be required to waive all appraisal rights in connection with the Company Common Shares subject to such Election. (c) Parent shall mail or cause to be mailed or delivered, as applicable, the Form of Election must to the holders of the Company Warrants and to record holders of Company Common Shares as of the record date for the Company Meeting not less than 20 Business Days prior to the anticipated Election Deadline. Parent shall make available one or more Forms of Election as may reasonably be requested from time to time by all persons who become holders of record of Company Common Shares or Company Warrants during the period following the record date for the Company Meeting and prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent to perform as specified herein. (id) Any Election shall have been made properly completedonly if the Exchange Agent shall have received, prior to the Election Deadline, a Form of Election properly completed and signed and submitted to the Paying Agent at its designated office and (ii) accompanied by Certificates (or affidavits of loss in lieu of the Certificates representing Certificates), if any, for the Company Common Shares as to which such Form of Election relates, or the election is being made (Company Warrants to which such Form of Election relates, as the case may be, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company or by an appropriate customary guarantee of delivery of such Certificates by or Company Warrants, as applicable, as set forth in such Form of Election, from a commercial bank or trust company firm that is an eligible guarantor institution (as defined in Rule 17Ad-15 under the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., Exchange Act); provided that such Certificates or Company Warrants, as applicable, are in fact delivered to the Paying Exchange Agent within eight Trading Days after by the date of execution of time required in such guarantee of delivery), and, in the case of Company Common Shares in book-entry form, any additional documents specified in the procedures set forth in the Form of Election. The Failure to deliver Company Common Shares or Company Warrants, as applicable, covered by such a guarantee of delivery within the time set forth on such guarantee shall determinebe deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole and absolute discretion. As used herein, unless otherwise jointly agreed in advance by the Company and Parent, “Election Deadline” means 5:00 p.m. local time (in the city in which authority it may delegate the principal office of the Exchange Agent is located) on a date mutually agreed by the Company and Parent but which in whole or in part no event shall be less than one (1) day prior to the Paying Agentanticipated Closing Date. Parent and the Company 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, whether and at least five Business Days prior to, the anticipated date of the Election Deadline. Without limiting the other provisions set forth in this Section 3.4, any Letter of Transmittal and Company Common Shares or Company Warrants with respect to which the Exchange Agent has not received an effective, properly completed Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted prior to the Paying AgentElection Deadline (other than any Company Common Shares that constitute Dissenting Shares as of such time) shall also be deemed to be Non-Election Shares.

Election Procedures. (a) Each record holder (as of Shares (other than Dissenting Sharesthe record date determined by Lexington) of shares of Lexington Common Stock shall have the right to elect in writing to have all of his shares of Lexington Common Stock converted into cash or Buyer Common Stock, if anyas the case may be, Shares owned by Textron and shares subject to be cancelled Section 2.1(j), in accordance with Section 3.1(b)the following procedures: (1) issued and outstanding immediately At least thirty days prior to the Effective Time Closing Date, a letter of transmittal and election statement (an "Election Statement") providing for the right to elect to receive cash or Buyer Common Stock and for the tender to the Exchange Agent of the Certificates representing Lexington Common Stock shall be entitled mailed to submit all record holders of Lexington Common Stock at their respective addresses shown in Lexington's stock transfer records. (2) Any record holder of Lexington Common Stock may specify, in an Election Statement meeting the requirements of this Section 2.1(i), that, as to all shares of Lexington Common Stock covered by such Election Statement: (A) all such shares shall be converted into Cash Consideration and Share Consideration in the proportions set forth in Section 2.1(a); provided, however, that such election shall be subject to a request specifying the determination by Buyer in certain events under Section 2.1(b) to convert to cash a portion of such record holder's Shares which such record holder desires to have converted into the Merger Consideration that would otherwise be Buyer Common Stock; or (iB) the Cash Consideration payable for all such shares be converted to shares of Buyer Common Stock, in which case such holder shall receive no cash and shall receive additional shares of Buyer Common Stock equal to .50 multiplied by the Share Consideration for each issued and outstanding share of Lexington Common Stock held; provided, however, that such election shall be subject to a determination by Buyer in certain events under Section 2.1(b) to convert to cash a portion of the Merger Consideration that would otherwise be Buyer Common Stock; or (a "Cash Election"), (iiC) the Stock Share Consideration payable for all such shares be converted into cash, in which case such holder shall receive no Share Consideration and shall receive additional cash equal to the Share Consideration multiplied by Buyer's Average Share Price. (a "Stock Election"3) or Notwithstanding anything to the contrary set forth above: (iiiA) the Mixed Consideration (a "Mixed Election"), or to indicate that such Any record holder of Lexington Common Stock who is holding such shares for a beneficial owner or as a nominee for one or more beneficial owners may submit an Election Statement on behalf of any such beneficial owner. Any beneficial owner of Lexington Common Stock on whose behalf a record owner of Lexington Common Stock has submitted an Election Statement in accordance with this Section 2.1(i) will be considered a separate holder of Lexington Common Stock for purposes of this Agreement. (B) Any holder of Lexington Common Stock who may be considered, by reason of the ownership attribution rules contained in Section 318 of the Internal Revenue Code of 1986, as amended, to own constructively shares of Lexington Common Stock in addition to those actually owned by such holder may submit an Election Statement jointly with one or more of such persons whose shares of Lexington Common Stock such holder may be considered to own constructively, and any such joint Election Statement shall for purposes of this Section 2.1(i) be considered to be a single Election Statement. (4) An Election Statement will be effective only if a properly completed and signed copy thereof, accompanied by Certificates for the shares of Lexington Common Stock which such Election Statement covers, shall have been actually received by the Exchange Agent no preference later than one business day before the day of the meeting of the Lexington stockholders to vote upon this agreement (such day being referred to herein as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-ElectionElection Deadline"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery Delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith Certificate shall pass, only upon proper delivery of an Election Statement which meets the Certificates requirements of this Section 2.1(i) is hereinafter referred to as an "Effective Election Statement." (5) Any record holder of Lexington Common Stock who has submitted an Effective Election Statement may at any time until the Election Deadline amend such Election Statement if the Exchange Agent actually receives, no later than the Election Deadline, a later dated, properly completed and signed amended Effective Election Statement. (6) Any record holder of Lexington Common Stock may at any time prior to the Paying AgentElection Deadline revoke his Election Statement and withdraw certificates for shares of Lexington Common Stock deposited therewith by written notice actually received by the Exchange Agent no later than the Election Deadline. Elections Any Election Statement relating to shares of Lexington Common Stock which are or become Dissenting Shares (as defined in Section 2.1(k) hereof) shall be made by mailing deemed automatically revoked. Any notice of withdrawal shall be effective only if it is properly executed and specifies the record holder of the shares to be withdrawn and the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by Certificate numbers shown on the Certificates representing the Shares as shares to be withdrawn. (7) Lexington and Buyer shall have the right to make rules, not inconsistent with the terms of this Agreement, governing the form, terms and conditions of the Election Statements, the validity and effectiveness of Election Statements and the manner and extent to which they are to be taken into account in making the election determinations prescribed by Section 2.1(k) hereof. In the event this Agreement is being made (or by an appropriate guarantee of delivery of such terminated, the Exchange Agent shall promptly return any Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered received to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Agentrespective record holders.

Election Procedures. (a) Each record holder of Shares An election form and other appropriate and customary transmittal materials (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the such Certificates to a bank or trust company designated by Buyer and reasonably satisfactory to the Paying Company (the “Exchange Agent. Elections ”)) in such form as the Company and Buyer shall mutually agree (the “Election Form”), shall be made by mailing mailed no later than fifteen (15) Business Days prior to the Paying Agent anticipated Election Deadline (the “Mailing Date”) to each holder of record of Company Common Stock. Each Election Form shall permit the holder of record of Company Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to (i) elect to receive the Cash Consideration for all or a duly portion of such holder’s shares (a “Cash Election”), (ii) elect to receive the Stock Consideration for all or a portion of such holder’s shares (a “Stock Election”), or (iii) make no election with respect to the receipt of the Cash Consideration or the Stock Consideration (a “Non-Election”); provided that, notwithstanding any other provision of this Agreement, sixty percent (60%) of the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, excluding any Treasury Stock (the “Stock Conversion Number”), shall be converted into the Stock Consideration and forty percent (40%) of such shares of Company Common Stock shall be converted into the Cash Consideration. A record holder acting in different capacities or acting on behalf of other Persons (as defined in Section 9.2(a)) in any way will be entitled to submit an Election Form for each capacity in which such record holder so acts with respect to each Person for which it so acts. Shares of Company Common Stock as to which a Cash Election has been made are referred to herein as “Cash Election Shares.” Shares of Company Common Stock as to which a Stock Election has been made are referred to herein as “Stock Election Shares.” Shares of Company Common Stock as to which no election has been made (or as to which an Election Form is not properly completed Letter and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of Transmittal and Form shares of Company Common Stock with respect to which a Stock Election in accordance with Section 3.3(b). has been made is referred to herein as the “Stock Election Number.” (b) To be effective, a Letter of Transmittal and properly completed Election Form of Election must shall be (i) properly completed, signed and submitted to the Paying Exchange Agent at its designated office and on or before 5:00 p.m., New York City time, on a date no later than the 5th Business Day prior to the Closing Date to be mutually agreed upon by the parties (iiwhich date shall be publicly announced by Buyer as soon as practicable prior to such date) (the “Election Deadline”), accompanied by the Certificates representing the Shares as to which the election such Election Form is being made (or by an appropriate guarantee of delivery of such Certificates by Certificates, as set forth in the Election Form, from a member of any registered national securities exchange or a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., (provided that such Certificates are in fact delivered to the Paying Exchange Agent within eight Trading Days after by the date of execution of time required in such guarantee of delivery). The ; failure to deliver shares of Company Common Stock covered by such guarantee of delivery within the time set forth on such guarantee shall determinebe deemed to invalidate any otherwise properly made election, unless otherwise determined by Buyer, in its sole and absolute discretion). For shares of Company Common Stock held in book entry form, Buyer shall establish procedures for delivery of such shares, which authority it may delegate in whole or in part procedures shall be reasonably acceptable to the Paying AgentCompany. If a holder of Company Common Stock either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes the holder’s Election Form prior to the Election Deadline (without later submitting a properly completed Election Form prior to the Election Deadline), the shares of Company Common Stock held by such holder shall be designated Non-Election Shares. In addition, all Election Forms shall automatically be revoked, and all Certificates returned, if the Exchange Agent is notified in writing by Buyer and the Company that this Agreement has been terminated. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any Letter of Transmittal and Form of Election election, revocation or change has been properly completedor timely made and to disregard immaterial defects in any Election Form, signed and submitted or revoked. The decision any good faith decisions of the Company (or the Paying Agent, as the case may be) in Exchange Agent regarding such matters shall be conclusive binding and bindingconclusive. Neither the Company Buyer nor the Paying Exchange Agent will shall be under any obligation to notify any person Person of any defect in a Letter an Election Form. (c) The allocation among the holders of Transmittal shares of Company Common Stock of rights to receive the Cash Consideration and Form the Stock Consideration will be made as follows: (i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and, subject to Section 2.3 hereof, each holder of Stock Election submitted 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 Paying Agentproduct obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; (ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.3 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 2.3 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.

Election Procedures. (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and record of shares of Company Common Stock to be cancelled converted into the right to receive the Merger Consideration in accordance with, and subject to, Section 3.3 and this Section 3.4 (a “Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election in accordance with the following procedures: (i) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1(b3.4(b) (herein called an “Election”) (A) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and (B) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (ii) Parent shall prepare a form reasonably acceptable to the Company, including appropriate and customary transmittal materials in such form as prepared by Parent and reasonably acceptable to the Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election. (iii) issued Parent and outstanding immediately the Company (A) shall initially make available and mail the Form of Election not less than 20 business days prior to the Effective Time anticipated Election Deadline to Holders of record as of the fifth business day prior to such mailing date, and (B) following such mailing date, shall be entitled use all reasonable efforts to submit make available as promptly as possible a request specifying the portion Form of Election to any stockholder who requests such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as Form of Election prior to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for Election Deadline. The time period between such Shares mailing date and the Election Deadline is referred to herein as the “Election Period.” (a "Non-Election"). Shares in respect of which a Non-iv) Any Election is made (including Shares in respect of which such an election is deemed to shall have been made pursuant to this Section 3.2(a) properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and Section 3.1(g)) executed (collectively, "Non-Election Shares") shall be deemed to be Shares including duly executed transmittal materials included in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") and accompanied by any Certificates representing all certificated shares to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and which such Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (relates or by an appropriate customary guarantee of delivery of such Certificates by Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States or a member of a registered national security exchange or States. As used herein, unless otherwise agreed in advance by the Parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the National Association Exchange Agent is located) on the date that is five business days prior to Parent’s good faith estimate of Securities Dealers, Inc., provided the Closing Date or such Certificates are in fact delivered other date as may be mutually agreed to by the Paying Agent within eight Trading Days after Parties. The Company and Parent shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part the Election Deadline at least three business days prior to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying AgentDeadline.

Election Procedures. (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) record of a Public Common Unit issued and outstanding immediately prior to the Effective Time Election Deadline (a “Partnership Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an Election on or prior to the Election Deadline in accordance with the following procedures: (a) Parent shall prepare a form reasonably acceptable to the Partnership (the “Form of Election”), which shall be entitled mailed or caused to submit a request specifying the portion be mailed or delivered by Parent to record holders of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference Public Common Units so as to permit the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Partnership Holders to exercise their right to make an Election is made (including Shares in respect of which such an election is deemed prior to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-the Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been madeDeadline. (b) Elections pursuant to Section 3.2(a) shall be made Each Partnership Holder may specify on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with the provisions of this Section 3.3(b3.4 and the instructions on such form (an “Election”). To , (i) the number of Public Common Units with respect to which such Partnership Holder desires to make a Share Election, (ii) the number of Public Common Units with respect to which such Partnership Holder desires to make a Mixed Election and (iii) the number of Public Common Units with respect to which such Partnership Holder desires to make a Cash Election. (c) Not less than 20 Business Days prior to the anticipated Election Deadline (the “Mailing Date”), Parent shall mail or cause to be effectivemailed or delivered, a Letter of Transmittal and as applicable, the Form of Election must to record holders of Public Common Units as of a record date that is five Business Days prior to the Mailing Date or such other date as mutually agreed to by Parent and the Partnership. Parent shall make available one or more Forms of Election as may reasonably be requested from time to time by all Persons who become holders of record of Public Common Units during the period following the record date for the Partnership Unitholder Meeting and prior to the Election Deadline, and the Partnership shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent to perform as specified herein. (id) Any Election shall have been made properly completedonly if the Exchange Agent shall have received, prior to the Election Deadline, a Form of Election properly completed and signed and submitted to the Paying Agent at its designated office and (ii) accompanied by Certificates (or affidavits of loss in lieu of the Certificates representing Certificates), if any, for the Shares as Public Common Units to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the election is being made (books of the Partnership or by an appropriate customary guarantee of delivery of such Certificates by a commercial bank or trust company as set forth in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completedElection, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Agent.from a

Election Procedures. (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and record of shares of Company Common Stock to be cancelled converted into the right to receive the Merger Consideration in accordance with, and subject to, Section 2.1(b) and Section 2.2(a) (a “Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (i) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1(b2.2(b) (herein called an “Election”) (A) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and (B) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (ii) Parent shall prepare a form reasonably acceptable to the Company, including appropriate and customary transmittal materials in such form as prepared by Parent and reasonably acceptable to the Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election. (iii) issued Parent (A) shall initially make available and outstanding immediately mail the Form of Election not less than 20 Business Days prior to the Effective Time anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (B) following such mailing date, shall be entitled use all reasonable efforts to submit make available as promptly as possible a request specifying the portion Form of Election to any stockholder who requests such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as Form of Election prior to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for Election Deadline. The time period between such Shares mailing date and the Election Deadline is referred to herein as the “Election Period”. (a "Non-Election"). Shares in respect of which a Non-iv) Any Election is made (including Shares in respect of which such an election is deemed to shall have been made pursuant to this Section 3.2(a) properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and Section 3.1(g)) executed (collectively, "Non-Election Shares") shall be deemed to be Shares including duly executed transmittal materials included in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") and accompanied by any Certificates representing all certificated shares to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and which such Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (relates or by an appropriate customary guarantee of delivery of such Certificates by Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States or a member of a registered national security exchange or of States. As used herein, unless otherwise agreed in advance by the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Agent.Parties,

Election Procedures. (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) record of a Company Common Share or Company Warrant issued and outstanding immediately prior to the Effective Time Election Deadline (a “Company Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election on or prior to the Election Deadline in accordance with the following procedures: (a) Parent shall prepare a form reasonably acceptable to the Company (the “Form of Election”), which shall be entitled mailed by Parent to submit record holders of Company Common Shares and Company Warrants so as to permit the Company Holders to exercise their right to make an Election prior to the Election Deadline. For the avoidance of doubt, a request specifying the portion holder of such record holder's Shares which such record holder desires to have converted into a Company Warrant may only make one type of Election (i) the Cash Consideration (i.e., a "Share Election, Mixed Election or Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been madeCompany Warrant. (b) Elections pursuant to Section 3.2(a) shall be made Each Company Holder may specify on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with the provisions of this Section 3.3(b3.4 and the instructions on such form (an “Election”). To be effective, (i) the number of Company Common Shares with respect to which such Company Holder desires to make a Share Election, (ii) the number of Company Common Shares with respect to which such Company Holder desires to make a Mixed Election, (iii) the number of Company Common Shares with respect to which such Company Holder desires to make a Cash Election and (iv) with respect to each Company Warrant held by such Company Holder, whether such Company Holder desires to make a Share Election, a Letter Mixed Election or a Cash Election with respect to such Company Warrant. Any holder of Transmittal and Company Common Shares who makes an Election shall be required to waive all appraisal rights in connection with the Company Common Shares subject to such Election. (c) Parent shall mail or cause to be mailed or delivered, as applicable, the Form of Election must to the holders of the Company Warrants and to record holders of Company Common Shares as of the record date for the Company Meeting not less than 20 Business Days prior to the anticipated Election Deadline. Parent shall make available one or more Forms of Election as may reasonably be requested from time to time by all persons who become holders of record of Company Common Shares or Company Warrants during the period following the record date for the Company Meeting and prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent to perform as specified herein. (id) Any Election shall have been made properly completedonly if the Exchange Agent shall have received, prior to the Election Deadline, a Form of Election properly completed and signed and submitted to the Paying Agent at its designated office and (ii) accompanied by Certificates (or affidavits of loss in lieu of the Certificates representing Certificates), if any, for the Company Common Shares as to which such Form of Election relates, or the election is being made (Company Warrants to which such Form of Election relates, as the case may be, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company or by an appropriate customary guarantee of delivery of such Certificates by or Company Warrants, as applicable, as set forth in such Form of Election, from a commercial bank or trust company firm that is an eligible guarantor institution (as defined in Rule 17Ad-15 under the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., Exchange Act); provided that such Certificates or Company Warrants, as applicable, are in fact delivered to the Paying Exchange Agent within eight Trading Days after by the date of execution of time required in such guarantee of delivery), and, in the case of Company Common Shares in book-entry form, any additional documents specified in the procedures set forth in the Form of Election. The Failure to deliver Company Common Shares or Company Warrants, as applicable, covered by such a guarantee of delivery within the time set forth on such guarantee shall determinebe deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole and absolute discretion. As used herein, unless otherwise jointly agreed in advance by the Company and Parent, “Election Deadline” means 5:00 p.m. local time (in the city in which authority it may delegate the principal office of the Exchange Agent is located) on a date mutually agreed by the Company and Parent but which in whole or in part no event shall be less than one (1) day prior to the Paying Agentanticipated Closing Date. Parent and the Company 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, whether and at least five Business Days prior to, the anticipated date of the Election Deadline. Without limiting the other provisions set forth in this Section 3.4, any Letter of Transmittal and Company Common Shares or Company Warrants with respect to which the Exchange Agent has not received an effective, properly completed Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted prior to the Paying AgentElection Deadline (other than any Company Common Shares that constitute Dissenting Shares as of such time) shall also be deemed to be Non-Election Shares.

Election Procedures. (a) Each record An election form, in such form as SmartFinancial and Bancshares shall mutually agree (the “Election Form”), shall be mailed or delivered by Bancshares no later than the Mailing Date to each holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and record of shares to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately prior to of Bancshares Class A Stock as of the Effective Time shall be record date for determining Bancshares shareholders entitled to submit a request specifying notice of and to vote on this Agreement at the portion Bancshares Meeting (the “Record Date”). Additionally, Bancshares shall make Election Forms available, upon request, to all Persons who become holders of Bancshares Class A Stock after the Record Date. (b) The Election Form shall entitle each holder of shares of Bancshares Class A Stock (or the beneficial owner of such record holder's Shares which such record holder desires shares through appropriate and customary documentation and instructions) to have converted into (i) the elect to receive Cash Consideration for all of such holder’s shares of Bancshares Class A Stock (a "“Cash Election"”), (ii) the elect to receive Stock Consideration for all of such holder’s shares of Bancshares Class A Stock (a "“Stock Election") or ”), (iii) elect to receive Cash Consideration for 20% of such holder’s shares of Bancshares Class A Stock and Stock Consideration for the Mixed Consideration remaining 80% of such holder’s shares of Bancshares Class A Stock (a "“Mixed Election"”), or to (iv) indicate that such record holder has no preference preference, or makes no election, as to the receipt of Cash Consideration, Stock Consideration or Mixed Stock Consideration for such Shares holder’s shares of Bancshares Class A Stock (a "“Non-Election"”). Holders of record of shares of Bancshares Class A Stock who hold such shares as nominees, trustees, or in other representative capacities (each a “Representative”) may submit multiple Election Forms, provided that any such Representative certifies that each such Election Form covers all of the shares of Bancshares Class A Stock held by that Representative for a particular beneficial owner. Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed Bancshares Class A Stock as to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as “Cash Election Shares.” Shares of Bancshares Class A Stock as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” Shares of Bancshares Class A Stock as to which no election has been made, including shares issued in connection with the exercise after the Election Deadline (as defined below) of Bancshares Options, are referred to herein as “Non-Election Shares.” The aggregate number of shares of Bancshares Class A Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.” All Dissenting Shares shall be deemed to be Cash Election Shares. (bc) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and properly completed Election Form of Election must be received by the Exchange Agent (as defined below) prior to 5:00 p.m. Eastern Time on the fifth Business Day immediately following the date of the Bancshares Meeting, or such other time and/or date as SmartFinancial and Bancshares may mutually agree (the “Election Deadline”). An election shall be deemed to have been properly made only if the agent designated by SmartFinancial (who, if other than SmartFinancial’s then acting transfer agent, is reasonably acceptable to Bancshares) to act as the exchange agent for purposes of this Agreement (the “Exchange Agent”) shall have actually received a properly completed Election Form by the Election Deadline. A Bancshares shareholder shall be permitted to, at any time prior to the Election Deadline, change such shareholder’s election by written notice actually received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed substitute Election Form. A Bancshares shareholder shall be permitted to, at any time prior to the Election Deadline, revoke such shareholder’s election by written notice actually received by the Exchange Agent prior to the Election Deadline. All elections shall be deemed revoked automatically if the Exchange Agent is notified in writing by SmartFinancial and Bancshares that this Agreement has been terminated. If a Bancshares shareholder either (i) does not submit a properly completedcompleted Election Form by the Election Deadline, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (or by an appropriate guarantee of delivery of revokes such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered shareholder’s Election Form prior to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole Election Deadline and absolute discretion, which authority it may delegate in whole or in part does not submit a properly executed substitute Election Form prior to the Paying AgentElection Deadline, or (iii) asserts but fails to perfect such shareholder’s right to dissent from the Parent Merger under applicable Law, the shares of Bancshares Class A Stock held by such shareholder shall be designated Non-Election Shares. Subject to the terms and conditions of this Agreement, the Exchange Agent shall have reasonable discretion to determine whether any Letter of Transmittal and Form of Election election, change, or revocation has been properly completedand timely made and received and to disregard immaterial defects in any Election Form, signed and submitted or revoked. The decision any good faith decisions of the Company (or the Paying Agent, as the case may be) in Exchange Agent regarding such matters shall be conclusive binding and bindingconclusive. Neither the Company SmartFinancial Parties nor the Paying Exchange Agent will shall be under any obligation to notify any person Person of any defect in a Letter of Transmittal and Form of an Election submitted to the Paying AgentForm.