Common use of Election Procedures Clause in Contracts

Election Procedures. (a) An election form and other appropriate and customary transmittal materials in such form as Knight and GETCO shall mutually agree (the “Election Form”) shall be mailed 35 days prior to the anticipated Closing Date or on such other date as Knight and GETCO shall mutually agree (the “Mailing Date”) to each holder of record of Knight Common Stock as of the close of business on the fifth Business Day prior to the Mailing Date (the “Election Form Record Date”). (b) Except as set forth on Schedule 2.3(b) of the GETCO Disclosure Schedule, each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to specify (A) the number of shares of such holder’s Knight Common Stock with respect to which such holder elects to receive the Per Share Stock Consideration (“Stock Election Shares”), (B) the number of shares of such holder’s Knight Common Stock with respect to which such holder elects to receive the Per Share Cash Consideration (“Cash Election Shares”) or (C) that such holder makes no election with respect to such holder’s Knight Common Stock (“No Election Shares”). Any Knight Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York City time, on the 30th day following the Mailing Date (or such other time and date as Knight and GETCO may mutually agree) (the “Election Deadline”) shall also be deemed to be No Election Shares. (c) Knight shall make available one or more Election Forms as may reasonably be requested from time to time by any person who becomes a holder (or beneficial owner) of Knight Common Stock between the Election Form Record Date and the close of business on the Business Day prior to the Election Deadline. (d) Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Knight 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 Knight Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the person submitting such Election Form only by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, unless a subsequent properly completed Election Form is submitted and actually received by the Exchange Agent by the Election Deadline, the shares of Knight Common Stock represented by such Election Form shall become No Election Shares and Knight shall cause the applicable Certificates to be promptly returned without charge to the person submitting the Election Form upon written request to that effect from the holder who submitted the Election Form. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of Knight regarding such matters shall be binding and conclusive. Neither Knight nor the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form. (e) Notwithstanding any other provision contained in this Agreement, the total number of shares of Knight Common Stock that will be converted into the right to receive the Per Share Cash Consideration pursuant to Section 1.11(a)(ii) shall in no event exceed 66.7% of the total number of shares of Knight Common Stock that were converted into the right to receive the Knight Merger Consideration pursuant to Section 1.11 (such number of shares, the “Cash Election Shares Limit”). (f) Within 3 Business Days after the Effective Time, the Company shall cause the Exchange Agent to effect the allocation among the former holders of Knight Common Stock of rights to receive the Knight Merger Consideration in accordance with the Election Forms as follows:

Election Procedures. (a) An election form and other appropriate and customary transmittal materials in such form as Knight and GETCO shall mutually agree (the “Election Form”) shall be mailed 35 Not less than 30 days prior to the anticipated Closing Date or on such other date as Knight and GETCO shall mutually agree Wax Effective Time (the “Mailing Date”) ), Parent will cause to be mailed to each record holder of record of Knight Common Stock Shares (other than Excluded Shares) as of the close of five business on the fifth Business Day days prior to the Mailing Date an election form in such form as Parent shall specify (the “Election Form Record DateForm”). (b) Except as set forth on Schedule 2.3(b) of the GETCO Disclosure Schedule, each Each Election Form shall will permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of Shares to specify (Ai) the number of shares of such holder’s Knight Common Stock Shares with respect to which such holder elects to receive the Per Share Wax Stock Consideration (“Stock Election Shares”)Consideration, (Bii) the number of shares of such holder’s Knight Common Stock Shares with respect to which such holder elects to receive the Per Share Wax Cash Consideration (“Cash Election Shares”) or (Ciii) that such holder makes no election with respect to such holder’s Knight Common Stock (“No Election Shares”). Any Knight Common Stock Shares with respect to which the Exchange Agent has does not received an effective, receive a properly completed Election Form on or before during the period (the “Election Period”) from the Mailing Date to 5:00 p.m., New York City time, on the 30th business day following that is three Trading Days prior to the Mailing Closing Date (or such other time and date as Knight Parent and GETCO may the Company will, prior to the Closing, mutually agree) agree (the “Election Deadline”) shall also will be deemed to be No Election Shares. Parent and the Company will 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, 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. (c) Knight shall make available one or more Election Forms as may reasonably be requested from time Any election made pursuant to time by any person who becomes a holder (or beneficial owner) of Knight Common Stock between the Election Form Record Date and the close of business on the Business Day prior to the Election Deadline. (d) Any such election shall this Section 2.04 will have been properly made only if the Exchange Agent shall will have actually received a properly completed Election Form by during the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Knight 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 Knight Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election FormPeriod. Any Election Form may be revoked or changed by the person submitting such Election Form only it, by written notice received by the Exchange Agent prior to during the Election DeadlinePeriod. In the event an Election Form is revoked prior to during the Election Deadline, unless a subsequent properly completed Election Form is submitted and actually received by the Exchange Agent by the Election DeadlinePeriod, the shares of Knight Common Stock Shares represented by such Election Form shall become will be deemed to be No Election Shares and Knight shall cause the applicable Certificates to be promptly returned without charge Shares, except to the person submitting extent a subsequent election is properly made during the Election Form upon written request to that effect from the holder who submitted the Election FormPeriod. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall will have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of Knight the Exchange Agent regarding such matters shall will be binding and conclusive. Neither Knight nor None of Parent, Holdco, the Company or the Exchange Agent shall will be under any obligation to notify any person Person of any defect in an Election Form. (e) Notwithstanding any other provision contained in this Agreement, the total number of shares of Knight Common Stock that will be converted into the right to receive the Per Share Cash Consideration pursuant to Section 1.11(a)(ii) shall in no event exceed 66.7% of the total number of shares of Knight Common Stock that were converted into the right to receive the Knight Merger Consideration pursuant to Section 1.11 (such number of shares, the “Cash Election Shares Limit”). (f) Within 3 Business Days after the Effective Time, the Company shall cause the Exchange Agent to effect the allocation among the former holders of Knight Common Stock of rights to receive the Knight Merger Consideration 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 Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in such form as Knight BEPC and GETCO Acquisition Sub shall mutually agree reasonably specify and as shall be reasonably acceptable to the Company (the “Election Form”) shall be mailed 35 days prior to the anticipated Closing Date or on such other date as Knight and GETCO shall mutually agree (the “Mailing Date”) to each holder holders of Company Common Stock of record of Knight Common Stock as of the close record date for the Company Shareholders Meeting. As used herein, shares of business on the fifth Business Day prior Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to the Mailing Date (the as “Election Form Record DateEligible Company Shares”). (b) Except as set forth on Schedule 2.3(b) of the GETCO Disclosure Schedule, each Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately prior to specify the Election Deadline to elect (Aan “Election”) the number of to receive shares of such holder’s Knight Common Stock with respect to which such holder elects to receive the Per Share Stock Consideration (“Stock Election Shares”), (B) the number of shares of such holder’s Knight Common Stock with respect to which such holder elects to receive the Per Share Cash Consideration (“Cash Election Shares”) or (C) that such holder makes no election with respect to such holder’s Knight New York Company Class C Common Stock (“No Election Shares”)and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder. Any Knight Common Stock The holders of any Eligible Company Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York City time, on the 30th business day following immediately preceding the Mailing Date (or such other time and date as Knight and GETCO may mutually agree) of the Company Shareholders Meeting (the “Election Deadline”) shall also be deemed not to be No Election Shareshave made an Election. (c) Knight BEPC and Acquisition Sub shall make available one or more Election Forms as may reasonably be requested from time to time by any person all persons who becomes a holder become holders (or beneficial ownerowners) of Knight Common Stock Eligible Company Shares between the Election Form Record Date record date for the Company Shareholders Meeting and the close of business on the Business Day business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Knight 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 Knight Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the person submitting such Election Form only by written notice received by the Exchange Agent prior to the Election DeadlineDeadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. In the event If an Election Form is revoked prior to the Election Deadline, unless a subsequent properly completed Election Form is submitted and actually received by the Exchange Agent by the Election Deadline, the shares holder of Knight Common Stock Eligible Company Shares represented by such Election Form shall become No be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares and Knight shall cause in accordance with the applicable Certificates to be promptly returned without charge to the person submitting procedures set forth in the Election Form upon written request prior to that effect from the holder who submitted the Election Form. Subject to the terms of this Agreement and of the Deadline. (e) Any Election Form, shall have been properly made only if (i) the Exchange Agent shall have reasonable discretion to determine whether any election, revocation received a properly completed Election Form by the Election Deadline or change (ii) such Election has been made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or timely not an Election shall have been properly made or revoked pursuant to the Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in the a completed Election FormsForm. None of Parent, and any good faith decisions of Knight regarding such matters shall be binding and conclusive. Neither Knight nor BEPC, Acquisition Sub or the Exchange Agent shall be under any obligation to notify any person of any defect in an a completed Election Form. (e) . Notwithstanding any other provision contained anything in this AgreementSection 4.02 to the contrary, the total number of shares of Knight Common Stock that will be converted into the right to receive the Per Share Cash Consideration pursuant to Section 1.11(a)(ii) shall in no event exceed 66.7% of the total number of shares of Knight Common Stock that were converted into the right to receive the Knight Merger Consideration pursuant to Section 1.11 (such number of shares, the “Cash Election Shares Limit”). (f) Within 3 Business Days after the Effective Time, the Company shall cause the Exchange Agent to effect the allocation among the former holders of Knight Common Stock of rights to receive the Knight Merger Consideration in accordance may, with the Election Forms written agreement of BEPC and Acquisition Sub, make any rules or procedures as follows:are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials in such form as Knight and GETCO shall mutually agree (the “Election Form”) shall be mailed 35 Not less than 30 days prior to the anticipated Closing Date or on such other date as Knight and GETCO shall mutually agree First Effective Time (the “Mailing Date”) ), Parent will cause to be mailed to each record holder of shares of Company Common Stock (other than Excluded Shares), including each holder of record of Knight Common Stock Company Restricted Stock, as of the close of business on the fifth five Business Day Days prior to the Mailing Date (or another date selected by Parent which is reasonably acceptable to the Company) an election form in a form mutually satisfactory to Parent and the Company (the “Election Form Record DateForm”). (b) Except as set forth on Schedule 2.3(b) of the GETCO Disclosure Schedule, each Each Election Form shall will permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of shares of Company Common Stock, including each holder of Company Restricted Stock, to specify (Ai) the number of shares of such holder’s Knight Company Common Stock with respect to which such holder elects to receive the Per Share Stock Consideration (“Stock Election Shares”)Consideration, (Bii) the number of shares of such holder’s Knight Common Stock with respect to which such holder elects to receive the Per Share Cash Consideration (“Cash Election Shares”) Consideration or (Ciii) that such holder makes no election with respect to such holder’s Knight shares of Company Common Stock (“No Election Shares”)Stock. Any Knight shares of Company Common Stock with respect to which the Exchange Agent has does not received an effective, receive a properly completed Election Form on or before during the period (the “Election Period”) from the Mailing Date to 5:00 p.m., New York City timeTime, on the 30th day following Business Day that is three Trading Days prior to the Mailing Closing Date (or such other time and date as Knight Parent and GETCO may the Company will, prior to the Closing, mutually agree) agree (the “Election Deadline”) shall also will be deemed to be No Election Shares. Parent and the Company will 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, 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. Notwithstanding anything to the contrary herein or therein, each holder of shares of Company Restricted Stock shall be deemed to have elected to receive Cash Election Consideration with respect to a number of such shares sufficient to satisfy withholding obligations with respect thereto, and Parent shall deposit, or cause to be deposited, funds sufficient to pay applicable withholding with respect to such shares of Company Restricted Stock from such Cash Election Consideration. (c) Knight shall make available one or more Election Forms as may reasonably be requested from time Any election made pursuant to time by any person who becomes a holder (or beneficial owner) of Knight Common Stock between the Election Form Record Date and the close of business on the Business Day prior to the Election Deadline. (d) Any such election shall this Section 1.15 will have been properly made only if the Exchange Agent shall have has actually received a properly completed Election Form by during the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Knight 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 Knight Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election FormPeriod. Any Election Form may be revoked or changed by the person Person submitting such Election Form only it, by written notice received by the Exchange Agent prior to during the Election DeadlinePeriod. In the event an Election Form is revoked prior to during the Election Deadline, unless a subsequent properly completed Election Form is submitted and actually received by the Exchange Agent by the Election DeadlinePeriod, the shares of Knight Common Stock represented by such Election Form shall become will be deemed to be No Election Shares and Knight shall cause the applicable Certificates to be promptly returned without charge Shares, except to the person submitting extent a subsequent election is properly made during the Election Form upon written request to that effect from the holder who submitted the Election FormPeriod. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall will have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of Knight the Exchange Agent regarding such matters shall will be binding and conclusive. Neither Knight nor None of Parent, the Company or the Exchange Agent shall will be under any obligation to notify any person Person of any defect in an Election Form. (e) Notwithstanding any other provision contained in this Agreement, the total number of shares of Knight Common Stock that will be converted into the right to receive the Per Share Cash Consideration pursuant to Section 1.11(a)(ii) shall in no event exceed 66.7% of the total number of shares of Knight Common Stock that were converted into the right to receive the Knight Merger Consideration pursuant to Section 1.11 (such number of shares, the “Cash Election Shares Limit”). (f) Within 3 Business Days after the Effective Time, the Company shall cause the Exchange Agent to effect the allocation among the former holders of Knight Common Stock of rights to receive the Knight Merger Consideration in accordance with the Election Forms as follows:

Election Procedures. (ai) An Concurrent with the mailing of the Proxy Statement/Prospectus in connection with the Vowel Meeting (the “Mailing Date”), Vowel shall mail, or shall cause to be mailed, an election form and other appropriate and customary transmittal materials in such form as Knight and GETCO shall mutually agree prepared by Holdco (the “Election Form”) shall be mailed 35 days prior to the anticipated Closing Date or on such other date as Knight and GETCO shall mutually agree (the “Mailing Date”) to each holder of record of Knight Vowel Common Stock as of the close of business on the fifth Business Day prior to the Mailing Date (the “Election Form Vowel Record Date”). (bii) Except as set forth on Schedule 2.3(b) of the GETCO Disclosure Schedule, each Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to specify (A) the number of shares of such holder’s Knight Common Stock Vowel Shares with respect to which such holder elects to receive the Vowel Per Share Stock Consideration (the “Stock Election Shares”), (B) the number of shares of such holder’s Knight Common Stock Vowel Shares with respect to which such holder elects to receive the Vowel Per Share Cash Consideration (the “Cash Election Shares”) or (C) that such holder makes no election with respect to such holder’s Knight Common Stock Vowel Shares (the “No Election Shares”). Any Knight Common Stock Vowel Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., p.m. (New York City time), on the 30th Business Day immediately prior to the day following of the Mailing Date Vowel Meeting (or such other time and date as Knight and GETCO may mutually agree) (prior Business Day, the “Election Deadline”) shall also be deemed to be No Election Shares. (ciii) Knight Vowel shall make available one or more Election Forms as may reasonably be requested from time to time by any person Person who becomes a holder (or beneficial owner) of Knight Vowel Common Stock between the Election Form Vowel Record Date and the close of business on the Business Day prior to the Election Deadline, and Vowel shall provide the Exchange Agent all information reasonably necessary for it to perform as specified herein. (div) Any such election shall have been properly made only if the Exchange Agent shall have actually received a duly executed and properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Knight 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 Knight Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the person Person submitting such Election Form Form, only by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, unless a subsequent properly completed Election Form is submitted and actually received by the Exchange Agent by the Election Deadline, the shares of Knight Common Stock Vowel Shares represented by such Election Form shall become No Election Shares and Knight shall cause the applicable Certificates to be promptly returned without charge to the person submitting the Election Form upon written request to that effect from the holder who submitted the Election FormShares. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion in consultation with Holdco and Vowel 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 reasonable good faith decisions decision of Knight Holdco regarding such matters shall be binding and conclusive. Holdco shall have the right to make rules, not inconsistent with the terms of this Agreement, governing the validity and effectiveness of Election Forms and the manner and extent to which Election Forms are to be taken into account in making determinations by this Section 2.1. Neither Knight Holdco, Vowel, Consonant nor the Exchange Agent shall be under any obligation to notify any person Person of any defect in an Election Form. (ev) Notwithstanding any other provision contained in this AgreementAs soon as practicable after the Effective Time, the total Exchange Agent shall effect the allocation among the holders of record of Vowel Common Stock immediately prior to the Effective Time of rights to receive the Vowel Consideration in the Vowel Merger in accordance with this Agreement and the properly completed and duly submitted Election Forms, unless the number of shares Cash Election Shares is greater than the number of Knight Common Available Cash Election Shares, in which case: A. the Exchange Agent shall identify among all Eligible Cutback Persons, and, notwithstanding anything in such Eligible Cutback Person’s Election Form to the contrary, shall re-designate a number of each such Eligible Cutback Person’s Cash Election Shares as Stock Election Shares (the “Re-Designated Shares”) that is equal to the product (rounded up to the nearest whole number) derived from the following formula: (x) the Cutback Number, multiplied by (y) a fraction, the numerator of which is the number of such Eligible Cutback Person’s Cash Election Shares reflected in its Election Form, and the denominator of which is aggregate number of Cash Election Shares reflected in the Election Forms submitted by all Eligible Cutback Persons; B. each Stock Election Share, No Election Share and Re-Designated Share shall be converted into the right to receive the Vowel Per Share Stock Consideration, plus the Vowel Per Share Pre-Closing Tax Refund Consideration, plus the Contingent Value Right; and C. each Cash Election Share that is not a Re-Designated Share will be converted into the right to receive the Vowel Per Share Cash Consideration pursuant to Section 1.11(a)(iiConsideration, plus the Vowel Per Share Pre-Closing Tax Refund Consideration, plus the Contingent Value Right. (vi) shall in no In the event exceed 66.7% of the total number of shares Cash Election Shares is equal to or less than the number of Knight Common Available Cash Election Shares, (X) each Stock that were Election Share and each No Election Share shall be converted into the right to receive the Knight Merger Vowel Per Share Stock Consideration, plus the Vowel Per Share Pre-Closing Tax Refund Consideration pursuant to Section 1.11 and the Contingent Value Right, and (such number of shares, the “Y) each Cash Election Shares Limit”). (f) Within 3 Business Days after Share shall be converted into the Effective Time, the Company shall cause the Exchange Agent to effect the allocation among the former holders of Knight Common Stock of rights right to receive the Knight Merger Vowel Per Share Cash Consideration, plus the Vowel Per Share Pre-Closing Tax Refund Consideration in accordance with and the Election Forms as follows:Contingent Value Right.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify with respect to certificated shares of BBX Capital Common Stock that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates (or affidavits of loss in lieu thereof pursuant to Section 3.2(h)) to the Exchange Agent)) in such form as Knight BFC shall reasonably specify and GETCO as shall mutually agree be reasonably acceptable to BBX Capital (the “Election Form”) shall be mailed 35 no less than thirty (30) days prior to the anticipated Closing Date or on such other date as Knight BFC and GETCO BBX Capital shall mutually agree (the “Mailing Date”) to each holder of record of Knight shares of BBX Capital Common Stock as of the close of business on the fifth (5th) Business Day prior to the Mailing Date (the “Election Form Record Date”), or such other date as mutually agreed to by BFC and BBX Capital. (b) Except as set forth on Schedule 2.3(b) of the GETCO Disclosure Schedule, each Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to specify (A) the number of shares of such holder’s Knight (or such beneficial owner’s) shares of BBX Capital Common Stock with respect to which such holder (or such beneficial owner) elects to receive (A) the Per Share Stock Consideration or (B) the Per Share Cash Consideration. Any shares of BBX Capital Common Stock as to which the Exchange Agent does not receive a properly completed (and unrevoked) Election Form specifying whether the holder (or beneficial owner) thereof elects to receive the Per Share Stock Consideration (“Stock Election Shares”), (B) the number of shares of such holder’s Knight Common Stock with respect to which such holder elects to receive or the Per Share Cash Consideration during the period (the “Cash Election SharesPeriod”) or (C) that such holder makes no election with respect to such holder’s Knight Common Stock (“No Election Shares”). Any Knight Common Stock with respect to which commencing on the Exchange Agent has not received an effective, properly completed Election Form on or before Mailing Date and ending at 5:00 p.m., New York City time, on the 30th day following second (2nd) Business Day prior to the Mailing Date (or such other time and date as Knight and GETCO may mutually agree) Effective Time (the “Election Deadline”) shall also be deemed to be “No Election Shares.” BFC shall publicly announce the anticipated Election Deadline at least five (5) Business Days prior to the Election Deadline. If the Effective Time is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date (which shall be the second (2nd) Business Day prior to the Effective Time or such other date as mutually agreed to by BFC and BBX Capital), and BFC shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Knight BFC shall make available one or more Election Forms as may reasonably be requested from time to time by any person all Persons who becomes a holder (become holders or beneficial owner) owners of Knight shares of BBX Capital Common Stock between during the Election Form Record Date Period, and BBX Capital shall provide the close of business on the Business Day prior Exchange Agent all information reasonably necessary for it to the Election Deadlineperform its duties as specified herein. (d) Any such election shall have been properly made only if the Exchange Agent shall have actually received during the Election Period a properly completed (and unrevoked) Election Form by specifying whether the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Knight Certificates holder (or customary affidavits and indemnification regarding beneficial owner) thereof elects to receive the loss Per Share Stock Consideration or destruction the Per Share Cash Consideration. After a Cash Election or a Stock Election is validly made with respect to any shares of BBX Capital Common Stock, any subsequent transfer of such certificates or the guaranteed delivery of such certificates) representing all shares of Knight BBX Capital Common Stock covered by shall automatically revoke such Election Formelection or decision. In addition, together with duly executed transmittal materials included in the Election Form. Any any Election Form may be revoked or changed by the person Person submitting such Election Form only it by written notice received by the Exchange Agent prior to during the Election DeadlinePeriod. In the event an Election Form is revoked prior revoked, the shares of BBX Capital Common Stock as to which such Election Form relates shall be deemed to be No Election Shares, except to the Election Deadline, unless extent a subsequent election is properly completed Election Form is submitted made and actually received by the Exchange Agent by during the Election Deadline, the shares of Knight Common Stock represented by such Election Form shall become No Election Shares and Knight shall cause the applicable Certificates to be promptly returned without charge to the person submitting the Election Form upon written request to that effect from the holder who submitted the Election FormPeriod. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of Knight the Exchange Agent regarding such matters shall be binding and conclusive. Neither Knight nor None of BFC, BBX Capital, the Surviving Company or the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form. (e) Notwithstanding any other provision contained in this Agreement, the total number of shares of Knight Common Stock that will be converted into the right to receive the Per Share Cash Consideration pursuant to Section 1.11(a)(ii) shall in no event exceed 66.7% of the total number of shares of Knight Common Stock that were converted into the right to receive the Knight Merger Consideration pursuant to Section 1.11 (such number of shares, the “Cash Election Shares Limit”). (f) Within 3 Business Days after the Effective Time, the Company shall cause the Exchange Agent to effect the allocation among the former holders of Knight Common Stock of rights to receive the Knight Merger Consideration in accordance with the Election Forms as follows:

Election Procedures. (a) An The election form and other appropriate and customary transmittal materials in such form as Knight and GETCO shall mutually agree (the “Election Form”) shall will be mailed 35 days to MNR common shareholders. The election form will allow each MNR common shareholder to elect to receive either cash consideration or stock consideration with respect to each of the MNR common shares held by such MNR common shareholder. The election must be made prior to the anticipated Closing Date or on such other date as Knight and GETCO shall mutually agree (the “Mailing Date”) to each holder of record of Knight Common Stock as of the close of business on the fifth Business Day prior to the Mailing Date (the “Election Form Record Date”). (b) Except as set forth on Schedule 2.3(b) of the GETCO Disclosure Schedule, each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to specify (A) the number of shares of such holder’s Knight Common Stock with respect to which such holder elects to receive the Per Share Stock Consideration (“Stock Election Shares”), (B) the number of shares of such holder’s Knight Common Stock with respect to which such holder elects to receive the Per Share Cash Consideration (“Cash Election Shares”) or (C) that such holder makes no election with respect to such holder’s Knight Common Stock (“No Election Shares”)deadline. Any Knight Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before The election deadline will be 5:00 p.m., New York City time, on the 30th day following closing date of the Mailing Date (or such other time and date as Knight and GETCO may mutually agree) (the “Election Deadline”) shall also be deemed merger, which is currently expected to be No Election Shares. (c) Knight shall make available one or more Election Forms as may reasonably be requested from time to time by September 9, 2021. EQC and MNR will publicly announce any person who becomes a holder (or beneficial owner) of Knight Common Stock between the Election Form Record Date and the close of business on the Business Day prior changes to the Election Deadline. (d) Any anticipated election deadline at least five business days before the new election deadline. If the closing date is delayed to a subsequent date, the election deadline will be similarly delayed to a subsequent date, and EQC and MNR will promptly announce any such delay and, when determined, the rescheduled election shall have been properly made only if the Exchange Agent shall have actually received deadline. To make a valid election, each MNR common shareholder must submit a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Knight 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 Knight Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the person submitting such Election Form only by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Election Form election form so that it is revoked prior to the Election Deadline, unless a subsequent properly completed Election Form is submitted and actually received by the Exchange Agent exchange agent at its designated office (or through another method provided for in the election form) by the Election Deadlineelection deadline and must tender the MNR shares as to which the election is made. An election form must be properly completed and signed and accompanied by any additional documents required by the procedures set forth in the election form to be effective. If a MNR common shareholder does not make a valid election to receive either cash consideration or stock consideration with respect to MNR common shares held by such MNR common shareholder, then that shareholder will be deemed to have elected to receive stock consideration with respect to those MNR common shares. Any election form may be revoked with respect to all or a portion of the MNR common shares by a MNR common shareholder submitting a written notice to the exchange agent prior to the election deadline. If a cash election or stock election is so revoked, the MNR common shares of Knight Common Stock represented by such Election Form shall become No Election Shares and Knight shall cause the applicable Certificates to election form previously submitted will be promptly returned without charge treated as shares electing stock consideration unless the shareholder properly makes a subsequent election. A MNR common shareholder may, at any time prior to the person submitting the Election Form upon written request election deadline, change such shareholder’s election with respect to that effect from the holder who submitted the Election Form. Subject to the terms of this Agreement and all or a portion of the Election FormMNR common shares held by such shareholder by completing and submitting a new properly completed election form, the Exchange Agent shall which will be deemed to revoke and supersede any prior election form with respect to such shares. The exchange agent will generally have reasonable discretion to determine determine, in its good faith, whether any election, election or revocation or change has been properly or timely made and to disregard immaterial defects in the Election Formselection forms. None of EQC, and any good faith decisions of Knight regarding such matters shall be binding and conclusive. Neither Knight nor Merger Sub, MNR or the Exchange Agent shall be under exchange agent will have any obligation to notify any person MNR common shareholders of any defect in an Election Formelection form. Pursuant to the amended merger agreement, MNR has agreed to pay EQC a termination fee of $72.0 million if the amended merger agreement is terminated under certain circumstances. For more information, please refer to the amended merger agreement filed as an exhibit to the Current Reports on Form 8-K filed by EQC on August 16, 2021 and by MNR on August 17, 2021. (e) Notwithstanding any other provision contained in this Agreement, the total number of shares of Knight Common Stock that will be converted into the right to receive the Per Share Cash Consideration pursuant to Section 1.11(a)(ii) shall in no event exceed 66.7% of the total number of shares of Knight Common Stock that were converted into the right to receive the Knight Merger Consideration pursuant to Section 1.11 (such number of shares, the “Cash Election Shares Limit”). (f) Within 3 Business Days after the Effective Time, the Company shall cause the Exchange Agent to effect the allocation among the former holders of Knight Common Stock of rights to receive the Knight Merger Consideration in accordance with the Election Forms as follows:

Election Procedures. (a) An election form and other appropriate and customary transmittal materials in such form as Knight and GETCO shall mutually agree (the “Election Form”) shall be mailed 35 Not less than 30 days prior to the anticipated Closing Date or on such other date as Knight and GETCO shall mutually agree First Effective Time (the “Mailing Date”) ), Parent will cause to be mailed to each record holder of record shares of Knight Company Common Stock (other than Excluded Shares) as of the close of five business on the fifth Business Day days prior to the Mailing Date (or another date selected by Parent which is reasonably acceptable to the Company) an election form in a form mutually satisfactory to Parent and the Company (the “Election Form Record DateForm”). (b) Except as set forth on Schedule 2.3(b) of the GETCO Disclosure Schedule, each Each Election Form shall will permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of shares of Company Common Stock to specify (Ai) the number of shares of such holder’s Knight Company Common Stock with respect to which such holder elects to receive the Per Share Stock Consideration (“Stock Election Shares”)Consideration, (Bii) the number of shares of such holder’s Knight Common Stock Shares with respect to which such holder elects to receive the Per Share Cash Consideration (“Cash Election Shares”) Consideration or (Ciii) that such holder makes no election with respect to such holder’s Knight shares of Company Common Stock (“No Election Shares”)Stock. Any Knight shares of Company Common Stock with respect to which the Exchange Agent has does not received an effective, receive a properly completed Election Form on or before during the period (the “Election Period”) from the Mailing Date to 5:00 p.m., New York City timeTime, on the 30th day following Business Day that is three Trading Days prior to the Mailing Closing Date (or such other time and date as Knight Parent and GETCO may the Company will, prior to the Closing, mutually agree) agree (the “Election Deadline”) shall also will be deemed to be No Election Shares. Parent and the Company will 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, 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. (c) Knight shall make available one or more Election Forms as may reasonably be requested from time Any election made pursuant to time by any person who becomes a holder (or beneficial owner) of Knight Common Stock between the Election Form Record Date and the close of business on the Business Day prior to the Election Deadline. (d) Any such election shall this Section 1.15 will have been properly made only if the Exchange Agent shall have has actually received a properly completed Election Form by during the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Knight 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 Knight Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election FormPeriod. Any Election Form may be revoked or changed by the person Person submitting such Election Form only it, by written notice received by the Exchange Agent prior to during the Election DeadlinePeriod. In the event an Election Form is revoked prior to during the Election Deadline, unless a subsequent properly completed Election Form is submitted and actually received by the Exchange Agent by the Election DeadlinePeriod, the shares of Knight Common Stock Shares represented by such Election Form shall become will be deemed to be No Election Shares and Knight shall cause the applicable Certificates to be promptly returned without charge Shares, except to the person submitting extent a subsequent election is properly made during the Election Form upon written request to that effect from the holder who submitted the Election FormPeriod. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall will have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of Knight the Exchange Agent regarding such matters shall will be binding and conclusive. Neither Knight nor None of Parent, the Company or the Exchange Agent shall will be under any obligation to notify any person Person of any defect in an Election Form. (e) Notwithstanding any other provision contained in this Agreement, the total number of shares of Knight Common Stock that will be converted into the right to receive the Per Share Cash Consideration pursuant to Section 1.11(a)(ii) shall in no event exceed 66.7% of the total number of shares of Knight Common Stock that were converted into the right to receive the Knight Merger Consideration pursuant to Section 1.11 (such number of shares, the “Cash Election Shares Limit”). (f) Within 3 Business Days after the Effective Time, the Company shall cause the Exchange Agent to effect the allocation among the former holders of Knight Common Stock of rights to receive the Knight Merger Consideration in accordance with the Election Forms as follows: