Common use of Election Procedures Clause in Contracts

Election Procedures. (i) The Company will prepare, for use by the holders of the Offering Warrants, a form (the “Form of Election”) pursuant to which each holder of Offering Warrants may make an Election between the Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holder. (ii) An Election will have been properly made only if a properly completed and signed Form of Election (x) is received by the Company prior to the date and time of the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (such date, the “Election Date” and such meeting, the “Special Meeting”) or (y) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time prior to the Election Date change such holder’s Election if the Company receives (x) prior to the Election Date written notice of such change accompanied by a properly completed Form of Election or (y) at the Special Meeting a new, properly completed Form of Election. The Company will have the right in its sole discretion to permit changes in Elections after the Election Date. (iv) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option shall be deemed to have elected the Cash Option. (v) The Company will have the right to make rules, not inconsistent with the terms of this Agreement or the Equity Purchase Agreement, governing the validity of Forms of Election, the manner and extent to which Elections are to be taken into account in making the determinations prescribed by this section and the manner of payment of any Cash Consideration.

Election Procedures. (ia) The Company will prepareEach person who, for use by as of three Business Days prior to the holders of date on which the Offering Warrants, a form Election Form (as hereinafter defined) is mailed pursuant to Section 3.2 hereof (the “Election Form Record Date”), is a record holder of shares of Seasons Common Stock shall have the right to submit an Election Form specifying the number of shares of Seasons Common Stock that such person desires to have converted into the right to receive NBC Common Stock (a “Stock Election”) pursuant ), and the number of shares of Seasons Common Stock that such person desires to which each have converted into the right to receive the Cash Election Price (a “Cash Election”). Any such record holder of Offering Warrants may make who fails properly to submit an Election between Form on or before the Election Deadline (as hereinafter defined) in accordance with the procedures set forth in Section 3.2 or shall have acquired shares of Seasons Common Stock after the Secondary Election Form Record Date (defined below) shall be deemed to have made a Stock Election. Any Dissenting Shares shall be deemed Seasons Cash Option Election Shares (as hereinafter defined), and with respect to such shares the Earn-Out Share Optionholders thereof shall in no event receive consideration comprised of NBC Common Stock. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holder. (ii) An Election will Any election to receive NBC Common Stock or cash shall have been properly made only if the Exchange Agent (as hereinafter defined) shall have actually received a properly completed and signed Election Form of Election (x) is received by the Company prior Election Deadline, and, in accordance with Section 3.2, any Election Form may be revoked or changed by the person submitting such Election Form to the date and time of the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (such date, the “Election Date” and such meeting, the “Special Meeting”) or (y) is delivered Exchange Agent by written notice to the Company at the Special MeetingExchange Agent. (iiib) Any Offering Warrant holder may at any time The Exchange Agent shall make available an additional Election Form to all persons who become record holders of Seasons Common Stock between the Election Form Record Date and the close of business on the fifth Business Day prior to the Election Date change such holder’s Deadline (the “Secondary Election if the Company receives (x) prior to the Election Date written notice of such change accompanied by a properly completed Form of Election or (y) at the Special Meeting a new, properly completed Form of Election. The Company will have the right in its sole discretion to permit changes in Elections after the Election Record Date”). (iv) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option shall be deemed to have elected the Cash Option. (v) The Company will have the right to make rules, not inconsistent with the terms of this Agreement or the Equity Purchase Agreement, governing the validity of Forms of Election, the manner and extent to which Elections are to be taken into account in making the determinations prescribed by this section and the manner of payment of any Cash Consideration.

Election Procedures. (i) The Company will prepare, All elections contemplated by Section 1.5(a) shall be made on a form designed for use that purpose prepared by the holders Company and reasonably acceptable to Purchaser (an "Election Form"). Holders of record of shares of Company Common Stock who hold such shares as nominees, trustees or in other representative capacities ("Representatives") may submit multiple Election Forms, provided that such Representative certifies that each such Election Form covers all the Offering Warrants, a form (the “Form shares of Election”) pursuant to which each holder of Offering Warrants may make an Election between the Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants Company Common Stock held by each such holderRepresentative for a particular beneficial owner. (ii) The Election Form shall be mailed on the same date as the date on which the Proxy Statement is mailed to all holders of record of shares of Company Common Stock as of the record date of the Stockholders' Meeting (as defined below). Thereafter the Company and Purchaser shall each use its reasonable and diligent efforts to (i) mail the Election Form to all persons who become record holders of shares of Company Common Stock during the period between the record date for the Stockholders' Meeting and 5:00 p.m., Chicago Time, on the day five (5) business days prior to the date of the Stockholders' Meeting and (ii) make the Election Form available to all persons who become holders of shares of Company Common Stock subsequent to such day and no later than the close of business on the day prior to the Stockholders' Meeting. In order to be effective, an Election Form must be received by the Exchange Agent (as defined below), on or before 5:00 p.m., Chicago Time, on the business day prior to the Stockholders' Meeting (the "Election Deadline"). An Election will election shall have been properly made only if the Exchange Agent shall have actually received a properly completed and signed Election Form of Election (x) is received by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates theretofore representing Company prior Common Stock ("Certificate(s)") (or customary affidavits and, if required by Purchaser pursuant to Section 1.6(a), indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. Subject to the date terms of this Agreement and time the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election has been properly or timely made and to disregard immaterial defects in any Election Form, and any good faith decisions of the special meeting of warrantholders being held to approve Amendment NoExchange Agent regarding such matters shall be binding and conclusive. 1 to this Agreement (such date, All elections will be revocable until the “Election Date” Deadline and such meeting, the “Special Meeting”) or (y) is delivered to the Company at the Special Meetingthereafter shall be irrevocable. (iii) Any Offering Warrant Each Election Form shall entitle the holder may at any time of shares of Company Common Stock (or the beneficial owner through appropriate and customary documentation and instructions) to (i) elect to receive the Cash Consideration for all of such holder's shares (a "Cash Election"), (ii) elect to receive the Stock Consideration for all of such holder's shares (a "Stock Election"), (iii) elect to receive the Cash Consideration with respect to some of such holder's shares and the Stock Consideration with respect to such holder's remaining shares (a "Mixed Election"), or (iv) make no election or indicate that such holder has no preference as to the receipt of the Cash Consideration or the Stock Consideration (a "Non-Election"). Shares of Company Common Stock as to which a valid Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as "Cash Election Shares." The aggregate number of shares of Company Common Stock as to which a valid Cash Election is made is referred to herein as the "Cash Election Number." Shares of Company Common Stock as to which a valid Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as "Stock Election Shares." The aggregate number of shares of Company Common Stock as to which a valid Stock Election is made is referred to herein as the "Stock Election Number." Shares of Company Common Stock as to which a Non-Election is deemed in effect are referred to as "Non-Election Shares." All shares of Company Common Stock of a holder whose properly completed Election Form is not received by the Exchange Agent prior to the Election Date change such holder’s Election if the Company receives (x) prior to the Election Date written notice of such change accompanied by a properly completed Form of Election or (y) at the Special Meeting a new, properly completed Form of Election. The Company will have the right in its sole discretion to permit changes in Elections after the Election Date. (iv) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option Deadline shall be deemed to be Non-Election Shares. If the Exchange Agent shall have elected the Cash Option. (v) The Company will have the right to make rulesdetermined that any purported election was not properly made, not inconsistent with the terms of this Agreement or the Equity Purchase Agreement, governing the validity of Forms of Election, the manner and extent to which Elections are such purported election shall be deemed to be taken into account in making the determinations prescribed by this section of no force and effect and the manner shares of payment of any Cash ConsiderationCompany Common Stock subject to such purported election shall for purposes hereof be deemed to be Non-Election Shares.

Election Procedures. (a) At the time of mailing of the Proxy Statement/Prospectus to holders of record of Company Common Stock entitled to vote at the Company Stockholders Meeting (such date, the “Mailing Date”), (i) The an election form, (ii) a letter of transmittal (which, in the case of shares of Company will prepareCommon Stock represented by Certificates, shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent, upon adherence to the procedures set forth in the letter of transmittal, and shall be in such form and have such other provisions as Parent and the Company may reasonably agree) and (iii) instructions for use by in effecting the holders surrender of the Offering WarrantsCertificates or Book-Entry Shares in exchange for payment of the applicable Merger Consideration (the material described in clauses (i) through (iii), collectively, the “Election Form”) shall be mailed to each holder of record of shares of Company Common Stock as of the record date for the Company Stockholders Meeting. (b) Each Election Form shall permit the holder to specify (i) the number of shares of such holder’s Company Common Stock with respect to which such holder makes a form Cash Election, and (ii) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to make a Stock Election. Any shares of Company Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the Business Day that is four (4) Business Days prior to the Closing Date (which date shall be publicly announced by Parent as soon as reasonably practicable but in no event less than five (5) Business Days prior to the Closing Date) (or such other time and date as the Company and Parent shall agree in writing) (the “Form of ElectionElection Deadline”) pursuant shall be deemed to which each holder of Offering Warrants may make an be Non-Electing Company Shares. If the Effective Time is delayed to a subsequent date, the Election between Deadline shall be similarly delayed to a subsequent date, and Parent shall promptly announce any such delay and, when determined, the Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holderrescheduled Election Deadline. (iic) An Parent shall direct the Exchange Agent to make Election will Forms available as may reasonably be requested from time to time by all Persons who become holders 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 it to perform as specified herein and as specified in any agreement with the Exchange Agent. (d) Any election made pursuant to this Section 2.2 shall have been properly made only if the Exchange Agent shall have actually received a properly completed and signed Election Form of Election (x) is received by the Company prior to the date and time of the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (such date, the “Election Date” and such meeting, the “Special Meeting”) or (y) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time prior to the Election Date change Deadline accompanied by any Certificates and Book-Entry Shares representing shares of Company Common Stock. Any Election Form may be revoked or changed by the Person submitting such holder’s Election if Form, by written notice received by the Company receives (x) Exchange Agent prior to the Election Date written notice 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-Electing Company Shares; provided that a subsequent election may be made with respect to any or all of such change accompanied by a properly completed Form shares of Election or (y) at the Special Meeting a new, properly completed Form of Election. The Company will have the right in its sole discretion Common Stock prior to permit changes in Elections after the Election DateDeadline pursuant to this Section 2.2. In addition, all Cash Elections and Stock Elections shall automatically be revoked and all Certificates and Book-Entry Shares representing shares of Company Common Stock in the custody of the Exchange Agent shall be promptly returned without charge if this Agreement is terminated in accordance with Article VII of this Agreement or otherwise upon the written request of the holder who submitted the applicable Election Form and shares of Company Common Stock. (ive) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option shall be deemed Subject to have elected the Cash Option. (v) The Company will have the right to make rules, not inconsistent with the terms of this Agreement and of the Election Form, the Exchange Agent, in consultation with both Parent and the Company, shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in any submitted Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent or the Equity Purchase Agreement, governing Company or the validity of Forms of Election, the manner and extent Exchange Agent shall be under any obligation to which Elections are to be taken into account in making the determinations prescribed by this section and the manner of payment notify any Person of any Cash Considerationdefect in an Election Form.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of such Certificates to a bank or trust company designated by Buyer and reasonably satisfactory to Company (the “Exchange Agent”)) in such form as Company and Buyer shall mutually agree (the “Election Form”), shall be mailed no more than forty (40) and no less than twenty (20) Business Days prior to the anticipated Election Deadline (the “Mailing Date”) to each holder of record of Company Common Stock. Each Election Form shall permit the holder of record of Company Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to (i) The Company will prepareelect to receive the Cash Consideration for all or a portion of such holder’s shares (a “Cash Election”), (ii) elect to receive the Stock Consideration for use by all or a portion of such holder’s shares (a “Stock Election”), or (iii) make no election with respect to the holders receipt of the Offering WarrantsCash Consideration or the Stock Consideration (a “Non-Election”); provided that, a form subject to Section 2.04(d), seventy percent (70%) of the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, excluding any treasury stock and shares described in Section 2.01(b)(ii) (the “Stock Conversion Number”), shall be converted into the Stock Consideration and thirty percent (30%) of such shares of Company Common Stock shall be converted into the Cash Consideration in accordance with the allocation procedures set forth in Section 2.04(c). A record holder acting in different capacities or acting on behalf of other Persons in any way will be entitled to submit an Election Form for each capacity in which such record holder so acts with respect to each Person for which it so acts. Shares of Election”) pursuant Company Common Stock as to which each a Cash Election has been made are referred to herein as “Cash Election Shares.” Shares of Company Common Stock as to which a Stock Election has been made are referred to herein as “Stock Election Shares.” Shares of Company Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Company Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.” (b) To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City time, on a date no later than the 5th Business Day prior to the Closing Date to be mutually agreed upon by the parties (which date shall be publicly announced by Buyer as soon as practicable prior to such date) (the “Election Deadline”), accompanied by the Certificates as to which such Election Form is being made or by an appropriate guarantee of delivery of such 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 (provided that such Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery; failure to deliver shares of Company Common Stock covered by such guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made election, unless otherwise determined by Buyer, in its sole discretion). For shares of Company Common Stock held in book entry form, Buyer shall establish procedures for delivery of such shares, which procedures shall be reasonably acceptable to Company. If a holder of Offering Warrants may make an Company Common Stock either (i) does not submit a properly completed Election between the Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holder. Form in a timely fashion or (ii) An revokes the holder’s Election will have been properly made only if a properly completed and signed Form of Election (x) is received by the Company prior to the date and time of the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (such date, the “Election Date” and such meeting, the “Special Meeting”) or (y) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time prior to the Election Date change such holder’s Deadline (without later submitting a properly completed Election if the Company receives (x) Form prior to the Election Date written notice Deadline), the shares of Company Common Stock held by such change accompanied by a properly completed Form of Election or (y) at the Special Meeting a new, properly completed Form of Election. The Company will have the right in its sole discretion to permit changes in Elections after the Election Date. (iv) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option holder shall be deemed 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 Company that this Agreement has been terminated. Subject to have elected the Cash Option. (v) The Company will have the right to make rules, not inconsistent with the terms of this Agreement or and of the Equity Purchase Agreement, governing the validity of Forms of ElectionElection Form, the manner Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and extent to which Elections are disregard immaterial defects in any Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. Neither Buyer nor the Exchange Agent shall be under any obligation to be taken into account notify any Person of any defect in making an Election Form. (c) The allocation among the determinations prescribed by this section holders of shares of Company Common Stock of rights to receive the Cash Consideration and the manner Stock Consideration will be made as follows: (i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and, subject to Section 2.03 hereof, each holder of payment Stock Election Shares will be entitled to receive the Stock Consideration in respect of any that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; (ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.03 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 2.03 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration. (d) It is intended that each of the Merger and the Bank Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” as that term is used in Sections 354 and 361 of the Code. From and after the date of this Agreement and until the Closing, each party hereto shall use its reasonable best efforts to cause the Merger to qualify as a reorganization under Section 368(a) of the Code. If the tax opinions referred to in Section 6.01(e) cannot be rendered (as reasonably determined by ▇▇▇▇▇▇, Hall & ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, respectively) as a result of the Merger potentially failing to qualify as a reorganization under Section 368(a) of the Code, then Buyer may, in its sole discretion, increase the number of shares of Company Common Stock entitled to receive the Stock Consideration by the minimum amount necessary to enable such tax opinions to be rendered.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of such Certificates to a bank or trust company designated by Buyer and reasonably satisfactory to Company (the “Exchange Agent”)) in such form as Company and Buyer shall mutually agree (the “Election Form”), shall be mailed no more than forty (40) and no less than twenty (20) Business Days prior to the anticipated Election Deadline (the “Mailing Date”) to each holder of record of Company Common Stock. Each Election Form shall permit the holder of record of Company Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to (i) The Company will prepareelect to receive the Cash Consideration for all or a portion of such holder’s shares (a “Cash Election”), (ii) elect to receive the Stock Consideration for use by all or a portion of such holder’s shares (a “Stock Election”), or (iii) make no election with respect to the holders receipt of the Offering WarrantsCash Consideration or the Stock Consideration (a “Non-Election”); provided that, a form subject to Section 2.04(d), sixty percent (60%) of the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, excluding any treasury stock and shares described in Section 2.01(b)(ii) (the “Stock Conversion Number”), shall be converted into the Stock Consideration and forty percent (40%) of such shares of Company Common Stock shall be converted into the Cash Consideration in accordance with the allocation procedures set forth in Section 2.04(c). A record holder acting in different capacities or acting on behalf of other Persons in any way will be entitled to submit an Election Form for each capacity in which such record holder so acts with respect to each Person for which it so acts. Shares of Election”) pursuant Company Common Stock as to which each a Cash Election has been made are referred to herein as “Cash Election Shares.” Shares of Company Common Stock as to which a Stock Election has been made are referred to herein as “Stock Election Shares.” Shares of Company Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Company Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.” (b) To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City time, on a date no later than the 5th Business Day prior to the Closing Date to be mutually agreed upon by the parties (which date shall be publicly announced by Buyer as soon as practicable prior to such date) (the “Election Deadline”), accompanied by the Certificates as to which such Election Form is being made or by an appropriate guarantee of delivery of such 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 (provided that such Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery; failure to deliver shares of Company Common Stock covered by such guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made election, unless otherwise determined by Buyer, in its sole discretion). For shares of Company Common Stock held in book entry form, Buyer shall establish procedures for delivery of such shares, which procedures shall be reasonably acceptable to Company. If a holder of Offering Warrants may make an Company Common Stock either (i) does not submit a properly completed Election between the Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holder. Form in a timely fashion or (ii) An revokes the holder’s Election will have been properly made only if a properly completed and signed Form of Election (x) is received by the Company prior to the date and time of the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (such date, the “Election Date” and such meeting, the “Special Meeting”) or (y) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time prior to the Election Date change such holder’s Deadline (without later submitting a properly completed Election if the Company receives (x) Form prior to the Election Date written notice Deadline), the shares of Company Common Stock held by such change accompanied by a properly completed Form of Election or (y) at the Special Meeting a new, properly completed Form of Election. The Company will have the right in its sole discretion to permit changes in Elections after the Election Date. (iv) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option holder shall be deemed 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 Company that this Agreement has been terminated. Subject to have elected the Cash Option. (v) The Company will have the right to make rules, not inconsistent with the terms of this Agreement or and of the Equity Purchase Agreement, governing the validity of Forms of ElectionElection Form, the manner Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and extent to which Elections are disregard immaterial defects in any Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. Neither Buyer nor the Exchange Agent shall be under any obligation to be taken into account notify any Person of any defect in making an Election Form. (c) The allocation among the determinations prescribed by this section holders of shares of Company Common Stock of rights to receive the Cash Consideration and the manner Stock Consideration will be made as follows: (i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and, subject to Section 2.03 hereof, each holder of payment Stock Election Shares will be entitled to receive the Stock Consideration in respect of any that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; (ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.03 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 2.03 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration. (d) It is intended that each of the Merger and the Bank Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” as that term is used in Sections 354 and 361 of the Code. From and after the date of this Agreement and until the Closing, each party hereto shall use its reasonable best efforts to cause the Merger and the Bank Merger each to qualify as a reorganization under Section 368(a) of the Code and shall refrain from taking any action that reasonably could be expected to cause the Merger and the Bank Merger each to fail to qualify as such a reorganization. If the tax opinions referred to in Section 6.01(e) cannot be rendered (as reasonably determined by ▇▇▇ ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, respectively) as a result of the Merger potentially failing to qualify as a reorganization under Section 368(a) of the Code, then Buyer may, in its sole discretion, increase the number of shares of Company Common Stock entitled to receive the Stock Consideration by the minimum amount necessary to enable such tax opinions to be rendered.

Election Procedures. Subject to the terms of the Letter Agreement, each holder of record of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, and (subject to Section 3.10(c)) each holder of Company RSUs or Company PSUs (any of the foregoing, a “Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election on or prior to the Election Deadline in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.3 (herein called an “Election”) (i) The the number of shares of Company will prepare, for use Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and (ii) the holders number of the Offering Warrants, shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to the Company (the “Form of Election”) pursuant ), which shall be mailed by the Company to which each holder record holders of Offering Warrants may Company Common Stock and delivered to holders of Company RSUs and Company PSUs so as to permit those holders to exercise their right to make an Election between prior to the Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holderElection Deadline. (iic) An The Company shall mail or cause to be mailed or delivered, as applicable, the Form of Election will 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 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 a bank or trust company reasonably acceptable to the Company (the “Exchange Agent”), for the purpose of receiving Elections and exchanging shares of Company Common Stock represented by Certificates for Merger Consideration, pursuant to an exchange agent agreement entered into prior to the Mailing Date (the “Exchange Agent Agreement”). Subject to the terms of the Letter Agreement, any Election shall have been made properly made only if the Exchange Agent shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by Certificates representing the shares of Company Common Stock to which such Form of Election (x) is received by relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company prior to or by an appropriate customary guarantee of delivery of such Certificates, as set forth in such Form of Election, from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the date and time of the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (Exchange Act); provided, that such date, the “Election Date” and such meeting, the “Special Meeting”) or (y) is Certificates are in fact delivered to the Company at Exchange Agent by the Special Meeting. (iii) Any Offering Warrant holder may at time required in such guarantee of delivery, and, in the case of Book-Entry Shares, any time prior to additional documents specified in the Election Date change such holder’s Election if procedures set forth in the Company receives (x) prior to the Election Date written notice of such change accompanied by a properly completed Form of Election or (y) at the Special Meeting a new, properly completed Form of Election. The Failure to deliver shares of Company will have Common Stock covered by such a guarantee of delivery within the right in its sole discretion to permit changes in Elections after the Election Date. (iv) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option time set forth on such guarantee shall be deemed to have elected 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 Cash Option. Company and Parent, “Election Deadline” means 5:00 p.m. local time (vin the city in which the principal office of the Exchange Agent is located) on the later of (i) the date immediately prior to the Company Stockholder Meeting and (ii) the date that Parent and the Company shall agree is two (2) Business Days prior to the expected Closing Date. The Company will have and Parent shall issue a press release reasonably satisfactory to each of them announcing the right to make rulesanticipated date of the Election Deadline not more than fifteen (15) Business Days before, not inconsistent with the terms of this Agreement or the Equity Purchase Agreement, governing the validity of Forms of Electionand at least five (5) Business Days prior to, the manner and extent Election Deadline. If the Closing is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date (which Elections are shall be the second (2nd) Business Day prior to be taken into account in making the determinations prescribed by this section Closing Date) and the manner of payment of any Cash ConsiderationCompany and Parent shall cooperate to promptly publicly announce such rescheduled Election Deadline and Closing.

Election Procedures. (a) Not less than thirty (30) days prior to the anticipated Effective Time or on such other date as Parent and the Company mutually agree (the “Mailing Date”), Company shall cause to be mailed an election form and other appropriate and customary transmittal materials, in such form as Company shall reasonably specify and as shall be reasonably acceptable to Parent (the “Election Form”), to each record holder of Company Common Stock (other than shares of Company Common Stock described in clause (iii) of Section 3.1(b)) as of a record date that is five (5) Business Days prior to the Mailing Date or such other date as mutually agreed to by Parent and the Company. (b) Each Election Form shall permit the holder (or the beneficial owner through customary documentation and instructions) of Company Common Stock to specify (i) The the number of shares of Company will prepareCommon Stock with respect to which such holder elects to receive the Share Consideration, for use by (ii) the holders number of shares of Company Common Stock with respect to which such holder elects to receive the Offering Warrants, Mixed Consideration or (iii) that such holder makes no election with respect to such holder’s shares of Company Common Stock. Any shares of Company Common Stock with respect to which the Exchange Agent does not receive a form properly completed Election Form during the period (the “Form of ElectionElection Period”) pursuant from the Mailing Date to which each holder of Offering Warrants may make an Election between 5:00 p.m., New York City time, on the Cash Option Business Day that is two Business Days prior to the Closing Date or such other date as Parent and the Earn-Out Share OptionCompany shall, prior to the Closing, mutually agree (the “Election Deadline”) shall be deemed to have made no election. In making an ElectionParent and the Company shall publicly announce the anticipated Election Deadline at least five business days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such holderdelay and, when determined, the rescheduled Election Deadline. (iic) An Company shall make available one or more Election will Forms as may reasonably be requested from time to time by all persons who become holders or beneficial owners of Company Common Shares during the Election Period, and Parent shall provide the Exchange Agent all information reasonably necessary for it to perform its duties as specified herein. (d) Any election made pursuant to this Section 3.4 shall have been properly made only if the Exchange Agent shall have actually received a properly completed and signed Election Form of during the Election (x) is Period. Any Election Form may be revoked or changed by the person submitting it, by written notice received by the Company prior to Exchange Agent during the date and time of Election Period. In the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (such dateevent an Election Form is revoked during the Election Period, the “Shares represented by such Election Date” and such meeting, the “Special Meeting”) or (y) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time prior to the Election Date change such holder’s Election if the Company receives (x) prior to the Election Date written notice of such change accompanied by a properly completed Form of Election or (y) at the Special Meeting a new, properly completed Form of Election. The Company will have the right in its sole discretion to permit changes in Elections after the Election Date. (iv) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option shall be deemed to have elected made no election, except to the Cash Option. (v) The Company will have extent a subsequent election is properly made during the right Election Period. Subject to make rules, not inconsistent with the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, Merger Sub, the Company or the Equity Purchase Agreement, governing the validity of Forms of Election, the manner and extent Exchange Agent shall be under any obligation to which Elections are to be taken into account in making the determinations prescribed by this section and the manner of payment notify any Person of any Cash Considerationdefect in an Election Form.

Election Procedures. Each holder of record of shares of Company Common Stock to be converted into the right to receive the Merger Consideration in accordance with, and subject to, Section 3.1 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) The Each Holder may specify in a request made in accordance with the provisions of this Section 3.2(a) (herein called an “Election”) (A) the number of shares of Company will prepare, for use Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and (B) the holders number of the Offering Warrants, 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”) pursuant ), so as to which each holder of Offering Warrants may permit Holders to exercise their right to make an Election between the Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holder. (ii) An Election will have been properly made only if a properly completed and signed Form of Election (x) is received by the Company prior to the date and time of the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (such date, the “Election Date” and such meeting, the “Special Meeting”) or (y) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at Parent and the Company (A) 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 fifth (5th) Business Day prior to such mailing date, and (B) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any time shareholder who requests such Form of Election prior to the Election Date change Deadline. The time period between such holder’s Election if the Company receives (x) prior to mailing date and the Election Date written notice of such change accompanied by a properly completed Form of Deadline is referred to herein as the “Election or (y) at the Special Meeting a new, properly completed Form of Election. The Company will have the right in its sole discretion to permit changes in Elections after the Election DatePeriod.” (iv) All holders Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Offering Warrants that do not make a valid Election for properly completed and executed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Adjustment Option shall be deemed Certificates representing all certificated shares to have elected the Cash Option. (v) The Company will have the right to make ruleswhich such Form of Election relates or by an appropriate customary guarantee of delivery of such Certificates, not inconsistent with the terms of this Agreement or the Equity Purchase Agreement, governing the validity of Forms as set forth in such Form of Election, the manner and extent to which Elections are to be taken into account in making the determinations prescribed by this section and the manner from a member of payment of any Cash Consideration.any

Election Procedures. (ia) The Company will prepare, for use by At the time of mailing of the Proxy Statement/Prospectus to holders of the Offering Warrants, a form (the “Form record of Election”) pursuant Company Common Stock entitled to which each holder of Offering Warrants may make an Election between the Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holder. (ii) An Election will have been properly made only if a properly completed and signed Form of Election (x) is received by vote at the Company prior to the date and time of the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement Shareholders Meeting (such date, the “Election Mailing Date” ”), an election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates theretofore representing shares of Company Common Stock, or Book-Entry Shares, shall pass, only upon proper delivery of such meetingCertificates or Book-Entry Shares, respectively, to the Exchange Agent, upon adherence to the procedures set forth in the letter of transmittal) in such form as Parent and the Company shall reasonably agree (the “Special MeetingElection Form”) or (y) is delivered shall be mailed to each holder of record of shares of Company Common Stock as of the record date for the Company at the Special Shareholders Meeting. (b) Each Election Form shall permit the holder (or the Beneficial Owner through appropriate and customary documentation and instructions) to specify (i) the number of shares of such holder’s Company Common Stock with respect to which such holder makes a Cash Election, (ii) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to make a Stock Election, or (iii) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to make a Mixed Election. Any Offering Warrant holder may at any time Company Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the Business Day that is four (4) Business Days prior to the Election Closing Date change such holder’s Election if the Company receives (xwhich date shall be publicly announced by Parent as soon as reasonably practicable but in no event less than five (5) Business Days prior to the Closing Date) (or such other time and date as the Company and Parent shall agree in writing) (the “Election Date written notice of such change accompanied by a properly completed Form of Election or (yDeadline”) at the Special Meeting a new, properly completed Form of Election. The Company will have the right in its sole discretion to permit changes in Elections after the Election Date. (iv) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option shall be deemed to have elected be “Non-Electing Company Shares”. If the Cash Option. (v) The Company will have the right Effective Time is delayed to make rules, not inconsistent with the terms of this Agreement or the Equity Purchase Agreement, governing the validity of Forms of Electiona subsequent date, the manner Election Deadline shall be similarly delayed to a subsequent date, and extent to which Elections are to be taken into account in making Parent shall promptly announce any such delay and, when determined, the determinations prescribed by this section and the manner of payment of any Cash Considerationrescheduled Election Deadline.

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 Non-IAC Match Shareholder may specify in a request made in accordance with the provisions of this Section 3.02 (herein called an “Election”) (i) The Company will preparethe number of shares of Match Capital Stock owned by such holder with respect to which such holder desires to make a Cash/Stock Election and (ii) the number of shares of Match Capital Stock owned by such holder with respect to which such holder desires to make an All-Stock Election. (b) IAC and Match shall prepare a form, for use by the holders of the Offering Warrants, a form including appropriate and customary transmittal materials (the “Form of Election”) pursuant ), so as to which each holder of Offering Warrants may permit Non-IAC Match Shareholders to exercise their right to make an Election between the Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holder. (iic) An Election will have been properly made only if a properly completed IAC and signed Match (i) shall initially make available and mail the Form of Election (x) is received by the Company not less than 20 Business Days prior to the anticipated date and time of the special meeting Election Deadline to Non-IAC Match Shareholders who are holders of warrantholders being held record of shares of Match Capital Stock as of the Business Day prior to approve Amendment No. 1 to this Agreement such mailing date (such record date, the “Election Record Date” ”), and (ii) following such meetingmailing date, shall use commercially reasonable efforts to make the “Special Meeting”) or (y) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time prior to the Election Date change such holder’s Election if the Company receives (x) prior to the Election Date written notice of such change accompanied by a properly completed Form of Election available to all persons who become holders of record of shares of Match Capital Stock during the period between the Election Record Date and 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 Agent shall have received, during the Election Period, (i) in the case of shares represented by a certificate, the surrender of such certificate for cancellation to the Agent, or (yii) at in the Special Meeting a newcase of shares held in book-entry form, properly completed 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 reasonably be required by the Agent. The Company will have As used herein, unless otherwise agreed in advance by the right in its sole discretion Parties, “Election Deadline” means 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. IAC and Match shall cooperate to permit changes in Elections after issue a press release reasonably satisfactory to each of them announcing the Election Date. Deadline not more than fifteen (iv15) All holders of Offering Warrants that do not make 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 valid subsequent date, the Election for any Adjustment Option Deadline shall be deemed to have elected delayed by the Cash Option. same period such that the Election Deadline is still 5:00 p.m. (vNew York City time) The Company will have on the right to make rulesdate that is the fifth Business Day preceding the date for which the Match Stockholder Meeting is scheduled, not inconsistent with the terms of this Agreement or the Equity Purchase Agreementand IAC and Match shall promptly announce any such delay and, governing the validity of Forms of Electionwhen determined, the manner and extent to which Elections are to be taken into account in making the determinations prescribed by this section and the manner of payment of any Cash Considerationrescheduled Election Deadline.

Election Procedures. Each holder of record of shares of Company Common Stock (including each share of Company Restricted Stock, each share of Company Common Stock under the Company 401(k) Plan and each share of Company Common Stock issued upon exercise of Company Options) issued and outstanding immediately prior to the Effective Time (a “Holder ”), shall have the right, subject to the limitations set forth in this Article III, to submit an election on or prior to the Election Deadline in accordance with the following procedures: (a) Each Holder may specify in a written request made in accordance with the provisions of this Section 3.3 (herein called an “Election ”) (i) The the number of shares of Company will prepare, for use Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and (ii) the holders number of the Offering Warrants, shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to the Company (the “Form of ElectionElection ”) pursuant ), which shall be mailed or caused to which each holder of Offering Warrants may be mailed by the Company to the Holders so as to permit them to exercise their right to make an Election between prior to the Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holderElection Deadline in accordance with this Section 3.3. (iic) An At the time of mailing the Proxy Statement/Prospectus, the Company shall mail or cause to be mailed the Form of Election will to holders of Company Common Stock entitled to vote at the Stockholder Meeting and shall thereafter use its reasonable best efforts to make available as promptly as possible a Form of Election to all Persons who become holders of shares of Company Common Stock during the period following the record date for the Stockholder Meeting and prior to the Election Deadline. (d) Any Election shall have been made properly made only if the Person authorized to receive Elections and to act as exchange agent under this Agreement, which Person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent ”), pursuant to an agreement (the “Exchange Agent Agreement ”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by Certificates representing the shares of Company Common Stock to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company or by an appropriate customary guarantee of delivery of such Certificates, as set forth in such Form of Election, from a firm that is an “eligible guarantor institution” (x) is received as defined in Rule 17Ad-15 under the 1934 Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery, and, in the case of Book-Entry Shares, any additional documents specified in the procedures set forth in the Form of Election. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth in such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole and absolute discretion. As used herein, unless otherwise agreed in advance by the Company and Parent, “Election 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 (i) the date immediately prior to the date and time of the special meeting Stockholder Meeting and (ii) the date that Parent and the Company shall agree is five (5) Business Days prior to the expected Closing Date. The Company and Parent shall cooperate to issue a press release reasonably satisfactory to each of warrantholders being held them announcing the anticipated date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline. If the Closing is delayed to approve Amendment No. 1 to this Agreement (such a subsequent date, the “Election Date” Deadline shall be similarly delayed and such meeting, the “Special Meeting”) or (y) is delivered to the Company at the Special Meetingand Parent shall cooperate to promptly publicly announce such rescheduled Election Deadline and Closing. (iii) Any Offering Warrant holder may at any time prior to the Election Date change such holder’s Election if the Company receives (x) prior to the Election Date written notice of such change accompanied by a properly completed Form of Election or (y) at the Special Meeting a new, properly completed Form of Election. The Company will have the right in its sole discretion to permit changes in Elections after the Election Date. (iv) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option shall be deemed to have elected the Cash Option. (v) The Company will have the right to make rules, not inconsistent with the terms of this Agreement or the Equity Purchase Agreement, governing the validity of Forms of Election, the manner and extent to which Elections are to be taken into account in making the determinations prescribed by this section and the manner of payment of any Cash Consideration.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates theretofore representing shares of Company Stock shall pass, only upon proper delivery of such Certificates to the Exchange Agent) in such form as Parent shall specify and as shall be reasonably acceptable to the Company (the “Election Form”) shall be mailed together with the Proxy Statement/Prospectus or at such other time as the Company and Parent may agree (the “Mailing Date”) to each holder of record of Company Stock as of the close of business on the record date for notice of the Company Stockholder Meeting (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (i) The that such holder elects to make a Mixed Election, (ii) that such holder elects to make a Stock Election, or (iii) that such holder elects to make a Cash Election. Any Company will prepareStock with respect to which the Exchange Agent has not received an effective, for use by properly completed Election Form on or before 5:00 p.m., New York time, on the holders of twentieth (20th) day following the Offering Warrants, a form Mailing Date (or such other time and date as the Company and Parent shall agree) (the “Form of ElectionElection Deadline”) pursuant (other than any Dissenting Shares as of such time) shall be deemed to which each holder of Offering Warrants may make an Election between the have made a Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holder. (iic) An Parent shall make available one (1) or more Election will Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Company 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 received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and, if required by Parent or the Final Surviving Entity, the posting by such Person of a bond, in such customary and signed reasonable amount as the Final Surviving Entity may direct, as indemnity against any claim that may be made against it with respect to such Certificate) or Uncertificated Shares representing all shares of Company Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form of may be revoked or changed by the Person submitting such Election (x) is Form, by written notice received by the Company prior to the date and time of the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (such date, the “Election Date” and such meeting, the “Special Meeting”) or (y) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time Exchange Agent prior to the Election Date change such holder’s Deadline. In the event an Election if the Company receives (x) Form is revoked prior to the Election Date written notice Deadline, the certificates for the shares of Company Stock represented by such change accompanied by a properly completed Election Form of Election or (y) at shall be promptly returned without charge to the Special Meeting a new, properly completed Form of Election. The Company will have the right in its sole discretion to permit changes in Elections after Person submitting the Election Date. (iv) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option Form, and such holder shall thereafter be deemed to have elected made a Cash Election except to the Cash Option. extent (vif any) The a subsequent election is properly made with respect to all of such shares of Company will have the right Stock. Subject to make rules, not inconsistent with the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company or the Equity Purchase Agreement, governing the validity of Forms of Election, the manner and extent Exchange Agent shall be under any obligation to which Elections are to be taken into account in making the determinations prescribed by this section and the manner of payment notify any Person of any Cash Considerationdefect in an Election Form.

Election Procedures. (a) Except as provided in paragraphs (b) and (c) below, compensation for services performed during a taxable year may be deferred at the Participant’s election only if the election to defer such compensation is made not later than the close of the preceding taxable year. (b) In the case of the first year in which a Participant becomes eligible to participate in the Plan, the Participant’s election with respect to amounts deferred pursuant to Sections 4.1 and 4.2 may be made with respect to services to be performed subsequent to the election within 30 days after the date the Participant becomes eligible to participate in the Plan. (c) In the case of any performance-based compensation based on services performed over a period of at least 12 months as determined by the Plan Administrator in accordance with regulatory guidance under Code Section 409A, an election may be made no later than six months before the end of the period. (d) Each Participant shall on his or her Election Agreement with respect to each Plan Year (i) The Company will prepare, specify the percentage of Base Salary and/or the percentage of Bonus the Participant elects to defer for use by the holders of the Offering Warrants, a form such Plan Year; (the “Form of Election”ii) pursuant to which each holder of Offering Warrants may make an Election allocate his or her deferrals between the Cash In-Service Distribution Option and the EarnRetirement Distribution Option in increments of ten percent, provided, however, that 100 percent of such deferrals may be allocated to one or the other of the Distribution Options; (iii) with respect to amounts allocated to the Retirement Distribution Option for such Plan Year plus investment return credited to such amounts, elect whether such amounts will be paid in a single lump sum or in annual installments payable over five, ten, or fifteen years upon the Participant’s termination of employment with the Company; and (iv) with respect to amounts allocated to the In-Out Share Option. In making an ElectionService Distribution Option for the Plan Year, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holdertime and manner of distribution from among the options described in Section 7.2. Moreover, a Participant may specify in his or her Election Agreement that distribution of his or her Accounts are to be made upon the occurrence of a change in control event within the meaning of Code Section 409A and the regulations thereunder, notwithstanding any other election made hereunder. (iie) An A Participant can change his or her Election will have been properly made only if Agreement and an eligible Employee who is not a properly completed Participant may become a Participant, as of any January 1 by completing, signing and signed Form of filing an Election Agreement with the Plan Administrator not later than the preceding December 31 (x) is received by the Company prior subject, however, to the date and time provisions of paragraph (b) above in the special meeting case of warrantholders being held to approve Amendment Noa Participant who becomes newly eligible during the Plan Year). 1 to this A Participant who does not complete a new Election Agreement (such date, the “Election Date” and such meeting, the “Special Meeting”) or (y) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time prior to the Election Date change such holder’s Election if the Company receives (x) prior to the Election Date written notice of such change accompanied by for a properly completed Form of Election or (y) at the Special Meeting a new, properly completed Form of Election. The Company Plan Year will have the right in its sole discretion to permit changes in Elections after the Election Date. (iv) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option shall be deemed to have elected not to have any Deferred Compensation for the Cash OptionPlan Year and will be deemed to have elected a single lump sum method of payment for any Nonelective Deferral Compensation for such Plan Year. In the event any amount is credited to the Account of Participant with respect to which no timely election concerning method of payment has been made, such amount shall be payable in the single lump sum method of payment. (vf) The Company will have An election of Deferred Compensation shall be irrevocable on the right first day of the Plan Year (or other period) to make ruleswhich it relates, not inconsistent except that in the case of a hardship distribution within the meaning of Treas. Reg. §1.401(k)-1(d)(3), the election may be cancelled for the remainder of the Plan Year. (g) All Election Agreements shall be in a form acceptable to the Plan Administrator and shall be completed, signed, and filed with the terms of this Agreement or the Equity Purchase Agreement, governing the validity of Forms of Election, the manner and extent to which Elections are to be taken into account in making the determinations prescribed by this section and the manner of payment of any Cash ConsiderationPlan Administrator as provided herein.

Election Procedures. (i) Each holder of record of shares of Company Common Stock (including holders of record of equity interests in Rhino (“Rhino Holder”) that received shares of Company Class A Common Stock pursuant to the Rhino Merger) to be converted into the right to receive the Merger Consideration in accordance with, and subject to, Section 1.7(a) (each, a “Holder”) shall have the right, subject to the limitations set forth in this Section 1.8(b), to specify in a request made in accordance with the provisions of this Section 1.8(b) (herein called an “Election”) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make (i) a Stock Election or (ii) a Cash Election. (ii) The Company will prepareshall (x) prepare a form reasonably acceptable to Parent, for use including appropriate and customary transmittal materials in such form as prepared by the holders of the Offering Warrants, a form Company and reasonably acceptable to Parent (the “Form of Election”), to permit Holders (or the beneficial owners through appropriate and customary documentation and instructions) pursuant to which each holder of Offering Warrants may exercise their right to make an Election between the Cash Option and the Earn-Out Share Option. In making an Election, each holder (y) cause the Exchange Agent to make available and mail the Form of Offering Warrants must elect Election not less than twenty (20) Business Days prior to the same Adjustment Option for all Offering Warrants held by anticipated Election Deadline (as defined below) to Holders as of the Business Day prior to such holder. mailing date, and (iiz) An following such mailing date, make available as promptly as possible a Form of Election will to any Holder who requests such Form of Election prior to the Election Deadline. The period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. Any Election shall have been made properly made only if the Exchange Agent shall have received, during the Election Period, a Form of Election, properly completed and signed signed, including duly executed transmittal materials included in the Form of Election (x) is received by the Company prior to the date and time of the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (such date, the “Election Date” and such meeting, the “Special Meeting”) or (y) is delivered to the Company at the Special MeetingElection. (iii) Any Offering Warrant Notwithstanding anything to the contrary in this Agreement, each Rhino Holder shall have the right, subject to the limitations set forth in this Section 1.8(b), to make an Election during the Election Period with respect to the number of shares of Company Class A Common Stock that such Rhino Holder is entitled to receive upon the consummation of the Rhino Merger. For purposes of this Section 1.8(b) only, each Rhino Holder shall be deemed to be a holder may at any time of record of such shares of Company Class A Common Stock as of the Election Deadline and shall be deemed to have properly made an Election 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 such evidence of such Rhino Holder’s entitlement to receive such shares of Company Class A Common Stock immediately prior to the Election Date change such holder’s Election if First Merger Effective Time as the Company receives (x) prior to the Election Date written notice of such change accompanied by a properly completed Form of Election or (y) at the Special Meeting a new, properly completed Form of Election. The Company will have the right in its sole discretion to permit changes in Elections after the Election DateExchange Agent may reasonably require. (iv) All holders of Offering Warrants that do not make a valid As used herein, unless otherwise agreed in advance by the parties hereto, “Election for any Adjustment Option Deadline” means 5:00 p.m. (Mountain time) on the date which the parties hereto shall be deemed agree is as near as practicable to have elected three (3) Business Days preceding the Cash Option. (v) Closing Date or at such other date and time as the parties may agree. The Company will have and Parent shall cooperate to issue a press release reasonably satisfactory to each of them announcing the right to make rulesdate of the Election Deadline not more than fifteen (15) Business Days before, not inconsistent with the terms of this Agreement or the Equity Purchase Agreement, governing the validity of Forms of Electionand at least ten (10) Business Days prior to, the manner and extent to which Elections are to be taken into account in making the determinations prescribed by this section and the manner of payment of any Cash ConsiderationElection Deadline.

Election Procedures. (a) MN8 Energy shall (i) The Company will prepareprepare a form of election, which, for use the avoidance of doubt, may be on a website established by the holders Paying Agent for purposes of the Offering Warrants, a form effectuating an Election (the “Form of ElectionElection Form”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Election Form and such Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as mutually agreed between MN8 Energy and the Company) and (ii) cause the Paying Agent to make available and mail the Election Form as promptly as reasonably practicable after (but, in any event, no earlier than ten (10) Business Days following) the date of the Company’s commencement of the mailing of the definitive Proxy Statement/Prospectus to the Company Members in accordance with Section 5.13(c) and no less than thirty (30) days prior to the Election Deadline (as defined below) (such date, or such other date as MN8 Energy and the Company mutually agree in writing, the “Mailing Date”) to each record holder of Company Shares as of the close of business on the fifth (5th) Business Day immediately prior to the Mailing Date or on such other date as mutually agreed in writing between MN8 Energy and the Company. The Company shall provide MN8 Energy with the list of such record holders of Company Shares, Company RSUs and Company PSUs (including number of Company Shares, Company RSUs and Company PSUs held by each such holder) reasonably in advance of the Mailing Date (such list, the “Record Holder List”). Each Election Form shall permit each Person who will be, at the Effective Time, a holder of Company Shares (other than Canceled Shares) to submit an Election pursuant to which each Section 2.01(c) in accordance with the following procedures: (i) Each holder of Offering Warrants Company Shares may make an Election between specify in a request made in accordance with the Cash Option and provisions of this Section 2.04(a) the Earn-Out Share Option. In making number of such holder’s Company Shares with respect to which such holder makes an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holder. (ii) An Any Election will shall be deemed to be properly made only if the Paying Agent has received at its designated office by 5:00 p.m. (Eastern Time) on the date that is five (5) Business Days preceding the anticipated Closing Date or such other date as the Company and MN8 Energy shall, prior to the Closing, mutually agree (the “Election Deadline”): (A) an Election Form validly completed and duly executed with respect to such holder’s election made pursuant to Section 2.01(c); (B) Certificates representing the Company Shares to which such Election Form relates (if any); and (C) a Letter of Transmittal (clauses (A) through (C), collectively, the “Required Materials”). The Company shall publicly announce the Election Deadline at least five (5) Business Days prior to the Election Deadline. If the Closing Date is delayed to a subsequent date in accordance with the terms hereunder, 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. Any election made pursuant to this Section 2.04(a) shall have been properly made only if a properly completed and signed Form of Election (x) is the Paying Agent shall have received the Required Materials by the Company prior to the date and time of the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (such date, the “Election Date” and such meeting, the “Special Meeting”) or (y) is delivered to the Company at the Special MeetingDeadline. (iiib) Any Offering Warrant Company Shares with respect to which the Paying Agent has not received an effective, properly completed Required Materials in accordance with this Section 2.04 on or before the Election Deadline (other than Canceled Shares) shall be deemed to be Non-Election Shares, and the holder may of such Non-Election Shares shall be deemed to have made an Election in accordance with Section 2.01(c)(iv). (c) Any holder of Company Shares may, at any time prior to the Election Date Deadline, change or revoke such holder’s Election if by submitting new Required Materials that are received by the Company receives (x) Paying Agent prior to the Election Date written notice Deadline. In addition, all Elections shall automatically be revoked upon the valid termination of such change accompanied by a properly completed Form of Election or (y) at the Special Meeting a new, properly completed Form of Election. The Company will have the right in its sole discretion this Agreement pursuant to permit changes in Elections after the Election DateArticle VII. (ivd) All holders Subject to the terms of Offering Warrants that do not make a valid this Agreement and the Election for Form, MN8 Energy shall have reasonable discretion to determine whether any Adjustment Option Election has been properly or timely made and to disregard immaterial defects in the Election Form, and any good faith decisions of MN8 Energy regarding such matters shall be deemed binding and conclusive. The Paying Agent may, with the written consent of MN8 Energy and the Company, make any rules that are consistent with this Section 2.04 for the implementation of an Election as shall be necessary to have elected the Cash Option. (v) The Company will have the right to make rules, not inconsistent effect such Election in accordance with the terms of this Agreement or the Equity Purchase Agreement, governing the validity of Forms of Election, the manner and extent to which Elections are to be taken into account in making the determinations prescribed by this section and the manner of payment of any Cash Consideration.

Election Procedures. (a) Not less than 30 days prior to the anticipated Effective Time or on such other date as Parent and the Company mutually agree (the “Mailing Date”), the Company shall cause to be mailed an election form and other appropriate and customary transmittal materials, in such form as the Company shall reasonably specify and as shall be reasonably acceptable to Parent (the “Election Form”), to each record holder of Company Common Stock (other than Excluded Shares) 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 Company. (b) Each Election Form shall permit the holder (or the beneficial owner through customary documentation and instructions) of Company Common Stock to specify that such holder (i) The elects to receive the Share Consideration in respect to all such holder’s shares of Company will prepare, for use by Common Stock or (ii) elects to receive the holders Mixed Consideration in respect to all such holders’ shares of Company Common Stock. Any shares of Company Common Stock with respect to which the Offering Warrants, Exchange Agent does not receive a form properly completed Election Form during the period (the “Form of ElectionElection Period”) pursuant from the Mailing Date to which each holder of Offering Warrants may make an Election between 5:00 p.m., New York City time, on the Cash Option Business Day that is five Business Days prior to the Closing Date or such other date as Parent and the Earn-Out Share OptionCompany shall, prior to the Closing, mutually agree (the “Election Deadline”) shall be deemed to have made no election. In making an ElectionParent and the Company shall publicly announce the anticipated Election Deadline at least five Business Days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such holderdelay and, when determined, the rescheduled Election Deadline. (iic) An The Company shall make available one or more Election will Forms as may reasonably be requested from time-to-time by all persons who become holders or beneficial owners of Shares of Company Common Stock during the Election Period, and Parent shall provide the Exchange Agent all information reasonably necessary for it to perform its duties as specified herein. (d) Any election made pursuant to this Section 2.5 shall have been properly made only if the Exchange Agent shall have actually received a properly completed and signed Election Form of during the Election (x) is Period. Any Election Form may be revoked or changed by the person submitting it, by written notice received by the Company prior to Exchange Agent during the date and time of Election Period. In the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (such dateevent an Election Form is revoked during the Election Period, the “Shares represented by such Election Date” and such meeting, the “Special Meeting”) or (y) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time prior to the Election Date change such holder’s Election if the Company receives (x) prior to the Election Date written notice of such change accompanied by a properly completed Form of Election or (y) at the Special Meeting a new, properly completed Form of Election. The Company will have the right in its sole discretion to permit changes in Elections after the Election Date. (iv) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option shall be deemed to have elected made no election, except to the Cash Option. (v) The Company will have extent a subsequent election is properly made during the right Election Period. Subject to make rules, not inconsistent with the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, Merger Sub, the Company or the Equity Purchase AgreementExchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. (e) Notwithstanding Section 2.5(b), governing if the validity Elected Cash Consideration, is greater than the Maximum Cash Election Amount (the difference between the Elected Cash Consideration and the Maximum Cash Election Amount being the “Excess Cash Amount”), then each Share of Forms a portion of Electionthe Mixed Election Stock of each applicable holder of Company Common Stock that would otherwise be converted into a right to receive the Mixed Consideration shall be converted into a right to receive the Share Consideration, with such portion being equal to the product obtained by multiplying (x) the number of shares of Mixed Election Stock of such holder by (y) a fraction, the manner and extent to numerator of which Elections are to be taken into account in making is the determinations prescribed by this section Excess Cash Amount and the manner denominator of payment of any which is the Elected Cash Consideration, with each Share of the remaining portion of such holder’s Mixed Election Stock being converted into the right to receive the Mixed Consideration.

Election Procedures. (iA) The Company will prepareEach Person (other than Parent, the Company, Holdings, Partnership, Merger Sub or Amalgamation Sub) who on or prior to the Election Deadline is a holder of record of Parent Common Shares shall be entitled, with respect to all or a portion of such Parent Common Shares, to make an Exchangeable Election on or prior to the Election Deadline to receive only the Exchangeable Security Consideration on the basis set forth in this Agreement. Each Person receiving Exchangeable Security Consideration (whether in consideration for use a Non-Election Share or an Exchangeable Election Share) pursuant to the Merger shall be deemed, by virtue of such receipt of such Exchangeable Security Consideration and without any further action on any such Person’s part, to have (1) executed the holders Partnership Agreement as a holder of an Exchangeable Unit and (2) agreed to the rights, privileges, restrictions and conditions of the Offering WarrantsExchangeable Units, a including the terms and conditions set forth in the Voting Trust Agreement. (B) Partnership shall prepare an election form, in form and substance reasonably acceptable to Parent with such provisions as Parent may specify (the “Form of ElectionElection Form”) pursuant to which each a holder of Offering Warrants record of Parent Common Shares may make an Exchangeable Election between with respect to all or a portion of the Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants Parent Common Shares held by such holder. Parent or Holdings shall mail, or shall cause the Exchange Agent to mail, the Election Form, together with the Joint Information Statement/Circular to holders of Parent Common Shares. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to specify the number of shares of such holder’s Parent Common Shares with respect to which such holder makes an Exchangeable Election (and, if relevant, the specific lot of Parent Common Shares to which such election relates) in connection with the Merger. Any Parent Common Share with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York City time, on the Business Day that is three (3) Business Days prior to the Closing Date (which date shall be publicly announced by Parent as soon as reasonably practicable but in no event less than five (5) Business Days prior to the anticipated Closing Date) (or such other time and date as Parent may specify) (the “Election Deadline”) shall be deemed to be a Non-Election Share. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent shall promptly announce any such delay and, when determined, the rescheduled Election Deadline, which rescheduled Election Deadline if necessary shall be at the discretion of Parent provided that at least one (1) Business Day of advance notice thereof shall have been provided. (iiC) An Parent shall make Election will Forms available as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Parent Common Shares prior to the Election Deadline, and Parent shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein and as specified in any agreement with the Exchange Agent. (D) Any election made pursuant to this Section 2.3(f)(ii) shall have been properly made only if the Exchange Agent shall have actually received a properly completed and signed Election Form prior to the Election Deadline. An Election Form with respect to Parent Common Shares shall be deemed properly completed only (i) with respect to Parent Common Shares represented by Certificates, if accompanied by one or more Certificates duly endorsed in blank or otherwise in form acceptable for transfer on the books of Parent or (ii) with respect to Parent Book Entry Shares, upon the Exchange Agent’s receipt of an “agent’s message” by the Exchange Agent or such other evidence of transfer of Parent Book Entry Shares as the Exchange Agent may reasonably request, collectively representing all Parent Common Shares covered by such Election (x) Form, in each case together with duly executed transmittal materials included with the Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form by submitting written notice that is received by the Company prior to the date and time of the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (such date, the “Election Date” and such meeting, the “Special Meeting”) Exchange Agent on or (y) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time prior to the Election Date change such holder’s Deadline. In the event an Election if the Company receives (x) Form is revoked on or prior to the Election Date Deadline, the Parent Common Shares represented by such Election Form shall become Non-Election Shares and Parent shall cause the Certificates representing such Parent Common Shares or Parent Book Entry Shares to be promptly returned without charge to the Person submitting the Election Form upon such revocation or written notice request to that effect from the holder who submitted the Election Form; provided, however, that a subsequent election may be made with respect to any or all of such change accompanied by a properly completed Form of Election or (y) at Parent Common Shares if the Special Meeting a newholder thereof complies with the procedures, properly completed Form of Electionterms and conditions set forth in this Section 2.3(f)(ii). The Company will have the right In addition, all Exchangeable Elections shall automatically be revoked and all Certificates representing Parent Common Shares and Parent Book Entry Shares shall be promptly returned without charge if this Agreement is terminated in its sole discretion to permit changes in Elections after the Election Dateaccordance with Article 9. (ivE) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option shall be deemed Subject to have elected the Cash Option. (v) The Company will have the right to make rules, not inconsistent with the terms of this Agreement and the Election Form, the Exchange Agent, in consultation with Parent, shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, Holdings, Partnership, Merger Sub or the Equity Purchase Agreement, governing the validity of Forms of Election, the manner and extent Exchange Agent shall be under any obligation to which Elections are to be taken into account in making the determinations prescribed by this section and the manner of payment notify any Person of any Cash Considerationdefect in an Election Form.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials in such form as Parent shall specify and as shall be reasonably acceptable to the Company (the “Election Form”) shall be mailed together with the Proxy Statement and the Form S-4 or at such other time as the Company and Parent may agree (the “Mailing Date”) to each holder of record of Company Common Shares as of the close of business on the record date for notice of the Stockholders Meeting (the “Election Form Record Date”) and to each holder of Company Purchase Rights as of the Mailing Date. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (i) The the number of such holder’s Company will prepareCommon Shares and Company Purchase Rights Shares with respect to which such holder elects to receive the Per Share Stock Election Consideration, for use by (ii) the holders number of such holder’s Company Common Shares and Company Purchase Rights Shares with respect to which such holder elects to receive the Offering WarrantsPer Share Cash Consideration, a form or (iii) that such holder makes no election with respect to such holder’s Company Common Shares and Company Purchase Rights Shares (the “No Election Shares”). Any Company Common Shares and Company Purchase Rights Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form of Electionon or before 5:00 p.m., New York time, on the twentieth Business Day following the Mailing Date (or such other time and date as Parent and the Company shall agree) (the “Election Deadline”) pursuant (other than any Company Common Shares and Company Purchase Rights Shares that constitute Dissenting Shares as of such time) shall also be deemed to which each holder of Offering Warrants may make an be No Election between the Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holderShares. (iic) An Parent shall make available one or more Election will Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Company Common Shares or Company Purchase Rights Shares between the Election Form Record Date and the close of business on the Business Day prior to the Election Deadline, and the Company shall provide to the Exchange 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 and signed Election Form of by the Election (x) is Deadline. Any Election Form may be revoked or changed by the Person submitting such Election Form, by written notice received by the Company prior to the date and time of the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (such date, the “Election Date” and such meeting, the “Special Meeting”) or (y) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time Exchange Agent prior to the Election Date change such holder’s Deadline. In the event an Election if the Company receives (x) Form is revoked prior to the Election Date written notice Deadline, the Company Common Shares and Company Purchase Rights Shares represented by such Election Form shall Table of Contents become No Election Shares, except to the extent (if any) a subsequent election is properly made with respect to any or all of such change accompanied by a properly completed Form of Election or (y) at the Special Meeting a new, properly completed Form of ElectionCompany Common Shares and Company Purchase Rights Shares. The Company will have the right in its sole discretion Subject to permit changes in Elections after the Election Date. (iv) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option shall be deemed to have elected the Cash Option. (v) The Company will have the right to make rules, not inconsistent with the terms of this Agreement or and of the Equity Purchase Agreement, governing the validity of Forms of ElectionElection Form, the manner Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and extent to which Elections are disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. With respect to be taken into account in making any Election Form received by the determinations prescribed by this section Escrow Agent no later than three (3) Business Days prior to the Election Deadline, the Company, and the manner of payment Exchange Agent shall exercise reasonable diligence to notify any Person of any Cash Considerationdefect in such Election Form, and each such Person shall be permitted to correct any such defect or defects in the Election Form prior to the Election Deadline.

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, Section 2.1(a) (a “Holder”) shall have the right, subject to the limitations set forth in this Article 2 and except as otherwise may be agreed by such H▇▇▇▇▇ and Parent, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.5 (herein called an “Election”) (i) The the number of shares of Company will prepare, for use Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the holders number of the Offering Warrants, shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Parent and reasonably acceptable to Company (the “Form of Election”) pursuant ), so as to which each holder of Offering Warrants may permit Holders to exercise their right to make an Election between the Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option and shall make such form available to Company for all Offering Warrants held by such holderreview not less than five (5) business days prior to its first distribution to Holders. (c) 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 (as defined herein) to Holders of record as of the business day prior to such mailing date, and (ii) An following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election will 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 made 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 Old Certificates representing all certificated shares to which such Form of Election (x) is received relates or by the Company prior to the date and time an appropriate customary guarantee of the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (such date, the “Election Date” and such meeting, the “Special Meeting”) or (y) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time prior to the Election Date change such holder’s Election if the Company receives (x) prior to the Election Date written notice delivery of such change accompanied by a properly completed Form of Election or (y) at the Special Meeting a newOld Certificates, properly completed as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to two (2) business days preceding the closing date of the Merger. The Company will have parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the right in its sole discretion to permit changes in Elections after date of the Election Date. Deadline not more than fifteen (iv15) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option shall be deemed to have elected the Cash Option. business days prior to, and at least five (v5) The Company will have the right to make rules, not inconsistent with the terms of this Agreement or the Equity Purchase Agreement, governing the validity of Forms of Electionbusiness days prior to, the manner and extent to which Elections are to be taken into account in making the determinations prescribed by this section and the manner of payment of any Cash ConsiderationElection Deadline.

Election Procedures. (ia) The Promptly after the execution of this Agreement, Parent shall designate and appoint a bank or trust company reasonably acceptable to the Company will prepare, to act as exchange agent hereunder (the “Exchange Agent”) for use by the holders purpose of exchanging Certificates. (b) Parent shall prepare and file as an exhibit to the Offering Warrants, Parent Registration Statement (as hereinafter defined) a form of election, and other appropriate and customary transmittal materials, in such form and containing such provisions as Parent and the Company shall mutually agree (collectively, the “Form of Election”) pursuant to which each holder of Offering Warrants may make an Election between the Cash Option and the Earn-Out Share Option). In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holder. (ii) An Election will have been properly made only if a properly completed and signed The Form of Election (x) is received by the Company prior to the date and time of the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (such dateshall permit each Person who, the “Election Date” and such meeting, the “Special Meeting”) at or (y) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time prior to the Election Date change Deadline (as defined below), is a record holder (or, in the case of nominee record holders, the beneficial owner, through proper instructions and documentation) of any share of Company Common Stock (other than Excluded Shares) to specify (i) the number of such holder’s shares of Company Common Stock with respect to which such holder makes a Cash Election if and/or (ii) the number of such holder’s shares of Company receives (x) prior Common Stock with respect to which such holder makes a Stock Election. The Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Election Date written notice Certificates shall pass, only upon proper delivery of such change accompanied by a properly the completed Form of Election or (y) at and any Certificates to the Special Meeting a new, properly completed Form of ElectionExchange Agent. The Company will have shall mail the right in its sole discretion Form of Election to permit changes in Elections after all Persons who are record holders of shares of Company Common Stock as of the record date for the Company Shareholder Meeting and shall use 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 Shareholder Meeting and the Election Date. (iv) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option shall be deemed to have elected the Cash Option. (v) The Company will have the right to make rules, not inconsistent with the terms of Deadline. As used in this Agreement or the Equity Purchase Agreement, governing “Election Deadline” means 5:00 p.m., Eastern time, on the validity of Forms of Election, date that is two (2) Business Days immediately preceding the manner and extent to which Elections are to be taken into account in making Closing Date (or on such other date as the determinations prescribed by this section and the manner of payment of any Cash Considerationparties hereto mutually agree).

Election Procedures. Election forms and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofor representing shares of First Century Common Stock (“Certificates”) and any non-certificated shares of First Century Common Stock (“Book Entry Shares”) shall pass, only upon proper delivery of such Certificates or Book Entry Shares to an exchange agent designated by Summit (the “Exchange Agent”)) and acceptable to First Century in its reasonable discretion, in such form as Summit and First Century shall mutually agree (“Election Forms”) shall be mailed at least twenty (20) days prior to the anticipated Effective Date (the “Mailing Date”) to each holder of record of First Century Common Stock as of five (5) Business Days prior to the Mailing Date (“Election Form Record Date”). (a) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), subject to the allocation procedures of Section 2.2(e), either (i) The Company will prepareto elect to receive only Summit Common Stock with respect to such holder’s First Century Common Stock (“Stock Election Shares”); (ii) to elect to receive only cash with respect to such holder’s First Century Common Stock (“Cash Election Shares”); (iii) to elect to receive a combination of Summit Common Stock and cash with respect to such holder’s First Century Common Stock rounded, for use in each case, to the nearest whole share (“Mixed Election Shares”); or (iv) to indicate that such holder makes no election (“No Election Shares”). Subject to the allocation procedures of this Section 2.2, the Mixed Election Shares shall be divided by the holders of Exchange Agent into such portion (to be as closely as possible to 65.0% in the Offering Warrants, a form aggregate) with respect to which the holder shall receive Summit Common Stock (the “Form of ElectionMixed Stock Shares”) pursuant and such portion (to be approximately 35.0% in the aggregate) with respect to which each the holder shall receive cash (the “Mixed Cash Shares”) for the purposes of Offering Warrants allocating the Merger Consideration as specified below, it being the intention that, to the fullest extent possible, subject to all applicable constraints, all Mixed Election Shares shall receive the Merger Consideration without regard to the pro rata selection process set forth in Section 2.2(e) below. Any First Century Common Stock with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent an effective, properly completed Election Form on or before 5:00 p.m., Eastern time, on the fifteenth (15th) day following the Mailing Date (or such other time and date as Summit and First Century may mutually agree) (the “Election Deadline”) shall also be deemed to be “No Election Shares.” (b) Summit shall make an available up to two separate Election Forms, or such additional Election Forms as Summit in its sole discretion may permit, to all persons who become holders (or beneficial owners) of First Century Common Stock between the Cash Option Election Form Record Date and close of business on the Earn-Out Share OptionBusiness Day prior to the Election Deadline, and First Century shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. In making an Election, each holder First Century acknowledges that no deadlines for mailing Election Forms contained elsewhere in this Agreement shall be applicable to such shareholders and that the election requests of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holdershareholders need not be honored. (iic) An Election will Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed and signed Election Form of Election (x) is received by the Company prior to 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 date and time loss or destruction of such Certificates or the special meeting guaranteed delivery of warrantholders being held to approve Amendment No. 1 to this Agreement (such date, the “Election Date” and such meeting, the “Special Meeting”Certificates) or (y) is delivered to Book Entry Shares representing all shares of First Century Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Company Election Form. Any Election Form may be revoked or changed by the person submitting such Election Form at the Special Meeting. (iii) Any Offering Warrant holder may at any time or prior to the Election Date change Deadline. Following the Election Deadline, an Election Form may not be revoked or changed by the person submitting such holder’s Election if Form. In the Company receives (x) event an Election Form is revoked prior to the Election Date written notice Deadline, the shares of First Century Common Stock represented by such change accompanied by a properly completed Election Form of shall become No Election Shares and Summit shall cause the Certificates or (y) at Book Entry Shares to be promptly returned without charge to the Special Meeting a new, properly completed Form of Election. The Company will have the right in its sole discretion to permit changes in Elections after person submitting the Election Date. (iv) All holders of Offering Warrants Form upon written request to that do not make a valid effect from the person who submitted the Election for any Adjustment Option shall be deemed Form. Subject to have elected the Cash Option. (v) The Company will have the right to make rules, not inconsistent with the terms of this Agreement and of the Election Form, the Exchange Agent shall have the sole discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any decisions of the Exchange Agent regarding such matters shall be binding and conclusive. Neither Summit nor the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form. (d) Within five (5) Business Days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, Summit shall cause the Exchange Agent to effect the allocation among the holders of First Century Common Stock of rights to receive the Stock Consideration or the Equity Purchase Cash Consideration in the Merger in accordance with the Election Forms, subject to Section 2.2(e). (e) Notwithstanding any other provision contained in this Agreement, governing the validity total number of Forms shares of Election, the manner and extent to which Elections are First Century Common Stock to be taken converted into account in making the determinations prescribed by this section right to receive the Stock Consideration pursuant to Section 2.1 shall not be more than that number equal to 65.0% (as close as possible) of the Merger Consideration (the “Stock Conversion Number”) and the manner total Cash Consideration shall not be more than 35.0% of payment of any Cash the Merger Consideration.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of such Certificates to a bank or trust company designated by Parent and reasonably satisfactory to the Company (the "Exchange Agent")) in such form as the Company and Parent shall mutually agree (the "Election Form"), shall be mailed 30 days prior to the anticipated Effective Time or on such earlier date as Parent and the Company shall mutually agree (the "Mailing Date") to each holder of record of Company Common Stock as of five business days prior to the Mailing Date ("Election Form Record Date"); provided, however, that the Mailing Date shall not occur prior to the receipt of the shareholder approval contemplated by Section 8.1(a) hereof. Each Election Form shall permit a holder (or the beneficial owner through appropriate and customary documentation and instructions) of outstanding Company Common Stock to elect, subject to provisions of this Section 1.5, to receive, on a per share basis, with respect to such holder's Company Common Stock (i) The Company will prepare, for use by the holders of the Offering Warrants, a form cash (the “Form of Election”) pursuant shares as to which each holder of Offering Warrants may make an such election is made, the "Cash Election between the Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holder. Shares") or (ii) Parent Common Stock (shares as to which such election is made, the "Stock Election Shares"). Notwithstanding the foregoing, no holder of Company Common Stock may elect to receive Parent Common Stock pursuant to the election procedures provided herein with respect to fewer than 50 shares of Company Common Stock. To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City time, on the 20th day following the Mailing Date (or such other time and date as Parent and the Company may mutually agree) (the "Election Deadline") ; provided, however, that the Election Deadline may not occur on or after the Closing Date (as defined in Section 10.1 hereof). Parent shall make available up to two separate Election Forms, or such additional Election Forms as Parent may permit, to all persons who become holders (or beneficial owners) of Company Common Stock between the Election Form Record Date and close of business on the business day prior to the Election Deadline. The Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An Election will election shall have been properly made only if the Exchange Agent shall have actually received a properly completed and signed Election Form of Election (x) is received by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Company prior to Common Stock covered by such Election Form, together with duly executed transmittal materials included with the date and time of the special meeting of warrantholders being held to approve Amendment NoElection Form. 1 to this Agreement If a stockholder either (such datei) does not submit a properly completed Election Form in a timely fashion, the “Election Date” and such meeting, the “Special Meeting”) or (yii) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time revokes its Election Form prior to the Election Date change Deadline, the shares of Company Common Stock held by such holder’s stockholder shall be designated "No Election if Shares." Parent shall cause the Company receives Certificates described in clause (xii) prior of the preceding sentence to be promptly returned without charge to the Election Date written notice of such change accompanied by a properly completed Form of Election or (y) at the Special Meeting a new, properly completed Form of Election. The Company will have the right in its sole discretion to permit changes in Elections after person submitting the Election Date. (iv) All holders of Offering Warrants Form upon written request to that do not make a valid effect from the person who submitted the Election for any Adjustment Option shall be deemed Form. Subject to have elected the Cash Option. (v) The Company will have the right to make rules, not inconsistent with the terms of this Agreement or and of the Equity Purchase Agreement, governing the validity of Forms of ElectionElection Form, the manner Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and extent to which Elections are disregard immaterial defects in any Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. Neither Parent nor the Exchange Agent shall be under any obligation to be taken into account in making the determinations prescribed by this section and the manner of payment notify any person of any defect in an Election Form. (b) The "Cash Election Amount" shall be equal to the Per Share Consideration multiplied by the total number of Cash Election Shares. Within five business days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, Parent shall cause the Exchange Agent to effect the allocation among the holders of Company Common Stock of rights to receive Parent Common Stock or cash in the Merger in accordance with the Election Forms as follows: (i) If the Aggregate Cash Consideration is greater than the Cash Election Amount, then (A) all Cash Election Shares shall be converted into the right to receive an amount of cash equal to the Per Share Consideration, (B) the Exchange Agent will select, on a pro rata basis, first from among the holders of No Election Shares and then, if necessary, from among the holders of Stock Election Shares, a sufficient number of such shares ("Cash Designee Shares") such that the sum of Cash Designee Shares and Cash Election Shares multiplied by the Per Share Consideration equals as closely as practicable the Aggregate Cash Consideration (the Cash Designee Shares shall be converted into the right to receive an amount of cash equal to the Per Share Consideration), and (C) any Stock Election Shares and any No Election Shares, in each case, not so selected as Cash Designee Shares shall be converted into the right to receive Parent Common Stock at the Final Exchange Ratio.

Election Procedures. (i) The Each holder of record of shares of Company will prepareCommon Stock, for use by the holders of the Offering Company Series A Warrants, Company SARs or Company Options to be converted into the right to receive the Merger Consideration in accordance with, and subject to, 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 the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.9 (herein called a “Cash Election” “) the number of shares of Company Common Stock owned by such Holder (or underlying the Company Series A Warrant, Company SARs or Company Option, as applicable) with respect to which such Holder desires to make a Cash Election. Holders of record of Company Common Stock who hold such Company Common Stock as nominees, trustees or in other representative capacities may submit a separate Form of Election on or before the Election Deadline with respect to each beneficial owner for whom such nominee, trustee or representative holds such Company Common Stock. Any Holder who makes a Cash Election shall be required to waive all appraisal rights in connection with making such Cash Election. (b) Parent shall prepare a form of election reasonably acceptable to the Company, including appropriate and customary transmittal materials in such form as prepared by Parent and reasonably acceptable to the Company, in accordance with the terms of this Agreement (the “Form of Election”) pursuant ), so as to which each holder of Offering Warrants may permit Holders to exercise their right to make an Election between the Cash Option and the Earn-Out Share Option. In making an Election, and (i) shall direct the Exchange Agent to mail or transmit in electronic form the Form of Election within 5 Business Days (or such later date agreed by the Company and Parent) after the date of engagement of the Exchange Agent, to the record holders of Company Common Stock as of the date hereof, and (ii) following such date, shall use reasonable best efforts to make available as promptly as practicable a Form of Election to any stockholder, warrantholder, or optionholder who requests such Form of Election prior to the Election Deadline, which Form of Election shall be used by each record holder of Offering Warrants must elect shares of Company Common Stock who wishes to make an Election. The time period between such mailing date and the same Adjustment Option for all Offering Warrants held by such holderElection Deadline is referred to herein as the “Election Period”. (iic) An Any Election will shall have been made properly made 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 (xElection) is received by any additional documents specified in the Company prior to procedures set forth in the date and time of the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (such date, the “Election Date” and such meeting, the “Special Meeting”) or (y) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time prior to the Election Date change such holder’s Election if the Company receives (x) prior to the Election Date written notice of such change accompanied by a properly completed Form of Election or (y) at the Special Meeting a new, properly completed Form of Election. The Company will have As used herein, unless otherwise agreed in advance by the right parties, “Election Deadline” means 5:00 p.m. local time (in its sole discretion to permit changes the city in Elections after which the Election principal office of the Exchange Agent is located) on the earliest practicable date which the parties shall agree, but in any event, no less than 10 Business Days preceding the Closing Date. (iv) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option shall be deemed to have elected the Cash Option. (v) The Company will have the right to make rules, not inconsistent with the terms of this Agreement or the Equity Purchase Agreement, governing the validity of Forms of Election, the manner and extent to which Elections are to be taken into account in making the determinations prescribed by this section and the manner of payment of any Cash Consideration.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of such Certificates to a bank or trust company designated by Parent and reasonably satisfactory to the Company (the "Exchange Agent")) in such form as the Company and Parent shall mutually agree (the "Election Form"), shall be mailed 30 days prior to the anticipated Effective Time or on such earlier date as Parent and the Company shall mutually agree (the "Mailing Date") to each holder of record of Company Common Stock as of five business days prior to the Mailing Date ("Election Form Record Date"); provided, however, that the Mailing Date shall not occur prior to the receipt of the shareholder approval contemplated by Section 8.1(a) hereof. Each Election Form shall permit a holder (or the beneficial owner through appropriate and customary documentation and instructions) of outstanding Company Common Stock to elect, subject to provisions of this Section 1.5, to receive, on a per share basis, with respect to such holder's Company Common Stock (i) The Company will prepare, for use by the holders of the Offering Warrants, a form cash (the “Form of Election”) pursuant shares as to which each holder of Offering Warrants may make an such election is made, the "Cash Election between the Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holder. Shares") or (ii) Parent Common Stock (shares as to which such election is made, the "Stock Election Shares"). Notwithstanding the foregoing, no holder of Company Common Stock may elect to receive Parent Common Stock pursuant to the election procedures provided herein with respect to fewer than 50 shares of Company Common Stock. To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City time, on the 20th day following the Mailing Date (or such other time and date as Parent and the Company may mutually agree) (the "Election Deadline") ; provided, however, that the Election Deadline may not occur on or after the Closing Date (as defined in Section 10.1 hereof). Parent shall make available up to two separate Election Forms, or such additional Election Forms as Parent may permit, to all persons who become holders (or beneficial owners) of Company Common Stock between the Election Form Record Date and close of business on the business day prior to the Election Deadline. The Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An Election will election shall have been properly made only if the Exchange Agent shall have actually received a properly completed and signed Election Form of Election (x) is received by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Company prior to Common Stock covered by such Election Form, together with duly executed transmittal materials included with the date and time of the special meeting of warrantholders being held to approve Amendment NoElection Form. 1 to this Agreement If a stockholder either (such datei) does not submit a properly completed Election Form in a timely fashion, the “Election Date” and such meeting, the “Special Meeting”) or (yii) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time revokes its Election Form prior to the Election Date change Deadline, the shares of Company Common Stock held by such holder’s stockholder shall be designated "No Election if Shares." Parent shall cause the Company receives Certificates described in clause (xii) prior of the preceding sentence to be promptly returned without charge to the Election Date written notice of such change accompanied by a properly completed Form of Election or (y) at the Special Meeting a new, properly completed Form of Election. The Company will have the right in its sole discretion to permit changes in Elections after person submitting the Election Date. (iv) All holders of Offering Warrants Form upon written request to that do not make a valid effect from the person who submitted the Election for any Adjustment Option shall be deemed Form. Subject to have elected the Cash Option. (v) The Company will have the right to make rules, not inconsistent with the terms of this Agreement or and of the Equity Purchase Agreement, governing the validity of Forms of ElectionElection Form, the manner Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and extent to which Elections are disregard immaterial defects in any Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. Neither Parent nor the Exchange Agent shall be under any obligation to be taken into account in making the determinations prescribed by this section and the manner of payment notify any person of any defect in an Election Form. (b) The "Cash Consideration.Election Amount" shall be equal to the Per Share Consideration multiplied by the total number of Cash Election Shares. Within five business days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, Parent shall cause the Exchange Agent to effect the allocation among the holders of Company Common Stock of rights to receive Parent Common Stock or cash in the Merger in accordance with the Election Forms as follows:

Election Procedures. (a) Not less than thirty (30) days prior to the anticipated Effective Time or on such other date as Parent and the Company mutually agree in writing (the “Mailing Date”), the Company shall cause to be mailed an election form and other appropriate and customary transmittal materials, in such form as the Company shall reasonably specify and as shall be reasonably acceptable to Parent (the “Election Form”), to each record holder of Company Common Stock (other than shares held in the treasury of the Company or owned by Parent, Merger Sub Inc., Merger Sub LLC or any other wholly-owned Subsidiary of Parent) as of a date that is five (5) Business Days prior to the Mailing Date or such other date as mutually agreed to in writing by Parent and the Company. (b) Each Election Form shall permit the holder (or the beneficial owner through customary documentation and instructions) of Company Common Stock to specify (i) The the number of shares of Company will prepareCommon Stock with respect to which such holder elects to receive the Mixed Consideration, for use by (ii) the holders number of shares of Company Common Stock with respect to which such holder elects to receive the Offering WarrantsStock Consideration, (iii) the number of shares of Company Common Stock with respect to which such holder elects to receive the Cash Consideration or (iv) that such holder makes no election with respect to such holder’s shares of Company Common Stock. Any shares of Company Common Stock with respect to which the Exchange Agent does not receive a form properly completed Election Form during the period (the “Form of ElectionElection Period”) pursuant from the Mailing Date to which each holder of Offering Warrants may make an Election between 5:00 p.m., Central Time, on the Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holder. Business Day that is five (ii5) An Election will have been properly made only if a properly completed and signed Form of Election (x) is received by the Company Business Days prior to the Closing Date or such other date as Parent and time of the special meeting of warrantholders being held Company shall, prior to approve Amendment No. 1 to this Agreement the Closing, mutually agree in writing (such date, the “Election Date” and such meeting, the “Special MeetingDeadline”) or (y) is delivered shall be deemed to be No Election Shares. Parent and the Company shall publicly announce the anticipated Election Deadline at the Special Meeting. least five (iii5) Any Offering Warrant holder may at any time Business Days prior to the Election Deadline. If the Closing Date change such holder’s is delayed to a subsequent date, the Election if Deadline shall be similarly delayed to a subsequent date, and Parent and the Company receives (x) prior shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. For the purposes of this Agreement, “No Election Share” means each share of Company Common Stock for which no election to the Election Date written notice of such change accompanied by a receive Mixed Consideration, Cash Consideration or Stock Consideration has been properly completed Form of Election or (y) at the Special Meeting a new, properly completed Form of Election. The Company will have the right made in its sole discretion to permit changes in Elections after the Election Date. (iv) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option shall be deemed to have elected the Cash Option. (v) The Company will have the right to make rules, not inconsistent accordance with the terms of this Agreement Section 2.2 or for which such election has been properly revoked in accordance with the Equity Purchase Agreement, governing the validity terms of Forms of Election, the manner and extent to which Elections are to be taken into account in making the determinations prescribed by this section and the manner of payment of any Cash ConsiderationSection 2.2.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock or Company OpCo Units, as applicable, shall pass, only upon proper delivery of such Certificates to the Exchange Agent) in such form as the Company shall reasonably specify and as shall be reasonably acceptable to Parent (the “Election Form”) shall be mailed no less than 30 days prior to the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) to each holder of record of Company Common Stock and Company OpCo Units as of the close of business on the third business day prior to the Mailing Date or such other date as mutually agreed to by Parent and the Company (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (i) The the number of shares of such holder’s Company will prepareClass A Common Stock or Company OpCo Stapled Units, for use by as applicable, with respect to which such holder makes a Mixed Election; (ii) the number of shares of such holder’s Company Class A Common Stock or Company OpCo Stapled Units, as applicable, with respect to which such holder makes a Cash Election; and (iii) the number of shares of such holder’s Company Class A Common Stock or Company OpCo Stapled Units, as applicable, with respect to which such holder makes a Common Unit Election. Any shares of Company Class A Common Stock or Company OpCo Stapled Units with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the fifth business day prior to the anticipated Closing Date (or such other time and date as Parent and the Company shall agree) (the “Election Deadline”) (other than Cancelled Shares and Subsidiary Shares or any shares of Company Common Stock that constitute Dissenting Shares at such time) shall be deemed to be “No Election Securities,” and the holders of the Offering Warrants, such No Election Securities shall be deemed to have made a form (the “Form of Election”) pursuant Common Unit Election with respect to which each holder of Offering Warrants may make an such No Election between the Cash Option Securities. Parent and the Earn-Out Share OptionCompany shall publicly announce the anticipated Election Deadline at least five business days prior to the Election Deadline. In making an ElectionIf the Closing Date is delayed to a subsequent date, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such holderdelay and, when determined, the rescheduled Election Deadline. (iic) An The Company shall make available one or more Election will Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Company Class A Common Stock or Company OpCo Stapled Units between the Election Form Record Date and the close of business on the business day prior to the Election Deadline, and the Parties shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any election made pursuant to this Section 2.7 shall have been properly made only if the Exchange Agent shall have actually received a properly completed and signed Election Form of Election (x) is received by the Election Deadline. After a Mixed Election, Cash Election or a Common Unit Election is validly made with respect to any shares of Company prior to the date and time Class A Common Stock or Company OpCo Stapled Units, any subsequent transfer of the special meeting such shares of warrantholders being held to approve Amendment No. 1 to this Agreement Company Class A Common Stock or Company OpCo Stapled Units, as applicable, shall (such date, the “Election Date” and such meeting, the “Special Meeting”) or (y) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time prior to the Election Date change such holder’s Election if the Company receives (x1) prior to the Election Date Deadline, automatically revoke such election or (2) following the Election Deadline, not change the election made with respect to such shares of Company Class A Common Stock or Company OpCo Stapled Units as of the Election Deadline. 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 Class A Common Stock and Company OpCo Stapled Units represented by such Election Form shall become No Election Securities, except to the extent a subsequent election is properly made with respect to any or all of such change accompanied by a properly completed Form shares of Election Company Class A Common Stock or (y) at the Special Meeting a newCompany OpCo Stapled Units, properly completed Form of Election. The Company will have the right in its sole discretion as applicable, prior to permit changes in Elections after the Election Date. (iv) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option shall be deemed Deadline. Subject to have elected the Cash Option. (v) The Company will have the right to make rules, not inconsistent with the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good-faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company or the Equity Purchase Agreement, governing the validity of Forms of Election, the manner and extent Exchange Agent shall be under any obligation to which Elections are to be taken into account in making the determinations prescribed by this section and the manner of payment notify any person of any Cash Considerationdefect in an Election Form.

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 2, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.2 (an “Election”) the number (and identification) of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make (i) The Company will preparea Stock Election or (ii) a Cash Election; provided, for use by the holders of the Offering Warrantshowever, a Holder may make a Cash Election and/or Stock Election with regard to some of such Holder's shares of Company Common Stock and not make either election with regard to the balance of such shares. (b) The Parent shall prepare a form reasonably acceptable to the Company (the “Form of Election”) pursuant which shall be mailed to which each holder of Offering Warrants may the Company's shareholders entitled to vote at the Company Shareholders Meeting so as to permit the Company's shareholders to exercise their right to make an Election between prior to the Cash Option Election Deadline and to surrender their certificates in exchange for the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holderMerger Consideration. (iic) An The Parent shall make the Form of Election will initially available at the time that the Proxy Statement (as defined herein) is made available to the shareholders of the Company, to such shareholders, and shall use commercially reasonable efforts to make available as promptly as possible a Form of Election to any shareholder of the Company who requests such Form of Election following the initial mailing of the Forms 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. (d) Any Election shall have been made properly made only if 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, two Business Days (as defined herein) prior to the Company Shareholders Meeting (the “Election Deadline”), a Form of Election properly completed and signed and accompanied by certificates for the shares of Company Common Stock (the “Certificates”) to which such Form of Election (x) is received relates or by a customary guarantee of delivery of such Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the Company prior to the date and time of the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (United States; provided, that such date, the “Election Date” and such meeting, the “Special Meeting”) or (y) is Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Common Stock covered by a guarantee of delivery within the time set forth in such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by the Parent, in its sole discretion. The Company and the Parent shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen Business Days before, and at least five Business Days before, the Special MeetingElection Deadline. (iiie) Any Offering Warrant holder may Holder may, at any time prior to the Election Date Deadline, change such holder’s his, her or its Election if by written notice received by the Company receives (x) Exchange Agent prior to the Election Date written notice of such change Deadline accompanied by a properly completed Form of Election or (y) at the Special Meeting a newand signed, properly completed revised Form of Election. The Company will have If the right Parent shall determine in its sole reasonable discretion that any Election is not properly made with respect to permit changes in Elections after the any shares of Company Common Stock, such Election Date. (iv) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option shall be deemed to have elected be not in effect, and the Cash Optionshares of Company Common Stock covered by such Election shall be deemed to be Non-Election Shares, unless a proper Election is thereafter timely made. (vf) 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 terminated in accordance with Article 7. The Company will Parent shall have the right to make rulesall determinations, not inconsistent with the terms of this Agreement or the Equity Purchase Agreement, governing (i) the validity of the Forms of Election, Election and compliance by any Holder with the Election procedures in this Article 2 and (ii) the manner and extent to which Elections are to be taken into in to account in making the determinations determination prescribed by this section Section 2.3; provided, however, the Parent shall promptly notify in writing any Company shareholder if the Parent determines that such shareholder's Form of Election is invalid and shall include in such notice the manner of payment of any Cash Considerationreasons for such determination.

Election Procedures. Each holder of record of shares of Company Common Stock to be converted into the right to receive the Merger Consideration in accordance with, and subject to, Section 3.1 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) The Each Holder may specify in a request made in accordance with the provisions of this Section 3.2(a) (herein called an “Election”) (A) the number of shares of Company will prepare, for use Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and (B) the holders number of the Offering Warrants, 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”) pursuant ), so as to which each holder of Offering Warrants may permit Holders to exercise their right to make an Election between the Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holder. (ii) An Election will have been properly made only if a properly completed and signed Form of Election (x) is received by the Company prior to the date and time of the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (such date, the “Election Date” and such meeting, the “Special Meeting”) or (y) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at Parent and the Company (A) 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 fifth (5th) Business Day prior to such mailing date, and (B) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any time shareholder who requests such Form of Election prior to the Election Date change Deadline. The time period between such holder’s 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 shall have received, during the Election Period, a Form of Election properly completed and executed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by 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 is five (5) Business Days prior to Parent’s good faith estimate of the Closing Date or such other date as may be mutually agreed to by the Parties. The Company receives and Parent shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline at least three (x3) Business Days prior to the Election Date written notice of such change accompanied by a properly completed Form of Election or (y) at the Special Meeting a new, properly completed Form of Election. The Company will have the right in its sole discretion to permit changes in Elections after the Election DateDeadline. (iv) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option shall be deemed to have elected the Cash Option. (v) The Company will have the right to make rules, not inconsistent with the terms of this Agreement or the Equity Purchase Agreement, governing the validity of Forms of Election, the manner and extent to which Elections are to be taken into account in making the determinations prescribed by this section and the manner of payment of any Cash Consideration.

Election Procedures. (i) The Not less than 30 days prior to the anticipated Effective Time, an election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to any certificate (a “Certificate”) theretofore representing shares of Company will prepareCommon Stock or non-certificated shares represented by book entry (“Book Entry Shares”) shall pass, for use by only upon proper delivery of such Certificates or Book Entry Shares, respectively, to the holders of Exchange Agent), in such form as Parent shall specify and as shall be reasonably acceptable to the Offering Warrants, a form Company (the “Form of ElectionElection Form”), shall be mailed at such time as the Company and Parent may agree (the “Mailing Date”) pursuant to which each holder of Offering Warrants may make an record of shares of Company Common Stock as of the close of business on the record date for notice of the Company Stockholder Meeting (the “Election between the Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holderForm Record Date”). (ii) An Each Election will Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of any Excluded Shares or any Appraisal Shares, to specify (i) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Mixed Consideration, (ii) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Stock Election Consideration, (iii) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Cash Election Consideration, or (iv) that such holder makes no election with respect to such holder’s Company Common Stock (“Non-Election Shares”). Any Company Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the 20th day following the Mailing Date (or such other time and date as the Company and Parent shall agree) (the “Election Deadline”) (other than any shares of Company Common Stock that constitute Appraisal Shares as of such time) shall also be deemed to be Non-Election Shares. (iii) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Company Common Stock between the Election Form Record Date and the close of business on the Business Day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (iv) Any election shall have been properly made only if the Exchange Agent shall have received a properly completed and signed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only (A) if accompanied by one or more Certificates (or customary affidavits and, if required by Parent or the Surviving Entity, the posting by such Person of a bond, in such reasonable amount as the Surviving Entity may direct, as indemnity against any claim that may be made against it with respect to such Certificate) and/or (B) upon receipt of an “agent’s message” by the Exchange Agent or such other evidence of transfer of Book Entry Shares to the Exchange Agent as the Exchange Agent may reasonably request, collectively representing all shares of Company Common Stock covered by such Election (x) is 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 Company prior to the date and time of the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (such date, the “Election Date” and such meeting, the “Special Meeting”) or (y) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time Exchange Agent prior to the Election Date change such holder’s Deadline. In the event an Election if the Company receives (x) Form is revoked prior to the Election Date Deadline, the shares of Company Common Stock represented by such Election Form shall become Non-Election Shares and Parent shall cause the Certificates representing such shares of Company Common Stock or Book Entry Shares to be promptly returned without charge to the Person submitting the Election Form upon written notice request to that effect from the holder who submitted the Election Form, except to the extent (if any) a subsequent election is properly made with respect to any or all of such change accompanied by a properly completed Form shares of Election or (y) at the Special Meeting a new, properly completed Form of ElectionCompany Common Stock. The Company will have the right in its sole discretion Subject to permit changes in Elections after the Election Date. (iv) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option shall be deemed to have elected the Cash Option. (v) The Company will have the right to make rules, not inconsistent with the terms of this Agreement and of the Election Form, Parent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of Parent (or the Equity Purchase AgreementExchange Agent, governing if so empowered) regarding such matters shall be binding and conclusive. None of Parent, Merger Sub or the validity of Forms of Election, the manner and extent Exchange Agent shall be under any obligation to which Elections are to be taken into account in making the determinations prescribed by this section and the manner of payment notify any Person of any Cash Considerationdefect in an Election Form.

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, Section 1.05(a) (a “Holder”) shall have the right, subject to the limitations set forth in this Article 2 and except as otherwise may be agreed by such holder and Parent, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.02 (herein called an “Election”) (i) The the number of shares of Company will prepare, for use Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the holders number of the Offering Warrants, shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Parent and reasonably acceptable to Company (the “Form of Election”) pursuant ), so as to which each holder of Offering Warrants may permit Holders to exercise their right to make an Election between the Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option and shall make such form available to Company for all Offering Warrants held by such holderreview not less than five (5) business days prior to its first distribution to Holders. (c) 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) An following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election will 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 made 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 Old Certificates representing all certificated shares to which such Form of Election (x) is received relates or by the Company prior to the date and time an appropriate customary guarantee of the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (such date, the “Election Date” and such meeting, the “Special Meeting”) or (y) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time prior to the Election Date change such holder’s Election if the Company receives (x) prior to the Election Date written notice delivery of such change accompanied by a properly completed Form of Election or (y) at the Special Meeting a newOld Certificates, properly completed as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to two (2) business days preceding the Closing Date. The Company will have parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the right in its sole discretion to permit changes in Elections after date of the Election Date. Deadline not more than fifteen (iv15) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option shall be deemed to have elected the Cash Option. business days before, and at least five (v5) The Company will have the right to make rules, not inconsistent with the terms of this Agreement or the Equity Purchase Agreement, governing the validity of Forms of Electionbusiness days prior to, the manner and extent to which Elections are to be taken into account in making the determinations prescribed by this section and the manner of payment of any Cash ConsiderationElection Deadline.

Election Procedures. (ia) The Each Person who is a record holder of shares of Company will prepare, for use by Common Stock (other than Excluded Shares) as of immediately prior to the holders First Effective Time shall be entitled to specify the number of such holder’s shares of Company Common Stock with respect to which such holder makes a Cash Election or a Stock Election in accordance with (and subject to) this Section 2.05. (b) Parent shall prepare and file as an exhibit to the Offering Warrants, Form F-4 a form of election in form and substance reasonably acceptable to the Company (the “Form of Election”). At least twenty (20) pursuant Business Days prior to which the anticipated First Effective Time (the “Mailing Date”), Parent shall instruct the Exchange Agent to mail the Form of Election with the Proxy Statement/Prospectus to all Persons who are record holders of shares of Company Common Stock as of five (5) Business Days prior to the Mailing Date. The Form of Election shall be used by each record holder of Offering Warrants may shares of Company Common Stock (or, in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to make an a Cash Election between or a Stock Election. In the event that a holder fails to make a Cash Option Election or a Stock Election with respect to shares of Company Common Stock held or beneficially owned by such holder by the Election Deadline, then such holder shall be deemed to have made a Stock Election with respect to such shares (each such share, a “Non-Electing Company Share”). During the period from the mailing of the Form of Election and the Earn-Out Share Option. In making an ElectionElection Deadline, each holder Parent shall use its reasonable best efforts to make the Form of Offering Warrants must elect Election available to all Persons who become at or prior to the same Adjustment Option for all Offering Warrants held by such holderElection Deadline (or who are expected to become at or prior to the Election Deadline) record holders of shares of Company Common Stock. (iic) An Election will 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 the date that is three (3) Business Days preceding the Closing Date (the “Election Deadline”), a Form of Election properly completed and signed and accompanied by 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 (but, for the avoidance of doubt, excluding any Non-Electing Company Shares), 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 pursuant to Section 2.05(e) and any procedures set forth in the Form of Election. (d) Parent and the Company shall publicly announce the anticipated Election Deadline at least five (5) Business Days prior to the anticipated Election Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (e) Any Cash Election or Stock Election may be revoked with respect to all or a portion of the shares of Company Common Stock subject thereto by the holder who submitted the applicable Form of Election (x) is by written notice received by the Company prior to the date and time of the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (such date, the “Election Date” and such meeting, the “Special Meeting”) or (y) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time Exchange Agent prior to the Election Date change such holder’s Election Deadline. In addition, all Cash Elections and Stock Elections shall automatically be revoked if the Company receives (x) prior to the Election Date written notice of such change accompanied by this Agreement is terminated in accordance with Article X. If a properly completed Form of Cash Election or (yStock Election is revoked, the shares of Company Common Stock as to which such election previously applied shall be treated as Stock Electing Shares in accordance with Section 2.05(a) at unless a new election is submitted by the Special Meeting a new, properly completed Form of Election. The Company will have holder within the right in its sole discretion period during which elections are permitted to permit changes in Elections after the Election Datebe made pursuant to Section 2.05(d). (ivf) All holders The determination of Offering Warrants the Exchange Agent (or the reasonable determination of Parent, in the event that do not the Exchange Agent declines to make a valid Election for any Adjustment Option such determination) shall be deemed conclusive and binding as to whether or not Cash Elections and/or Stock Elections shall have elected been properly made or revoked pursuant to this Section 2.05 and as to when Cash Elections, Stock Elections and/or revocations were received by the Exchange Agent. The Exchange Agent (or Parent, acting reasonably, in the event that the Exchange Agent declines to make the following computation) shall also make all computations contemplated by Section 2.03(a), and absent manifest error this computation shall be conclusive and binding. The Exchange Agent may, with the written agreement of Parent (subject in each case to the consent of the Company, which shall not be unreasonably withheld, delayed or conditioned), make any rules as are consistent with this Section 2.05 for the implementation of the Cash OptionElections and Stock Elections provided for in this Agreement as shall be necessary or desirable to effect these Cash Elections and Stock Elections. (vg) The Without limitation of Section 8.03, each of Parent and the Company will have the right to make rules, not inconsistent with the terms of shall solicit Cash Elections and Stock Elections under this Agreement in compliance with, and shall make any and all filings that are necessary or advisable under, all applicable rules and regulations of the Equity Purchase Agreement, governing the validity of Forms of Election, the manner and extent to which Elections are to be taken into account in making the determinations prescribed by this section and the manner of payment of any Cash ConsiderationSEC.

Election Procedures. (i) The Company will prepare, for use by the holders of the Offering Warrants, a An election form (the “Election Form”), including a letter of transmittal and related instructions, which Election Form of Electionand such other documents shall be in the form as Parent and the Company shall reasonably agree prior to the Election Form Record Date, shall be initially mailed not less than twenty (20) Business Days prior to the anticipated Election Deadline or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) pursuant to which (x) each holder of Offering Warrants may make an Election between record of Company Common Stock as of the Cash Option close of business on the fifth (5th) Business Day prior to the Mailing Date or on such other date as Parent and the Earn-Out Share Option. In making an Election, Company shall mutually agree (the “Election Form Record Date”) and (y) each holder of Offering Company Warrants must elect that would hold shares of Company Common Stock immediately prior to the same Adjustment Option for all Offering Warrants held by such holderFirst Effective Time in accordance with the Warrant Amendment Agreements (each holder referred to in (x) and (y), a “Holder”). (ii) An Election will have been properly made only if a properly completed Parent and signed Form of Election (x) is received by the Company shall make available, or cause to be made available, one or more Election Forms (and other related documents) as may reasonably be requested from time to time by all Persons who become record holders of Company Common Stock between the Election Form Record Date and the close of business on the Business Day prior to the date Election Deadline, and time of the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (such date, the “Election Date” and such meeting, the “Special Meeting”) or (y) is delivered Company shall provide to the Company at the Special MeetingExchange Agent all information reasonably necessary for it to perform as specified herein. (iii) Any Offering Each Election Form shall permit the Holder to specify the number of shares of such Holder’s Company Common Stock or the number of Warrant holder may at any time prior Notional Common Shares (or, in the case of Holders of Company Warrants, the percentage of such Warrant Notional Common Shares), as applicable, with respect to the Election Date change which such holder’s Election if the Company receives Holder makes (x) prior to the Election Date written notice of such change accompanied by a properly completed Form of Cash Election or (y) at the Special Meeting a new, properly completed Form of Stock Election. The Company will have the right in its sole discretion to permit changes in Elections after the Election Date. (iv) All holders Any shares of Offering Warrants Company Common Stock (other than any Canceled Shares) and any Warrant Notional Common Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m. (New York City time) on the date that do not make a valid is three (3) Business Days prior to the Closing Date (or such other time and date as Parent and the Company shall mutually agree) (the “Election for any Adjustment Option Deadline”) shall be deemed to be No Election Shares and the Holders of such No Election Shares shall be deemed to have elected made a Stock Election with respect to such No Election Shares. The Company and Parent shall cooperate to issue a joint press release reasonably satisfactory to each of them announcing the Cash Optiondate of the Election Deadline at least five (5) Business Days prior to the Election Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (v) The Any election shall have been effective only if the Exchange Agent shall have actually received a properly completed Election Form (including any required letter of transmittal and other documents required by the Election Form, as applicable) by the Election Deadline. Any Election Form may be revoked or changed by the authorized Person properly submitting such Election Form, by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company will have Common Stock or Warrant Notional Common Shares, as applicable, represented by such Election Form shall become No Election Shares, except to the right extent a subsequent election is properly made with respect to make rulesany or all of such shares of Company Common Stock or such Warrant Notional Common Shares, not inconsistent as applicable, prior to the Election Deadline. All elections shall be automatically deemed revoked upon receipt by the Exchange Agent of written notification from the parties that this Agreement has been terminated in accordance with the terms hereof. If an election is revoked, any Certificates and other documents received by the Exchange Agent shall be promptly returned to the stockholder submitting the same to the Exchange Agent. (vi) Subject to the terms of this Agreement or and of the Equity Purchase Agreement, governing the validity of Forms of ElectionElection Form, the manner Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and extent to which Elections are disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company, the Exchange Agent or any other Person shall be under any obligation to be taken into account in making the determinations prescribed by this section and the manner of payment notify any Person of any defect in an Election Form. (vii) As promptly as practicable following the First Effective Time, and in no event later than the third (3rd) Business Day thereafter, the Exchange Agent shall make all computations contemplated by Section 3.1(a)(ii). (viii) The Company and Parent shall solicit Cash ConsiderationElections and Stock Elections under this Agreement in compliance with, and shall make any and all filings that are necessary or advisable under, all applicable rules and regulations of the SEC.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Certificates or Book-Entry Shares to the Exchange Agent (as defined below)) in such form as Parent and the Company shall mutually agree (the “Election Form”) shall be mailed 35 days prior to the anticipated Effective Date or on such other date as the Company and Parent shall mutually agree (the “Mailing Date”) to each holder of record of Company Common Stock as of the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to specify (i) The the number of shares of such holder’s Company will prepareCommon Stock with respect to which such holder elects to receive the Per Share Stock Consideration (“Stock Election Shares”), for use by (ii) the holders number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Offering WarrantsPer Share Cash Consideration (“Cash Election Shares”), a form or (iii) that such holder makes no election with respect to such holder’s Company Common Stock (“No Election Shares”). Any Company Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., on the 33rd day following the Mailing Date (or such other time and date as Parent and the Company may mutually agree) (the “Form of ElectionElection Deadline”) pursuant shall also be deemed to which each holder 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 Offering Warrants may make an Election Company Common Stock between the Cash Option Election Form Record Date and the Earn-Out Share Option. In making an Electionclose of business on the business day prior to the Election Deadline, each holder of Offering Warrants must elect and the same Adjustment Option Company shall provide to the Exchange Agent all information reasonably necessary for all Offering Warrants held by such holderit to perform as specified herein. (iid) An Election will Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed and signed Election Form of Election (x) is received by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates or evidence of Book-Entry Shares (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such certificates) representing all shares of Company prior to Common Stock covered by such Election Form, together with duly executed transmittal materials included in the date and time of Election Form. Any Election Form may be revoked or changed by the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (person submitting such date, the “Election Date” and such meeting, the “Special Meeting”) Form at or (y) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time prior to the Election Date change such holder’s Deadline. In the event an Election if the Company receives (x) Form is revoked prior to the Election Date written notice of such change accompanied by a properly completed Deadline and no new Election Form of Election or (y) at the Special Meeting a new, properly completed Form of Election. The Company will have the right in its sole discretion is subsequently submitted prior to permit changes in Elections after the Election Date. (iv) All holders Deadline, the shares of Offering Warrants Company Common Stock represented by such Election Form shall become No Election Shares and Parent shall cause the Certificates representing such Company Common Stock to be promptly returned without charge to the person submitting the Election Form upon written request to that do not make a valid effect from the holder who submitted the Election for any Adjustment Option shall be deemed Form. Subject to have elected the Cash Option. (v) The Company will have the right to make rules, not inconsistent with the terms of this Agreement or and of the Equity Purchase Agreement, governing the validity of Forms of ElectionElection Form, the manner Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and extent to which Elections are disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent as to such matters shall be taken into account in making binding and conclusive. Neither Parent nor the determinations prescribed by this section and the manner of payment Exchange Agent shall be under any obligation to notify any person of any Cash Considerationdefect in an Election Form. (e) Within ten business days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, Parent shall cause the Exchange Agent to effect the allocation among the holders of Company Common Stock of rights to receive Parent Common Stock or cash in the Merger in accordance with the Election Forms as follows:

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of such Certificates to a bank or trust company designated by Investor and reasonably satisfactory to the Company (the “Exchange Agent”)) in such form as the Company and Investor shall mutually agree (the “Election Form”), shall be mailed no later than fifteen Business Days prior to the anticipated Election Deadline (the “Mailing Date”) to each holder of record of Company Common Stock. Subject to Section 2.1(c), 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 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”). A record holder acting in different capacities or acting on behalf of other Persons (as defined in Section 9.2(a)) in any way will be entitled to submit an Election Form for each capacity in which such record holder so acts with respect to each Person for which it so acts. Shares of Company Common Stock as to which a Cash Election has been made are referred to herein as “Cash Election Shares.” Shares of Company Common Stock as to which a Stock Election has been made are referred to herein as “Stock Election Shares.” Shares of Company Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Company will prepareCommon Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.” (b) To be effective, for use a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City time, on a date no later than the fifth Business Day prior to the Closing Date to be mutually agreed upon by the holders of the Offering Warrants, a form parties (which date shall be publicly announced by Investor as soon as practicable prior to such date) (the “Form of ElectionElection Deadline”) pursuant ), accompanied by the Certificates as to which each such Election Form is being made or by an appropriate guarantee of delivery of such 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; provided, however, that such Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery; provided, further, that failure to deliver shares of Company Common Stock covered by such guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made election, unless otherwise determined by the Exchange Agent, in its sole discretion. For shares of Company Common Stock held in book entry form, Investor shall establish procedures for delivery of such shares, which procedures shall be reasonably acceptable to the Company. If a holder of Offering Warrants may make an Company Common Stock either (i) does not submit a properly completed Election between the Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holder. Form in a timely fashion or (ii) An revokes the holder’s Election will have been properly made only if a properly completed and signed Form of Election (x) is received by the Company prior to the date and time of the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (such date, the “Election Date” and such meeting, the “Special Meeting”) or (y) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time prior to the Election Date change such holder’s Deadline (without later submitting a properly completed Election if the Company receives (x) Form prior to the Election Date written notice Deadline), the shares of Company Common Stock held by such change accompanied by a properly completed Form of Election or (y) at the Special Meeting a new, properly completed Form of Election. The Company will have the right in its sole discretion to permit changes in Elections after the Election Date. (iv) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option holder shall be deemed 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 Investor and the Company that this Agreement has been terminated. Subject to have elected the Cash Option. (v) The Company will have the right to make rules, not inconsistent with the terms of this Agreement or and of the Equity Purchase Agreement, governing the validity of Forms of ElectionElection Form, the manner Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and extent to which Elections are disregard immaterial defects in any Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. Neither Investor nor the Exchange Agent shall be under any obligation to be taken into account notify any Person of any defect in making an Election Form. (c) The allocation among the determinations prescribed by this section holders of shares of Company Common Stock of rights to receive the Cash Consideration and the manner 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 payment Stock Election Shares will be entitled to receive the Stock Consideration in respect of any that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; (ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.3 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 2.3 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.

Election Procedures. Election forms and other appropriate and customary transmittal materials (iwhich shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofor representing shares of Cornerstone Common Stock (“Certificates”) The Company will prepareand any non-certificated shares of Cornerstone Common Stock (“Book Entry Shares”) shall pass, for use only upon proper delivery of such Certificates or Book Entry Shares to an exchange agent designated by the holders of the Offering Warrants, a form Summit (the “Form of ElectionExchange Agent”)) and acceptable to Cornerstone in its reasonable discretion, in such form as Summit and Cornerstone shall mutually agree (“Election Forms”) pursuant shall be mailed at least twenty-five (25) days prior to which the anticipated Closing Date (the “Mailing Date”) to each holder of Offering Warrants may make an record of Cornerstone Common Stock as of five (5) Business Days prior to the Mailing Date (“Election between the Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holderForm Record Date”). (iia) An Each Election will Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), subject to the allocation procedures of Section 2.2(e), to make a Cash Election, a Stock Election or no election with respect to each of such holder’s shares of Cornerstone Common Stock. Any Cornerstone Common Stock with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent an effective, properly completed Election Form on or before 5:00 p.m., Eastern time, on the twentieth (20th) day following the Mailing Date (or such other time and date as Summit and Cornerstone may mutually agree) (the “Election Deadline”) shall also be deemed to be No Election Shares. (b) Summit shall make available an Election Form to all persons who become holders (or beneficial owners) of Cornerstone Common Stock between the Election Form Record Date and close of business on the Business Day prior to the Election Deadline, and Cornerstone shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. Cornerstone acknowledges that no deadlines for mailing Election Forms contained elsewhere in this Agreement shall be applicable to such shareholders and that the election requests of such shareholders need not be honored. (c) Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed and signed Election Form of Election (x) is received by the Company prior to 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 date and time loss or destruction of such Certificates or the special meeting guaranteed delivery of warrantholders being held to approve Amendment No. 1 to this Agreement (such date, the “Election Date” and such meeting, the “Special Meeting”Certificates) or (y) is delivered to Book Entry Shares representing all shares of Cornerstone Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Company Election Form. Any Election Form may be revoked or changed by the person submitting such Election Form at the Special Meeting. (iii) Any Offering Warrant holder may at any time or prior to the Election Date change Deadline. Following the Election Deadline, an Election Form may not be revoked or changed by the person submitting such holder’s Election if Form. In the Company receives (x) event an Election Form is revoked prior to the Election Date written notice Deadline, the shares of Cornerstone Common Stock represented by such change accompanied by a properly completed Election Form of shall become No Election Shares and Summit shall cause the Certificates or (y) at Book Entry Shares to be promptly returned without charge to the Special Meeting a new, properly completed Form of Election. The Company will have the right in its sole discretion to permit changes in Elections after person submitting the Election Date. (iv) All holders of Offering Warrants Form upon written request to that do not make a valid effect from the person who submitted the Election for any Adjustment Option shall be deemed Form. Subject to have elected the Cash Option. (v) The Company will have the right to make rules, not inconsistent with the terms of this Agreement and of the Election Form, the Exchange Agent shall have the sole discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any decisions of the Exchange Agent regarding such matters shall be binding and conclusive. Neither Summit nor the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form. (d) Within five (5) Business Days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, Summit shall cause the Exchange Agent to effect the allocation among the holders of Cornerstone Common Stock of rights to receive the Stock Consideration or the Equity Purchase Cash Consideration in the Merger in accordance with the Election Forms, subject to Section 2.2(e). (e) Notwithstanding any other provision contained in this Agreement, governing the validity total number of Forms shares of Election, the manner and extent to which Elections are Cornerstone Common Stock to be taken converted into account in making the determinations prescribed right to receive the Stock Consideration pursuant to Section 2.1 shall be that number equal to the product (rounded up to the nearest whole number) of (i) 0.50 multiplied by this section and (ii) the manner number of payment outstanding shares of any Cornerstone Common Stock (the “Stock Conversion Number”). All other shares of Cornerstone Common Stock shall be converted into the Cash Consideration.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock or Company OpCo Units, as applicable, shall pass, only upon proper delivery of such Certificates to the Exchange Agent) in such form as the Company shall reasonably specify and as shall be reasonably acceptable to Parent (the “Election Form”) shall be mailed no less than 30 days prior to the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) to each holder of record of Company Common Stock and Company OpCo Units as of the close of business on the third business day prior to the Mailing Date or such other date as mutually agreed to by Parent and the Company (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (i) The the number of shares of such holder’s Company will prepareClass A Common Stock or Company OpCo Stapled Units, for use by as applicable, with respect to which such holder makes a Mixed Election; (ii) the number of shares of such holder’s Company Class A Common Stock or Company OpCo Stapled Units, as applicable, with respect to which such holder makes a Cash Election; and (iii) the number of shares of such holder’s Company Class A Common Stock or Company OpCo Stapled Units, as applicable, with respect to which such holder makes a Common Unit Election. Any shares of Company Class A Common Stock or Company OpCo Stapled Units with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the fifth business day prior to the anticipated Closing Date (or such other time and date as Parent and the Company shall agree) (the “Election Deadline”) (other than Cancelled Shares and Subsidiary Shares or any shares of Company Common Stock that 12 constitute Dissenting Shares at such time) shall be deemed to be “No Election Securities,” and the holders of the Offering Warrants, such No Election Securities shall be deemed to have made a form (the “Form of Election”) pursuant Common Unit Election with respect to which each holder of Offering Warrants may make an such No Election between the Cash Option Securities. Parent and the Earn-Out Share OptionCompany shall publicly announce the anticipated Election Deadline at least five business days prior to the Election Deadline. In making an ElectionIf the Closing Date is delayed to a subsequent date, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such holderdelay and, when determined, the rescheduled Election Deadline. (iic) An The Company shall make available one or more Election will Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Company Class A Common Stock or Company OpCo Stapled Units between the Election Form Record Date and the close of business on the business day prior to the Election Deadline, and the Parties shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any election made pursuant to this Section 2.7 shall have been properly made only if the Exchange Agent shall have actually received a properly completed and signed Election Form of Election (x) is received by the Election Deadline. After a Mixed Election, Cash Election or a Common Unit Election is validly made with respect to any shares of Company prior to the date and time Class A Common Stock or Company OpCo Stapled Units, any subsequent transfer of the special meeting such shares of warrantholders being held to approve Amendment No. 1 to this Agreement Company Class A Common Stock or Company OpCo Stapled Units, as applicable, shall (such date, the “Election Date” and such meeting, the “Special Meeting”) or (y) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time prior to the Election Date change such holder’s Election if the Company receives (x1) prior to the Election Date Deadline, automatically revoke such election or (2) following the Election Deadline, not change the election made with respect to such shares of Company Class A Common Stock or Company OpCo Stapled Units as of the Election Deadline. 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 Class A Common Stock and Company OpCo Stapled Units represented by such Election Form shall become No Election Securities, except to the extent a subsequent election is properly made with respect to any or all of such change accompanied by a properly completed Form shares of Election Company Class A Common Stock or (y) at the Special Meeting a newCompany OpCo Stapled Units, properly completed Form of Election. The Company will have the right in its sole discretion as applicable, prior to permit changes in Elections after the Election Date. (iv) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option shall be deemed Deadline. Subject to have elected the Cash Option. (v) The Company will have the right to make rules, not inconsistent with the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good-faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company or the Equity Purchase Agreement, governing the validity of Forms of Election, the manner and extent Exchange Agent shall be under any obligation to which Elections are to be taken into account in making the determinations prescribed by this section and the manner of payment notify any person of any Cash Considerationdefect in an Election Form.

Election Procedures. Each holder of record of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (a “Holder”) shall have the right, subject to the limitations set forth in this Article 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 made in accordance with the provisions of this Section 3.3 (an “Election”) (i) The the number of shares of Company will prepareCommon Stock owned by such Holder with respect to which such Holder desires to make a Share Election and (ii) the number of other shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election; provided, that, for use the avoidance of doubt, a Holder may not make both a Share Election and a Cash Election with respect to the same share of Company Common Stock owned by the holders such Holder. (b) Prior to effectiveness of the Offering WarrantsForm S-4, Parent shall prepare and file as an exhibit thereto a form reasonably acceptable to the Company (the “Form of Election”) pursuant ), which shall be mailed by the Company to which each holder record holders of Offering Warrants may Company Common Stock so as to permit those holders to exercise their right to make an Election between the Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holder. (ii) An Election will have been properly made only if a properly completed and signed Form of Election (x) is received by the Company prior to the date and time of the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (such date, the “Election Date” and such meeting, the “Special Meeting”) or (y) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time prior to the Election Date change such holder’s Deadline. (c) The Company shall mail or cause to be mailed or delivered, as applicable, the Form of Election if to record holders of shares of Company Common Stock as of the record date for the Company receives Stockholder Meeting not less than twenty (x20) 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 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 an agent reasonably acceptable to the Company (the “Exchange Agent”), for the purpose of receiving Elections and transferring Book-Entry Shares and exchanging shares of Company Common Stock represented by Certificates for Merger Consideration, pursuant to an exchange agent agreement reasonably acceptable to Parent and the Company entered into prior to the Mailing Date written notice (the “Exchange Agent Agreement”). Subject to the terms of such change accompanied the Exchange Agent Agreement, any Election shall have been made properly only if the Exchange Agent shall have received, by the Election Deadline, a properly completed Form of Election or (y) at the Special Meeting a new, properly completed and signed, with such Form of Election either electing to transfer Book-Entry Shares or accompanied by Certificates representing the shares of Company Common Stock to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company or by an appropriate customary guarantee of delivery of such Certificates, as set forth in such Form of Election, from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. The Company will have Failure to deliver Certificates covered by such a guarantee of delivery within the right in its sole discretion to permit changes in Elections after the Election Date. (iv) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option time set forth on such guarantee shall be deemed to have elected the Cash Option. (v) The Company will have the right to make rules, not inconsistent with the terms of this Agreement or the Equity Purchase Agreement, governing the validity of Forms of 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 manner Company and extent Parent, “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 Business Day immediately prior to which Elections are to be taken into account in making the determinations prescribed by this section and the manner of payment of any Cash ConsiderationCompany Stockholder Meeting.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Certificates to the Exchange Agent) in such form as Parent shall specify and as shall be reasonably acceptable to the Company (the “Election Form”) shall be mailed together with the Proxy Statement or at such other time as the Company and Parent may agree (the “Mailing Date”) to each holder of record of Company Common Stock as of the close of business Table of Contents on the record date for notice of the Company Stockholder Meeting (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (i) The the number of shares of such holder’s Company will prepareCommon Stock with respect to which such holder elects to receive the Per Share Mixed Consideration, for use by (ii) the holders number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Offering WarrantsPer Share Stock Consideration, a form (iii) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Cash Consideration, or (iv) that such holder makes no election with respect to such holder’s Company Common Stock (“No Election Shares”). Any Company Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the twentieth (20th) day following the Mailing Date (or such other time and date as the Company and Parent shall agree) (the “Form of ElectionElection Deadline”) pursuant (other than any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall also be deemed to which each holder of Offering Warrants may make an be No Election between the Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holderShares. (iic) An Parent shall make available one or more Election will 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 and signed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and, if required by Parent or the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate) representing all shares of Company Common Stock covered by such Election (x) is 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 Company prior to the date and time of the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (such date, the “Election Date” and such meeting, the “Special Meeting”) or (y) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time Exchange Agent prior to the Election Date change such holder’s Deadline. In the event an Election if the Company receives (x) Form is revoked prior to the Election Date 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 Company Common Stock to be promptly returned without charge to the Person submitting the Election Form upon written notice request to that effect from the holder who submitted the Election Form, except to the extent (if any) a subsequent election is properly made with respect to any or all of such change accompanied by a properly completed Form shares of Election or (y) at the Special Meeting a new, properly completed Form of ElectionCompany Common Stock. The Company will have the right in its sole discretion Subject to permit changes in Elections after the Election Date. (iv) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option shall be deemed to have elected the Cash Option. (v) The Company will have the right to make rules, not inconsistent with the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, Company or the Equity Purchase Agreement, governing the validity of Forms of Election, the manner and extent Exchange Agent shall be under any obligation to which Elections are to be taken into account in making the determinations prescribed by this section and the manner of payment notify any Person of any Cash Considerationdefect in an Election Form.

Election Procedures. Each holder of record of shares of Exchangeable Shares and Net Option Shares to be converted into the right to receive the Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Sections 2.1, 2.2 and 2.5 (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 Holder may specify in a request made in accordance with the provisions of this Section 2.5 (an “Election”) (i) The the number of shares of Company will prepareCommon Stock or Net Option Shares owned by such Holder with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock or Net Option Shares owned by such Holder with respect to which such Holder desires to make a Cash Election. A share or Net Option Share in respect of which the holder has validly elected to make a Stock Election is referred to as a “Stock Election Share” and a share or Net Option Share in respect of which the holder has validly elected to make a Cash Election is referred to as a “Cash Election Share.” (b) Parent shall prepare a form reasonably acceptable to Company, for use including appropriate and customary transmittal materials in such form as prepared by the Parent and reasonably acceptable to Company (together with such instruments prepared by Parent and reasonably acceptable to Company to permit holders of Company Preferred Stock to elect to receive the Offering WarrantsMerger Consideration or convert to shares of Company Common Stock, a form (in each case pursuant to the Company’s Charter and as applicable, the “Form of Election”) pursuant ), so as to which each holder of Offering Warrants may permit Holders to exercise their right to make an Election between the Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holder. (iic) An The holder of each Company Stock Option shall be permitted to elect, by delivery of a written instruction to Parent not later than the Election will have been properly Deadline (the “Withholding Election”), that any withholding of amounts required to be withheld or deducted under the Code with respect to the payment of the Merger Consideration to be made only if a properly completed and signed Form in connection with the cancellation of Election such Company Stock Option shall be (x) is received by applied to first reduce the Company prior to the date and time portion of the special meeting Merger Consideration that is payable to such holder in cash, (y) applied to first reduce the portion of warrantholders being held the Merger Consideration that is payable to approve Amendment No. 1 such holder in shares of Parent Common Stock (with the number of shares of Parent Common Stock to this Agreement be withheld to be determined based on the closing price of a share of Parent Common Stock on the Closing Date) (such dateelection described in this clause (y), the a “Election Date” and such meeting, the “Special MeetingStock Withholding Election”) or (z) applied in the manner described in each of the foregoing clauses (x) and (y) is delivered to first reduce the Merger Consideration in the respective proportions specified by such holder in the Withholding Election. In the event that the holder of any Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time Stock Options fails to make a Withholding Election prior to the Election Date change Deadline, such holder’s Election if the Company receives (x) prior to the Election Date written notice of such change accompanied by a properly completed Form of Election or (y) at the Special Meeting a new, properly completed Form of Election. The Company will have the right in its sole discretion to permit changes in Elections after the Election Date. (iv) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option holder shall be deemed to have elected the Cash Optionmade a Stock Withholding Election. (vd) The Company will have Parent (i) shall initially make available and mail the right 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 (including for the avoidance of doubt holders of Series D Preferred Stock and Series F Preferred Stock as of such date), and (ii) following such mailing date, shall use all reasonable efforts to make rulesavailable as promptly as possible a Form of Election to any stockholder or holder of Company Stock Options 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, not inconsistent with during the terms Election Period, (i) a Form of this Agreement Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or the Equity Purchase Agreementby an appropriate customary guarantee of delivery of such Old Certificates, governing the validity of Forms 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 manner United States and extent (ii) in the case of an Election by a holder of Company Preferred Stock, an irrevocable commitment by such holder in a form reasonably satisfactory to Parent to elect pursuant to the Company’s Charter to receive the Merger Consideration payable hereunder to holders of Company Common Stock on an as-converted basis (as applicable) or an instrument reasonably acceptable to Parent pursuant to which Elections are such holder irrevocably elects to be taken into account convert the applicable shares of Company Preferred Stock to shares of Company Common Stock (as applicable), effective at or prior to the Closing. As used herein, unless otherwise agreed in making advance by the determinations prescribed by this section parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to three (3) business days preceding the Closing Date. The Parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) business days before, and at least five (5) business days prior to, the manner of payment of any Cash ConsiderationElection Deadline.

Election Procedures. (a) Notwithstanding anything in this Agreement to the contrary, with respect to each holder of Company Common Stock: (i) The An election form in such form as Parent shall specify and as shall be reasonably acceptable to the Company will prepare, for use by the holders of the Offering Warrants, a form (the “Form of ElectionMerger Consideration Election Form”) pursuant shall be mailed together with the supplement to which the Proxy Statement describing this Amendment (the “Mailing Date”) to each holder of Offering Warrants may make an record of Company Common Stock as of the close of business on the record date for notice of the Company Stockholder Meeting (the “Election between the Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holderForm Record Date”). (ii) An Each Merger Consideration Election will Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (A) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Mixed Consideration, (B) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Cash Election Consideration, (C) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Stock Consideration, or (D) that such holder makes no election with respect to such holder’s Company Common Stock (“No Election Shares”). Any Company Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Merger Consideration Election Form on or before 5:00 p.m., New York time, on the date that is three Business Days following the Closing Date (or such other time and date as the Company and Parent shall agree prior to the Closing) (the “Election Deadline”) (other than any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall be deemed to be No Election Shares. (iii) Parent shall make available one or more Merger Consideration Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Company Common Stock between the Election Form Record Date and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (iv) Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed and signed Merger Consideration Election Form of by the Election (x) is Deadline. Any Merger Consideration Election Form may be revoked or changed by the Person submitting such Merger Consideration Election Form, by written notice received by the Company Exchange Agent prior to the date Election Deadline. In the event a Merger Consideration Election Form is revoked prior to the Election Deadline, the shares of Company Common Stock represented by such Merger Consideration Election Form shall become No Election Shares, except to the extent (if any) a subsequent election is properly made with respect to any or all of such shares of Company Common Stock. Subject to the terms of this Agreement and time of the special meeting Merger Consideration Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Merger Consideration Election Forms, and any good faith decisions of warrantholders being held the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, Company or the Exchange Agent shall be under any obligation to approve Amendment No. 1 to notify any Person of any defect in a Merger Consideration Election Form. (b) Notwithstanding anything in this Agreement to the contrary, with respect to each holder of Company Options: (i) An election form in such date, the “Election Date” form as Parent shall specify and such meeting, the “Special Meeting”) or (y) is delivered as shall be reasonably acceptable to the Company (the “Option Consideration Election Form”) shall be mailed together with the supplement to the Proxy Statement describing this Amendment or at the Special MeetingMailing Date to each holder of record of any Company Option as of immediately prior to the Effective Time (the “Option Consideration Election Form Date”). (ii) Each Option Consideration Election Form shall permit the holder to specify with respect to each Company Option (A) whether such holder elects to receive the Per Option Mixed Consideration, (B) whether such holder elects to receive the Per Option Cash Consideration, (C) whether such holder elects to receive the Per Option Stock Consideration, or (D) that such holder makes no election with respect to such Company Option (“No Election Options”). Any Company Options with respect to which the Exchange Agent has not received an effective, properly completed Option Consideration Election Form on or before the Election Deadline shall also be deemed to be No Election Options. (iii) Any Offering Warrant holder Parent shall make available one or more Option Consideration Election Forms as may at any reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Company Options between the Option Consideration Election Form Date and the close of business on the business day prior to the Election Date change such holder’s Election if Deadline, and the Company receives (x) prior shall provide to the Election Date written notice of such change accompanied by a properly completed Form of Election or (y) at the Special Meeting a new, properly completed Form of Election. The Company will have the right in its sole discretion Exchange Agent all information reasonably necessary for it to permit changes in Elections after the Election Dateperform as specified herein. (iv) All holders of Offering Warrants that do not make Any such election shall have been properly made only if the Exchange Agent shall have actually received a valid properly completed Option Consideration Election for Form by the Election Deadline. Any Option Consideration Election Form may be revoked or changed by the Person submitting such Option Consideration Election Form, by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Option Consideration Election Form is revoked prior to the Election Deadline, the Company Options represented by such Election Form shall become No Election Options, except to the extent (if any) a subsequent election is properly made with respect to any Adjustment Option shall be deemed or all such Company Options. Subject to have elected the Cash Option. (v) The Company will have the right to make rules, not inconsistent with the terms of this Agreement and of the Option Consideration Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Option Consideration Election Forms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, Company or the Equity Purchase Agreement, governing the validity of Forms of Election, the manner and extent Exchange Agent shall be under any obligation to which Elections are to be taken into account in making the determinations prescribed by this section and the manner of payment notify any Person of any Cash Considerationdefect in an Option Consideration Election Form. (m) Section 8.2 (a) of the Merger Agreement is hereby amended and restated in its entirety as follows: (a) if to Parent, Merger Sub or Second Merger Sub: URS CORPORATION 6▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 26th Floor San Francisco, CA 94111 Attention: General Counsel Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇ with a copy to: P▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq. S▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq. L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP Suite 4000 6▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇