Common use of Election Procedures Clause in Contracts

Election Procedures. A. 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 theretofore representing shares of BVB Stock ("Certificates") shall pass, only upon proper delivery of such Certificates to an exchange agent designated by Interchange (the "Exchange Agent")) in such form as Interchange and BVB shall mutually agree ("Election Forms") shall be mailed 30 days prior to the anticipated Effective Date or on such other earlier date as BVB and Interchange shall mutually agree ("Mailing Date") to each holder of record of BVB Stock as of five business days prior to the Mailing Date ("Election Form Record Date"). B. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), subject to the allocation procedures of this Section 1.07, either (i) to elect to receive only Interchange Stock with respect to such holder's BVB Stock ("Stock Election Shares"); (ii) to elect to receive only cash with respect to such holder's BVB Stock ("Cash Election Shares"); (iii) to elect to receive a combination of Interchange Stock and cash with respect to such holder's BVB Stock rounded, 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 1.07, the Mixed Election Shares shall be divided by the Exchange Agent into such portion (to be as closely as possible to 60% in the aggregate) with respect to which the holder will receive Interchange Stock (the "Mixed Stock Shares") and such portion (to be approximately 40% in the aggregate) with respect to which the holder will receive cash (the "Mixed Cash Shares") for the purposes of allocating the total 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 consideration with respect to which a Mixed election has been made without regard to the pro rata selection process set forth below. Any BVB 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 25th day following the Mailing Date (or such other time and date as Interchange and BVB may mutually agree) (the "Election Deadline") shall also be deemed to be "No Election Shares." C. Interchange shall make available up to two separate Election Forms, or such additional Election Forms as Interchange in its sole discretion may permit, to all persons who become holders (or beneficial owners) of BVB Stock between the Election Form Record Date and close of business on the business day prior to the Election Deadline, and BVB shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. BVB 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. D. Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of BVB Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the person submitting such Election Form at or prior to the Election Deadline. Following the Election Deadline, an Election Form may not be revoked or changed by the person submitting such Election Form. In the event an Election Form is revoked prior to the Election Deadline, the shares of BVB Stock represented by such Election Form shall become No Election Shares and Interchange shall cause the Certificates to be promptly returned without charge to the person submitting the Election Form upon written request to that effect from the person who submitted the Election Form. Subject to the terms of this Agreement and of the Election 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 Interchange nor the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form. E. Within five business days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, Interchange shall cause the Exchange Agent to effect the allocation among the holders of BVB Stock of rights to receive Interchange Stock or cash in the Merger in accordance with the Election Forms as follows:

Election Procedures. A. Election forms and other appropriate and customary transmittal materials (i) As of the Effective Time, Parent shall, with the Company's prior approval, which shall specify that delivery shall not be effectedunreasonably withheld, and risk of loss and title appoint an agent to the certificates theretofore representing shares of BVB Stock ("Certificates") shall pass, only upon proper delivery of such Certificates to act as an exchange agent designated by Interchange (the "EXCHANGE AGENT") for the purpose of issuing the Merger Consideration and any dividends or other distributions with respect to the ADSs to be issued or paid pursuant to Sections 4.1 and 4.2(c)(such cash and American Depositary Receipts representing ADSs, together with the amount of any dividends or other distributions payable with respect thereto, being hereinafter referred to as the "EXCHANGE FUND"). At or prior to the Effective Time, Parent shall make available or cause to be made available to Morgan Guaranty Trust Company of New York, as depositary ▇▇▇▇▇ the Amended and Restated Deposit Agreement, dated as of June 2, 1997 (the "DEPOSITARY"), the Bearer Receipts to be represented by the ADSs referred to in Section 4.1(a) and will cause such Depositary to make available ADSs to the Exchange Agent"). Promptly following the Effective Time, Parent shall cause to be made available to the Surviving Corporation all cash required for the Exchange Fund. (ii) Subject to allocation and proration in such form accor- dance with the provisions of this Section 4.2, each record holder of Shares (other than Excluded Shares) issued and outstanding immediately prior to the Election Deadline (as Interchange and BVB shall mutually agree ("Election Forms"defined below) shall be mailed 30 days prior to the anticipated Effective Date or on such other earlier date as BVB and Interchange shall mutually agree entitled ("Mailing Date") to each holder of record of BVB Stock as of five business days prior to the Mailing Date ("Election Form Record Date"). B. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), subject to the allocation procedures of this Section 1.07, either (iA) to elect to receive only Interchange Stock with in respect to of each such holder's BVB Stock Share (x) the Cash Consideration (a "Stock Election SharesCASH ELECTION"); (ii) to elect to receive only cash with respect to such holder's BVB Stock ("Cash Election Shares"); (iii) to elect to receive a combination of Interchange Stock and cash with respect to such holder's BVB Stock rounded, in each case, to the nearest whole share ("Mixed Election Shares"); or (ivy) the Stock Consideration (a "STOCK ELECTION") or (B) to indicate that such record holder makes has no election preference as to the receipt of Cash Consideration or Stock Consideration for such Shares (a "No Election SharesNON-ELECTION"). Subject Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to the allocation procedures of have been made pursuant to this Section 1.074.2 and Section 4.3, the Mixed Election Shares collectively, "NON-ELECTION SHARES") shall be divided deemed by Parent, in its sole and absolute discretion, subject to Sections 4.2(b)(v)-(vii), to be, in whole or in part, Shares in respect of which Cash Elections or Stock Elections have been made. (iii) Elections pursuant to Section 4.2(b)(ii) shall be made on a form and with such other provisions to be reasonably agreed upon by the Company and Parent (a "FORM OF ELECTION") to be provided by the Exchange Agent into such portion for that purpose to holders of record of Shares (other than holders of Excluded Shares), no later than 20 days before the anticipated Closing Date. Elections shall be made by mailing to the Exchange Agent a duly completed Form of Election. To be effective, a Form of Election must be (x) properly completed, signed and submitted to the Exchange Agent at its designated office, by 5:00 p.m., e.s.t., on the business day that is four trading days following the Closing Date (which date shall be publicly announced by Parent on the Closing Date) (the "ELECTION DEADLINE") and (y) accompanied by the Certificate(s) representing the Shares as closely as possible to 60% in the aggregate) with respect to which the holder will receive Interchange Stock election is being made (or by an appropriate guarantee of delivery of such Certificate(s) by a commercial bank or trust company in the "Mixed Stock United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., PROVIDED that such Certificates are in fact delivered to the Exchange Agent within three trading days after the date of execution of such guarantee of delivery). The Company shall use its best efforts to make a Form of Election available to all Persons (as defined below) who become holders of record of Shares (other than Excluded Shares") between the date of mailing described in the first sentence of this Section 4.2(b)(iii) and such portion (to be approximately 40% the Election Deadline. Parent shall determine, in the aggregate) with respect to its sole and absolute discretion, which the holder will receive cash (the "Mixed Cash Shares") for the purposes of allocating the total consideration as specified below, authority it being the intention that, may delegate in whole or in part to the fullest extent possibleExchange Agent, subject to all applicable constraintswhether Forms of Election have been properly completed, all Mixed Election Shares shall receive the consideration with respect to which a Mixed election has been made without regard to the pro rata selection process set forth belowsigned and submitted or revoked. Any BVB Stock with respect to which the holder The decision of Parent (or the beneficial ownerExchange Agent, 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 25th day following the Mailing Date (or such other time and date as Interchange and BVB may mutually agree) (the "Election Deadline") shall also be deemed to be "No Election Shares." C. Interchange shall make available up to two separate Election Forms, or such additional Election Forms as Interchange in its sole discretion may permit, to all persons who become holders (or beneficial owners) of BVB Stock between the Election Form Record Date and close of business on the business day prior to the Election Deadline, and BVB shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. BVB 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. D. Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of BVB Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the person submitting such Election Form at or prior to the Election Deadline. Following the Election Deadline, an Election Form may not be revoked or changed by the person submitting such Election Form. In the event an Election Form is revoked prior to the Election Deadline, the shares of BVB Stock represented by such Election Form shall become No Election Shares and Interchange shall cause the Certificates to be promptly returned without charge to the person submitting the Election Form upon written request to that effect from the person who submitted the Election Form. Subject to the terms of this Agreement and of the Election 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 conclusive and conclusivebinding. Neither Interchange Parent nor the Exchange Agent shall will be under any obligation to notify any person Person of any defect in a Form of Election submitted to the Exchange Agent. A holder of Shares that does not submit an effective Form of Election Form. E. Within five business days after prior to the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, Interchange Deadline shall cause the Exchange Agent be deemed to effect the allocation among the holders of BVB Stock of rights to receive Interchange Stock or cash in the Merger in accordance with the Election Forms as follows:have made a Non-Election.

Election Procedures. A. Election forms and other appropriate and customary transmittal materials (which Each Seller shall specify that delivery shall be effected, and risk of loss and title to have the certificates theretofore representing shares of BVB Stock ("Certificates") shall pass, only upon proper delivery of such Certificates to an exchange agent designated by Interchange (the "Exchange Agent")) in such form as Interchange and BVB shall mutually agree ("Election Forms") shall be mailed 30 days prior to the anticipated Effective Date or on such other earlier date as BVB and Interchange shall mutually agree ("Mailing Date") to each holder of record of BVB Stock as of five business days prior to the Mailing Date ("Election Form Record Date"). B. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions)right, subject to the allocation procedures of limitations set forth in this Section 1.07Article 2, either to submit an election in accordance with the following procedures: (a) Each Seller must specify in a request in the form attached hereto as Exhibit G (an “Election Agreement”): (i) to elect the respective number of Existing Company Shares owned by such Seller in respect of which such Seller desires to receive only Interchange (in each case, if any): (x) the Per Ordinary Share Cash Consideration (any such election, a “Cash Election for Shares,” and each Existing Company Share with respect to which such Cash Election was made, a “Cash Electing Share”), (y) the Per Ordinary Share Unit Consideration (any such election, a “Unit Election for Shares,” and each Existing Company Share with respect to which such Unit Election for Shares was made, a “Unit Electing Share”), or (z) the Per Ordinary Share SPAC Stock Consideration (any such election, a “SPAC Stock Election for Shares,” and each Existing Company Share with respect to which such SPAC Stock Election for Shares was made, a “SPAC Stock Electing Share”) ; provided, that if, as determined immediately prior to Closing, the number of Existing Company Shares in respect of which Sellers have made a Cash Election for Shares would cause the aggregate Per Share Cash Consideration to exceed the Total Cash Consideration for Ordinary Shares, the number of Existing Company Shares subject to a Cash Election for Shares shall be automatically adjusted, pro rata based on each electing Seller’s aggregate ownership, such that the aggregate Per Share Cash Consideration shall equal the Total Cash Consideration for Ordinary Shares and, with respect to any Existing Company Shares so deemed to have made an alternate election as a result of such adjustment, the Sellers shall be deemed to have made the alternate Unit Election for Shares or SPAC Stock Election for Shares as set forth in such Seller’s Election Agreement; and (ii) with respect to the Loan Notes owned by such Seller whether such Seller desires to receive with respect to such holder's BVB Stock Seller’s Loan Notes: ("Stock Election Shares"); (iix) an amount in cash equal to elect to receive only cash the total principal and accrued interest as of the Closing Date with respect to such holder's BVB Stock Loan Notes ("“Loan Note Cash Consideration”) (any such election, a “Cash Election Shares"for Loan Notes”); , (iiiy) a number of Units equal to elect to receive a combination the total principal and accrued interest as of Interchange Stock and cash the Closing Date with respect to such holder's BVB Stock rounded, 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 1.07, the Mixed Election Shares shall be Loan Notes divided by the Exchange Agent into such portion $10.00 per Unit (to be as closely as possible to 60% in the aggregate) with respect to which the holder will receive Interchange Stock (the "Mixed Stock Shares") and such portion (to be approximately 40% in the aggregate) with respect to which the holder will receive cash (the "Mixed Cash Shares") for the purposes of allocating the total 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 consideration with respect to which a Mixed election has been made without regard to the pro rata selection process set forth below. Any BVB 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 25th day following the Mailing Date (or such other time and date as Interchange and BVB may mutually agree“Loan Notes Unit Consideration”) (the "Election Deadline") shall also be deemed to be "No Election Shares." C. Interchange shall make available up to two separate Election Forms, or any such additional Election Forms as Interchange in its sole discretion may permit, to all persons who become holders (or beneficial owners) of BVB Stock between the Election Form Record Date and close of business on the business day prior to the Election Deadline, and BVB shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. BVB 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. D. Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of BVB Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the person submitting such Election Form at or prior to the Election Deadline. Following the Election Deadline, an Election Form may not be revoked or changed by the person submitting such Election Form. In the event an Election Form is revoked prior to the Election Deadline, the shares of BVB Stock represented by such Election Form shall become No Election Shares and Interchange shall cause the Certificates to be promptly returned without charge to the person submitting the Election Form upon written request to that effect from the person who submitted the Election Form. Subject to the terms of this Agreement and of the Election 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 a “Unit Election Formsfor Loan Notes”), and any decisions of the Exchange Agent regarding such matters shall be binding and conclusive. Neither Interchange nor the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form. E. Within five business days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, Interchange shall cause the Exchange Agent to effect the allocation among the holders of BVB Stock of rights to receive Interchange Stock or cash in the Merger in accordance with the Election Forms as follows:or

Election Procedures. A. Election forms (i) Prior to the Effective Time, VeriFone shall, after consultation with ▇▇▇▇▇▇, appoint a bank or trust company that maintains offices in Israel and the United States to act as exchange agent (the “Exchange Agent”) for the exchange of the Merger Consideration following the Effective Time upon surrender of the Certificates (or affidavits of loss in lieu thereof as provided in Section 4.2(g)) or Book-Entry Shares. At or prior to the Effective Time, VeriFone shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of Shares, (A) certificates representing the shares of VeriFone Common Stock aggregating to the Aggregate Stock Consideration, (B) cash necessary for the Aggregate Cash Consideration, (C) cash in an amount sufficient for payment in lieu of fractional shares of VeriFone Common Stock to which holders of Shares may be entitled pursuant to Section 4.2(e), and (D) any dividends and distributions to which holders of Shares may be entitled pursuant to Section 4.2(c) (such cash and certificates for shares of VeriFone Common Stock, being hereinafter referred to as the “Exchange Fund”). With respect to the amount of cash to be deposited as of the Effective Time to satisfy its obligations under Section 4.2(e), Parent shall only be required to make a reasonable estimate of the amount of such cash that will be necessary. In the event that the cash and VeriFone Common Stock in the Exchange Fund shall be insufficient to satisfy all of the payment obligations to be made by the Exchange Agent pursuant to this Agreement (including pursuant to Sections 4.2(c) and 4.2 (e)), VeriFone shall promptly make available to the Exchange Agent the amounts of cash or VeriFone Common Stock so required to satisfy such payment obligations in full. The Exchange Agent shall invest the Exchange Fund as directed by VeriFone, provided that such investments shall be in obligations of or guaranteed by the United States of America, in commercial paper obligations rated A-1 or P-1 or better by ▇▇▇▇▇’▇ Investor Services, Inc. or Standard & Poor’s Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion. Any interest and other appropriate and customary transmittal materials (which income resulting from such investment shall specify that delivery shall be effectedbecome a part of the Exchange Fund, and risk any amounts in excess of loss and title to the certificates theretofore representing shares of BVB Stock ("Certificates") shall pass, only upon proper delivery of such Certificates to an exchange agent designated by Interchange (the "Exchange Agent")) in such form as Interchange and BVB shall mutually agree ("Election Forms"amounts payable under Section 4.1(a) shall be mailed 30 days promptly returned to VeriFone. Following the Effective Time, subject to surrender of the Certificates (or affidavits of loss in lieu thereof as provided in Section 4.2(g)) or the Book-Entry Shares, the Exchange Agent shall deliver the Merger Consideration, cash in lieu of any fractional shares of VeriFone Common Stock and any dividends or distributions contemplated to be paid in respect of the Shares (other than the Special Cash Dividend) pursuant to this Agreement out of the Exchange Fund. Exchange of any Book-Entry Shares shall be effected in accordance with VeriFone’s customary procedures with respect to securities represented by book-entry. Except as contemplated in this Agreement, the Exchange Fund shall not be used for any other purpose. (ii) Subject to allocation and proration in accordance with the provisions of this Section 4.2, each record holder of Shares (other than Excluded Shares) issued and outstanding immediately prior to the anticipated Effective Date or on such other earlier date Election Deadline (as BVB and Interchange defined below) shall mutually agree be entitled ("Mailing Date") to each holder of record of BVB Stock as of five business days prior to the Mailing Date ("Election Form Record Date"). B. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), subject to the allocation procedures of this Section 1.07, either (iA) to elect to receive only Interchange Stock with in respect to of each such holder's BVB Stock Share ("x) Cash Election Consideration (a “Cash Election”), or (y) Mixed Consideration (a “Mixed Election”) or (z) Stock Election Shares"); Consideration (iia “Stock Election”) to elect to receive only cash with respect to such holder's BVB Stock ("Cash Election Shares"); (iii) to elect to receive a combination of Interchange Stock and cash with respect to such holder's BVB Stock rounded, in each case, to the nearest whole share ("Mixed Election Shares"); or (ivB) to indicate that such record holder makes has no preference as to the receipt of Cash Consideration, Mixed Consideration or Stock Consideration for such Shares (a “Non-Election”). Shares in respect of which a Non-Election is made (including shares in respect of which such an election is deemed to have been made pursuant to this Section 4.2 ("No the “Non-Election Shares"”). Subject ) shall be deemed by VeriFone, in its sole and absolute discretion, subject to the allocation procedures Section 4.2(b)(v), to be, in whole or in part, Shares in respect of this Section 1.07which a Cash Election, the a Mixed Election Shares or a Stock Election has been made. (iii) Elections pursuant to Section 4.2(b)(ii) shall be divided made on a form and with such other provisions to be reasonably agreed upon by ▇▇▇▇▇▇ and VeriFone (a “Form of Election”) to be provided by the Exchange Agent into such portion for that purpose to holders of record of Shares (to be as closely as possible to 60% other than holders of Excluded Shares), together with appropriate transmittal materials and a declaration form in the aggregate) with respect to which the holder will receive Interchange Stock of record states whether the holder is a resident of Israel as defined in the Israeli Income Tax Ordinance [New Version], 1961, as amended (the "Mixed Stock Shares"“Ordinance”), at the time of mailing to holders of record of Shares of the Prospectus/Proxy Statement (as defined in Section 6.3(a)) and such portion (to be approximately 40% in the aggregate) with respect to which the holder will receive cash (the "Mixed Cash Shares") for the purposes of allocating the total 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 consideration with respect to which a Mixed election has been made without regard to the pro rata selection process set forth below. Any BVB 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 25th day following the Mailing Date (or such including any other time and date as Interchange and BVB may mutually agree) (the "Election Deadline") shall also be deemed to be "No Election Shares." C. Interchange shall make available up to two separate Election Forms, or such additional Election Forms as Interchange in its sole discretion may permit, to all persons who become holders (or beneficial owners) of BVB Stock between the Election Form Record Date and close of business on the business day prior to the Election Deadline, and BVB shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. BVB acknowledges declarations 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. D. Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of BVB Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the person submitting such Election Form at or prior to the Election Deadline. Following the Election Deadline, an Election Form may not be revoked or changed by the person submitting such Election Form. In the event an Election Form is revoked prior to the Election Deadline, the shares of BVB Stock represented by such Election Form shall become No Election Shares and Interchange shall cause the Certificates to be promptly returned without charge to the person submitting the Election Form upon written request to that effect from the person who submitted the Election Form. Subject to the terms of this Agreement and of the Election 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 Interchange nor the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form. E. Within five business days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, Interchange shall cause the Exchange Agent to effect the allocation among the holders of BVB Stock of rights to receive Interchange Stock or cash in the Merger in accordance with the Election Forms as follows:required for Israeli Tax

Election Procedures. A. Election forms (a) The parties shall exercise their respective rights under Section 10 hereof by sending a written notice by United States certified or registered mail, return receipt requested, postage prepaid, addressed: (i) if to the Trust (or any Permitted Transferee) at the address specified above (or to any Permitted Transferee at the address furnished by such Permitted Transferee by written notice to Holdings), and (ii) if to Holdings, to the attention of the Board of Directors of Holdings, at the address specified in Section 19 hereof, with copies to Ecke▇▇ ▇▇▇m▇▇▇ ▇▇▇▇▇▇ & ▇ell▇▇▇ ▇▇▇ the Merr▇▇▇ ▇▇▇c▇ ▇▇▇estors, at their addresses specified in Section 19 hereof, or to such other appropriate and customary transmittal materials (which shall specify address as either party has furnished to the other in writing, except that delivery notices of change of address shall be effected, and risk of loss and title to the certificates theretofore representing shares of BVB Stock ("Certificates") shall pass, effective only upon proper delivery of such Certificates receipt. Other notices pursuant to an exchange agent designated by Interchange (the "Exchange Agent")) in such form as Interchange and BVB shall mutually agree ("Election Forms") this Agreement shall be mailed 30 days prior to communicated in the anticipated Effective Date or on such other earlier date as BVB and Interchange shall mutually agree ("Mailing Date") to each holder of record of BVB Stock as of five business days prior to the Mailing Date ("Election Form Record Date")manner provided in Section 19, unless otherwise expressly provided herein. B. Each Election Form (b) Holdings' notice of its determination to effect a Call Repurchase shall permit be effective if deposited in the holder mail as specified in subsection (or the beneficial owner through appropriate and customary documentation and instructions), subject to the allocation procedures a) of this Section 1.07, either 11 or hand delivered to the Trustee and/or any Permitted Transferee within the applicable time period specified in Section 10(a)(i) hereof and shall specify (i) to elect to receive only Interchange Stock with respect to such holder's BVB Stock ("Stock Election Shares"); the Call Repurchase Price and (ii) to elect to receive only cash with respect to in reasonable detail the basis on which such holder's BVB Stock ("Cash Election Shares"price was computed. Any Initial Put Notice or Second Put Notice shall be effective if received by the Board of Directors of Holdings within the applicable time period specified in Section 10(b)(i) or Section 10(b)(ii); and, within 45 calendar days after the receipt by Holdings of any such notice, Holdings shall notify the Trust (iiiand any Permitted Transferees) to elect to receive a combination of Interchange Stock and cash with respect to such holder's BVB Stock rounded, in each case, to (i) the nearest whole share ("Mixed Election number of Initial Put Shares or Secondary Put Shares"); or (iv) to indicate that such holder makes no election ("No Election Shares"). Subject to the allocation procedures of this Section 1.07, the Mixed Election Shares shall be divided by the Exchange Agent into such portion (to be as closely as possible to 60% in the aggregate) with respect to which the holder will receive Interchange Stock (the "Mixed Stock Shares") and such portion (to be approximately 40% in the aggregate) with respect to which the holder will receive cash (the "Mixed Cash Shares") for the purposes of allocating the total 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 consideration with respect to which a Mixed election has been made without regard to the pro rata selection process set forth below. Any BVB Stock with respect to which the holder (or the beneficial owner, as the case may be, to be purchased by Holdings, and (ii) the applicable Put Repurchase Price (specifying in reasonable detail the basis on which such price was computed). (c) Any Repurchase Notice shall not have submitted to specify the Exchange Agent an effectiveplace, properly completed Election Form on or before 5:00 p.m., Eastern time, on the 25th day following the Mailing Date (or such other time and date as Interchange for the delivery of and BVB may mutually agree) (payment for such Shares, which shall be in the "Election Deadline") shall also be deemed to be "No Election Shares." C. Interchange shall make available up to two separate Election Forms, or such additional Election Forms as Interchange in its sole discretion may permit, to all persons who become holders (or beneficial owners) City of BVB Stock between the Election Form Record Date and close of business on the business day prior to the Election DeadlinePittsburgh, and BVB during normal business hours on a Business Day which shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. BVB 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. 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 less than 10 nor 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 BVB Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the person submitting such Election Form at or prior to the Election Deadline. Following the Election Deadline, an Election Form may not be revoked or changed by the person submitting such Election Form. In the event an Election Form is revoked prior to the Election Deadline, the shares of BVB Stock represented by such Election Form shall become No Election Shares and Interchange shall cause the Certificates to be promptly returned without charge to the person submitting the Election Form upon written request to that effect from the person who submitted the Election Form. Subject to the terms of this Agreement and of the Election 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 Interchange nor the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form. E. Within five business than 30 calendar days after the Election Deadline, unless receipt of such notice by the Effective Time has not yet occurred, in which case as soon thereafter as practicable, Interchange shall cause the Exchange Agent to effect the allocation among the holders of BVB Stock of rights to receive Interchange Stock Trust (or cash in the Merger in accordance with the Election Forms as follows:by such Permitted Transferees).

Election Procedures. A. (a) Holders of shares of Seller Common Stock may elect to receive shares of Buyer Common Stock or cash (in either case without interest) in exchange for their shares of Seller Common Stock in accordance with the procedures set forth in this Section 2.2. Shares of Seller Common Stock as to which a Cash Election forms (including, pursuant to a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of Seller Common Stock as to which a Stock Election has been made (including, pursuant to a Mixed Election) are referred to as “Stock Election Shares.” Shares of Seller Common Stock as to which no election has been made (or as to which an Election Form is not returned properly completed) are referred to herein as “Non-Election Shares.” (b) 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 BVB Stock ("Certificates") Certificates shall pass, only upon proper delivery of such Certificates to an exchange agent designated by Interchange (the "Exchange Agent")) , in such form as Interchange Seller and BVB Buyer shall mutually agree ("“Election Forms") Form”), shall be mailed 30 days prior to on the anticipated Effective Date or on such other earlier same date as BVB and Interchange shall mutually agree the Proxy Statement/Prospectus ("as defined herein) is mailed to shareholders of Seller (the “Mailing Date"”) to each holder of record of BVB Seller Common Stock as of five business days prior eligible to vote at the Mailing Date Seller Stockholders’ 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)such holder, subject to the allocation and election procedures of set forth in this Section 1.072.2, either (i) to elect to receive only Interchange the Cash Consideration for all of the shares of Seller Common Stock with respect to held by such holder's BVB Stock ("Stock Election Shares", in accordance with Section 2.1(c)(1); , (ii) to elect to receive only cash the Stock Consideration for all of such shares, in accordance with respect to such holder's BVB Stock ("Cash Election Shares"Section 2.1(c)(2); , (iii) to elect to receive the Stock Consideration for a combination certain number of Interchange Stock and cash with respect to such holder's BVB Stock rounded’s shares and the Cash Consideration for all other shares of such holder’s shares (a “Mixed Election”) (all such shares together, in each case, to the nearest whole share ("“Mixed Election Shares"”); , or (iv) to indicate that such record holder makes has no election ("No Election Shares"). Subject preference as to the allocation procedures receipt of this Section 1.07cash or Buyer Common Stock for such shares. A holder of record of shares of Seller Common Stock who holds such shares as nominee, trustee or in another representative capacity (a “Stockholder Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the Mixed Election Shares shall be divided shares of Seller Common Stock held by the Exchange Agent into such portion (to be as closely as possible to 60% in the aggregate) with respect to which the holder will receive Interchange Stock (the "Mixed Stock Shares") and such portion (to be approximately 40% in the aggregate) with respect to which the holder will receive cash (the "Mixed Cash Shares") Stockholder Representative for the purposes of allocating the total 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 consideration with respect to which a Mixed election has been made without regard to the pro rata selection process set forth belowparticular beneficial owner. Any BVB shares of Seller Common Stock with respect to which the holder (or the beneficial ownerthereof shall not, as of the case may be) shall not Election Deadline (as defined herein), have submitted made an election by submission to the Exchange Agent of an effective, properly completed Election Form shall be deemed Non-Election Shares. (c) To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., Eastern New York City time, on the 25th day following the Mailing Date (or such other time and date as Interchange Buyer and BVB Seller may mutually agree) (the "“Election Deadline") ”); provided, however, that the Election Deadline may not occur on or after the Closing Date. Seller shall also be deemed use its reasonable best efforts to be "No Election Shares." C. Interchange shall make available up to two separate Election Forms, or such additional Election Forms as Interchange in its sole discretion Buyer may permit, to all persons who become holders (or beneficial owners) of BVB Seller Common Stock between the Election Form Record Date and the close of business on the business day prior to the Election Deadline, and BVB . Seller shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. BVB 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. D. Any such An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of BVB Seller Common Stock covered by such Election Form, together with duly executed transmittal materials included in with the Election Form. If a Seller stockholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline (without later submitting a properly completed Election Form prior to the Election Deadline), the shares of Seller Common Stock held by such stockholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. Following the Election Deadline, an Election Form may not be revoked or changed by the person submitting such Election Form. In the event an Election Form is revoked prior to the Election Deadline, the shares of BVB Stock represented by such Election Form shall become No Election Shares and Interchange Buyer shall cause the Certificate or Certificates relating to any revoked Election Form to be promptly returned without charge to the person submitting the Election Form upon written request to that effect from the person who submitted the Election FormExchange Agent. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have the sole discretion to determine whether when any election, modification or revocation is received and whether any such election, modification or change revocation has been properly made. All Elections (whether Cash, Stock or timely made and to disregard immaterial defects in the Election Forms, and any decisions of Mixed) shall be revoked automatically if the Exchange Agent regarding such matters is notified in writing by Buyer or Seller, upon exercise by Buyer or Seller of its respective or their mutual rights to terminate this Agreement to the extent provided under Article 10, that this Agreement has been terminated in accordance with Article 10. (d) Notwithstanding any other provision contained in this Agreement, in no event will the number of Cash Election Shares be converted into the Cash Consideration if this would result in the amount of cash paid exceeding the Aggregate Cash Consideration. For purposes of this Agreement, the term “Aggregate Cash Consideration” means $7,252,066 including all amounts paid in cash for the Options Consideration pursuant to Section 2.3(a) if any and for shares held by the ESOP pursuant to Section 6.3(h) which have not been allocated to the accounts of participants. All of the other shares of Seller Common Stock shall be binding and conclusiveconverted into the Stock Consideration. (e) If the number of Cash Election Shares times the Cash Consideration is less than the Aggregate Cash Consideration, then: (1) all Cash Election Shares shall be converted into the right to receive cash, (2) Non-Election Shares shall then be deemed to be Cash Election Shares to the extent necessary to have the total number of Cash Election Shares times the Cash Consideration equal the Aggregate Cash Consideration. Neither Interchange nor If less than all of the Non-Election Shares need to be treated as Cash Election Shares, then the Exchange Agent shall select which Non-Election Shares shall be treated as Cash Election Shares in such manner as the Exchange Agent shall determine, and all remaining Non-Election Shares shall thereafter be treated as Stock Election Shares, (3) If all of the Non-Election Shares are treated as Cash Election Shares under any obligation the preceding subsection and the total number of Cash Election Shares times the Cash Consideration is less than the Aggregate Cash Consideration, then the Exchange Agent shall convert on a pro rata basis as described below a sufficient number of Stock Election Shares into Cash Election Shares (“Reallocated Cash Shares”) such that the sum of the number of Cash Election Shares plus the number of Reallocated Cash Shares times the Cash Consideration equals the Aggregate Cash Consideration, and all Reallocated Cash Shares will be converted into the right to notify any person of any defect in an receive the Cash Consideration, and (4) the Stock Election FormShares which are not Reallocated Cash Shares shall be converted into the right to receive the Stock Consideration. E. (f) If the number of Cash Election Shares times the Cash Consideration is greater than the Aggregate Cash Consideration, then: (1) all Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Stock Consideration, (2) the Exchange Agent shall convert on a pro rata basis as described below a sufficient number of Cash Election Shares (“Reallocated Stock Shares”) such that the number of remaining Cash Election Shares times the Cash Consideration equals the Aggregate Cash Consideration, and all Reallocated Stock Shares shall be converted into the right to receive the Stock Consideration, and (3) the Cash Election Shares which are not Reallocated Stock Shares shall be converted into the right to receive the Cash Consideration. (g) If the number of Cash Election Shares times the Cash Consideration is equal to the Aggregate Cash Consideration, then subparagraphs (d)(i) and (ii) above shall not apply and all Non-Election Shares and all Stock Election Shares will be converted into the right to receive the Stock Consideration. (h) In the event that the Exchange Agent is required to convert some Stock Election Shares into Reallocated Cash Shares, each holder of Stock Election Shares shall be allocated a pro rata portion of the total Reallocated Cash Shares. In the event the Exchange Agent is required to convert some Cash Election Shares into Reallocated Stock Shares, each holder of Cash Election Shares shall be allocated a pro rata portion of the total Reallocated Stock Shares. (i) Notwithstanding any other provision hereof, no fractional shares of Buyer Common Stock and no certificates or scrip therefor, or other evidence of ownership thereof, will be issued in the Merger. Instead, Buyer will pay to each holder of Seller Common Stock who would otherwise be entitled to a fractional share of Buyer Common Stock (after taking into account all Old Certificates delivered by such holder) an amount in cash (without interest) determined by multiplying such fraction of a share of Buyer Common Stock by the average of the closing sale prices of Buyer Common Stock, as reported on The Nasdaq Stock Market for the twenty consecutive trading days ending on the day immediately prior to the Closing Date; provided, however, that in the event Buyer Common Stock does not trade on one or more of the trading days in such period, any such date shall be disregarded in computing the average closing sales price and the average shall be based upon the closing sales prices and number of days on which Buyer Common Stock actually traded during such period. (j) Within five business days after the Election Deadline, unless the Effective Time has not yet occurredof the Merger, in which case as soon thereafter as practicable, Interchange Buyer shall cause the Exchange Agent to effect the allocation of the Cash Consideration and the Stock Consideration among the holders of BVB Seller Common Stock of rights and to receive Interchange Stock or cash in distribute the Merger in accordance with the Election Forms Consideration as follows:set forth herein.

Election Procedures. A. Election forms and other appropriate and customary transmittal materials (which shall specify The parties hereto agree that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of BVB Stock ("Certificates") shall pass, only upon proper delivery of such Certificates to an exchange agent designated by Interchange (the "Exchange Agent")) in such form as Interchange and BVB shall mutually agree ("Election Forms") shall be mailed 30 days prior to the anticipated Effective Date or on such other earlier date as BVB and Interchange shall mutually agree ("Mailing Date") to each holder of record of BVB Stock as of five business days prior to the Mailing Date ("Election Form Record Date"). B. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), subject to the allocation procedures of this Section 1.07, either (i) each Prepetition Term Lender that is not a Backstop Term Lender that is a party to elect the Transaction Support Agreement (in such capacity, each an “Electing Term Lender”) may participate with the other Electing Term Lenders to receive only Interchange Stock with respect to such holder's BVB Stock provide its pro rata portion of 38.3% of the DIP Facility and the New Money Exit Loans ("Stock Election Shares"); the “Term DIP Portion”) and (ii) each Prepetition IPCo Noteholder that is not a Backstop Term Lender that is a party to elect the Transaction Support Agreement (in such capacity, each an “Electing IPCo Noteholder” and, together with the Electing Term Lenders, the “Electing DIP Lenders”) may participate with the other Electing IPCo Noteholders to receive only cash with respect to such holder's BVB Stock provide its pro rata portion of 11.7% of the DIP Facility and the New Money Exit Loans ("Cash Election Shares"the “IPCo DIP Portion”); (iii) to elect to receive a combination of Interchange Stock and cash with respect to such holder's BVB Stock rounded, in each casecase by executing a joinder (each, an “Election Joinder”) to the nearest whole share DIP Credit Agreement no later than ten ("Mixed 10) Business Days (the “Election Shares"); or Deadline”) after the Petition Date (iv) to indicate that such holder makes no election ("No Election Shares"as defined in Annex A). Subject to the allocation procedures of this Section 1.07, the Mixed Election Shares Such participation shall be divided by the Exchange Agent into such portion (to be as closely as possible to 60% in the aggregate) with respect to which the holder will receive Interchange Stock (the "Mixed Stock Shares") and such portion (to be approximately 40% in the aggregate) with respect to which the holder will receive cash (the "Mixed Cash Shares") for the purposes of allocating the total 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 consideration with respect to which on a Mixed election has been made without regard to the pro rata selection process set forth below. Any BVB 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 25th day following the Mailing Date (or such other time and date as Interchange and BVB may mutually agree) (the "Election Deadline") shall also be deemed to be "No Election Shares." C. Interchange shall make available up to two separate Election Forms, or such additional Election Forms as Interchange in its sole discretion may permit, to all persons who become holders (or beneficial owners) of BVB Stock between the Election Form Record Date and close of business on the business day prior to the Election Deadline, and BVB shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. BVB 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. D. Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of BVB Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the person submitting such Election Form at or prior to the Election Deadline. Following the Election Deadline, an Election Form may not be revoked or changed by the person submitting such Election Form. In the event an Election Form is revoked prior to the Election Deadline, the shares of BVB Stock represented by such Election Form shall become No Election Shares and Interchange shall cause the Certificates to be promptly returned without charge to the person submitting the Election Form upon written request to that effect from the person who submitted the Election Form. Subject to the terms of this Agreement and of the Election 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 Interchange nor the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form. E. Within five business days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, Interchange shall cause the Exchange Agent to effect the allocation among the holders of BVB Stock of rights to receive Interchange Stock or cash in the Merger basis in accordance with (A) the proportion of (1) the obligations under the Prepetition Term Credit Agreement owed to each such Prepetition Term Lender to (2) the obligations owed to all Prepetition Term Lenders under the Prepetition Term Credit Agreement on the Election Forms Deadline of the Term DIP Portion and (B) the proportion of (1) the obligations under the Prepetition IPCo Indentures owed to each such Prepetition IPCo Noteholder to (2) the obligations owed to all Prepetition IPCo Noteholders under the Prepetition IPCo Indentures on the Election Deadline of the IPCo DIP Portion, respectively. Each Electing DIP Lender that elects to participate in the DIP Facility shall be obligated to participate in its ratable portion of the New Money Exit Loans and the commitments under the New Money Exit Loan will be “stapled to” the DIP Facility and traded in equal percentages. On the fifth Business Day following the Election Deadline (the “Election Funding Date”), upon the funding by each Electing DIP Lender of its DIP Loans, the DIP Credit Agreement commitment schedules (including, without limitation, the commitments to the fund the New Money Exit Loans) will be revised to reflect the commitments of the Electing DIP Lenders under the DIP Facility and the New Money Exit Loans, and each Backstop Term Lender’s DIP Loans under the DIP Facility will be repaid within two (2) Business Days of receipt of such funds and reduced proportionally to account for the DIP Loans funded by the Electing DIP Lenders on the Election Funding Date and the commitments on the New Money Exit Loans will be reduced proportionally to the commitment of the Electing DIP Lenders. It is understood and agreed for the avoidance of doubt that (x) neither the Borrower nor any other Debtor shall be required to take any action to facilitate the funding by any Electing DIP Lender of any DIP Loan and/or any New Money Exit Loan (and/or any repayment of any DIP Loan required to effectuate the foregoing) other than (1) to facilitate the posting of notices to the Prepetition IPCo Noteholders or the Prepetition Term Lenders through the IPCo Notes Trustee (as follows:defined in the DIP Credit Agreement) or the Prepetition Term Agent (as defined in the DIP Credit Agreement) and (2) consenting to the revisions of Schedule 2.01 to the DIP Credit Agreement as provided therein and (y) in no event shall any transaction contemplated by this paragraph result in a reduction to the aggregate amount of commitments or loans available under the DIP Facility and/or in respect of the New Money Exit Loans.

Election Procedures. A. Election forms (a) An election form and other appropriate and customary letter of transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of BVB Stock ("Certificates") shall pass, only upon proper delivery of such Certificates to an exchange agent designated by Interchange (the "Exchange Agent")) in such form as Interchange EMERALD and BVB MBCN shall mutually agree ("Election Forms"hereinafter referred to as the “ELECTION FORM”) shall be mailed 30 days prior to the anticipated Effective Date or on such other earlier date as BVB and Interchange shall mutually agree ("Mailing Date") to each holder of EMERALD common shares, along with the PROXY STATEMENT/PROSPECTUS (as defined in Section 6.02 of this AGREEMENT) and related proxy materials for the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders. The shareholders of EMERALD entitled to receive the ELECTION FORM shall be those shareholders of record of BVB Stock as of five the record date fixed for the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders. EMERALD and MBCN shall also establish a deadline for receipt of such ELECTION FORMS (hereinafter referred to as the “ELECTION DEADLINE”), which deadline shall be the close of business days prior on the date of the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders, unless MBCN elects to establish a later ELECTION DEADLINE not later than the Mailing Date ("Election Form Record Date")close of business on the last day that EMERALD shareholders are permitted to give notice of their exercise of statutory dissenters’ rights. MBCN shall also use commercially reasonable efforts to provide the ELECTION FORM to shareholders of record who become record shareholders after the record date and before the ELECTION DEADLINE. B. (b) Each Election Form ELECTION FORM shall permit entitle the holder (or the beneficial owner through appropriate and customary documentation and instructions), subject to the allocation procedures of this Section 1.07, either EMERALD common shares (i) to elect to receive only Interchange Stock with respect to the CASH CONSIDERATION for all of such holder's BVB Stock ’s shares ("Stock Election Shares"hereinafter referred to as a “CASH ELECTION”); , (ii) to elect to receive only cash with respect to the STOCK CONSIDERATION for all of such holder's BVB Stock ’s shares ("Cash Election Shares"hereinafter referred to as a “STOCK ELECTION”); , (iii) to elect to receive a combination the CASH CONSIDERATION with respect to some of Interchange Stock such holder’s shares and cash the STOCK CONSIDERATION with respect to such holder's BVB Stock rounded’s remaining shares (hereinafter referred to as a “MIXED ELECTION”), in each case, to the nearest whole share ("Mixed Election Shares"); or (iv) to indicate that such holder makes has no preference concerning the receipt of the CASH CONSIDERATION or the STOCK CONSIDERATION (hereinafter referred to as a “NON-ELECTION”). EMERALD common shares for which the CASH CONSIDERATION is elected pursuant to a CASH ELECTION or a MIXED ELECTION are referred to herein as “CASH ELECTION SHARES.” EMERALD common shares for which the STOCK CONSIDERATION is elected pursuant to a STOCK ELECTION or a MIXED ELECTION are referred to herein as “STOCK ELECTION SHARES.” EMERALD common shares for which the NON-ELECTION is the made, and EMERALD common shares for which no election is made by the holder by the ELECTION DEADLINE ("No Election Shares"). Subject to the allocation procedures excluding DISSENTING SHARES, as defined in Section 2.10 of this Section 1.07, the Mixed Election Shares AGREEMENT) are referred to herein as “NON-ELECTION SHARES.” (c) An election shall be divided considered to have been validly made by the Exchange Agent into such portion (to be as closely as possible to 60% in the aggregate) with respect to which the a holder will receive Interchange Stock (the "Mixed Stock Shares") and such portion (to be approximately 40% in the aggregate) with respect to which the holder will receive cash (the "Mixed Cash Shares") for the purposes of allocating the total consideration as specified belowEMERALD common shares only if, it being the intention that, to the fullest extent possible, subject to all applicable constraints, all Mixed Election Shares shall receive the consideration with respect to which a Mixed election has been made without regard to the pro rata selection process set forth below. Any BVB 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 local time, on the 25th day following ELECTION DEADLINE, MBCN or the Mailing Date EXCHANGE AGENT (or such other time and date as Interchange and BVB may mutually agree) (the "Election Deadline") shall also be deemed to be "No Election Shares." C. Interchange shall make available up to two separate Election Formsdefined below), or such additional Election Forms as Interchange in its sole discretion may permitapplicable, to all persons who become holders (or beneficial owners) of BVB Stock between the Election Form Record Date and close of business on the business day prior to the Election Deadline, and BVB shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. BVB 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. D. Any such election shall have been properly made only if the Exchange Agent shall have actually received a an ELECTION FORM properly completed Election Form and executed by the Election Deadline. An Election Form shall be deemed properly completed only if such holder, accompanied by either (i) one or more Certificates certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificatesa “CERTIFICATE”) representing all the EMERALD common shares as to which such election is being made, duly endorsed in blank or otherwise in form acceptable for transfer on the books of BVB Stock covered by such Election FormEMERALD, together with duly executed transmittal materials included or containing an appropriate guaranty of delivery in the Election Form. Any Election Form may be revoked form customarily used in transactions of this nature from a member of a national securities exchange or changed by a member of the person submitting such Election Form at National Association of Securities Dealers, Inc., or prior a commercial bank or trust company in the United States, or (ii) with respect to the Election Deadline. Following the Election Deadlinea CERTIFICATE that has been lost, an Election Form may not be revoked stolen, or changed by the person submitting such Election Form. In the event an Election Form is revoked prior to the Election Deadlinedestroyed, the shares affidavit and, if required, bond required under Section 2.06(g) of BVB Stock represented by such Election Form shall become No Election Shares and Interchange shall cause the Certificates to be promptly returned without charge to the person submitting the Election Form upon written request to that effect from the person who submitted the Election Formthis AGREEMENT. Subject to the terms of this Agreement AGREEMENT and of the Election FormELECTION FORM, the Exchange Agent MBCN shall have the sole reasonable discretion to determine whether any election, revocation revocation, or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any ELECTION FORM. Any good faith decisions of the Exchange Agent MBCN regarding such matters shall be binding and conclusive. (d) A holder of EMERALD common shares that is a bank, trust company, security broker-dealer or other recognized nominee, may submit one or more ELECTION FORMS for the persons for whom it holds shares as nominee provided that such bank, trust company, security broker-dealer or nominee certifies to the satisfaction of EMERALD and MBCN the names of the persons for whom it is so holding shares (hereinafter referred to as the “BENEFICIAL OWNERS”). Neither Interchange nor the Exchange Agent In such case, each BENEFICIAL OWNER for whom an ELECTION FORM is submitted shall be under any obligation to notify any person treated as a separate owner for purposes of any defect the election procedure and allocation of shares set forth in an Election Formthis ARTICLE TWO. E. Within five business days after (e) Any holder of EMERALD common shares may at any time before the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, Interchange shall cause the Exchange Agent to effect the allocation among the holders of BVB Stock of rights to receive Interchange Stock or cash in the Merger ELECTION DEADLINE withdraw such holder’s election and either (i) submit a new ELECTION FORM in accordance with the Election Forms procedures in this Section 2.04 or (ii) withdraw the CERTIFICATE or CERTIFICATES for EMERALD common shares deposited therewith by providing written notice that is received by MBCN or the EXCHANGE AGENT, as follows:applicable, by 5:00 p.m., local time, on the business day prior to the ELECTION DEADLINE. ELECTIONS may be similarly revoked if this AGREEMENT is terminated.

Election Procedures. A. Election forms (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 evidencing shares of BVB Company Common Stock (the "Certificates") shall pass, only upon proper delivery of such Certificates to an exchange agent unaffiliated bank or trust company designated by Interchange Parent and reasonably satisfactory to the Company (the "Exchange Agent")) in such form as Interchange the Company and BVB Parent shall mutually agree (the "Election FormsForm") ), shall be mailed 30 no later than 15 days prior to the anticipated Effective Date Time or on such other earlier date as BVB Parent and Interchange shall the Company may mutually agree (the "Mailing Date") to each holder of record of BVB Company Common Stock as of five business days Business Days prior to the Mailing Date (the "Election Form Record Date"). B. . Each Election Form shall permit each holder of record of Company Common Stock as of the holder Election Form Record Date (or in the case of nominee record holders, the beneficial owner through appropriate proper instructions and customary documentation and instructions), subject documentation) to the allocation procedures of this Section 1.07, either (i) to elect to receive only Interchange 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 BVB remaining shares (a "Mixed Election") or (iv) make no election the receipt of the Cash Consideration or the Stock Consideration (a "Non-Election"), provided that, notwithstanding any other provision of this Agreement, other than paragraph (e) of this Section 3.02, 50% of the total number of shares of Company Common Stock issued and outstanding at the Effective Time, including any Dissenting Shares but excluding any Treasury Stock (the "Stock Conversion Number"), shall be converted into the Stock Consideration and the remaining outstanding shares of Company Common Stock shall be converted into the Cash Consideration. Holders of record of shares of Company Common Stock who hold such shares as nominees, trustees or in other representative capacities (a "Representative") may submit multiple Election Forms, provided that such Representative certifies that each such Election Form covers all the shares of Company Common Stock held by that Representative for a particular beneficial owner. Shares of Company Common Stock as to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as "Cash Election Shares." Shares of Company Common Stock as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as "Stock Election Shares." Shares of Company Common Stock as to which no election has been made are referred to herein as "); (ii) to elect to receive only cash with respect to such holder's BVB Stock ("Cash Non-Election Shares"); (iii) to elect to receive a combination ." The aggregate number of Interchange shares of Company Common Stock and cash with respect to such holder's BVB Stock rounded, 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 1.07, the Mixed Election Shares shall be divided by the Exchange Agent into such portion (to be as closely as possible to 60% in the aggregate) with respect to which the holder will receive Interchange Stock (the "Mixed Stock Shares") and such portion (to be approximately 40% in the aggregate) with respect to which the holder will receive cash (the "Mixed Cash Shares") for the purposes of allocating the total 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 consideration with respect to which a Mixed election Stock Election has been made without regard is referred to herein as the pro rata selection process set forth below. "Stock Election Number." Any BVB Stock Dissenting Shares shall be deemed to be Cash Election Shares, and with respect to which such shares the holder holders thereof shall in no event receive consideration comprised of Parent Common Stock. (or the beneficial ownerb) To be effective, as the case may be) a properly completed Election Form shall not have be submitted to the Exchange Agent an effective, properly completed Election Form on or before 5:00 p.m., Eastern New York City time, on the 25th 20th calendar day following but not including the Mailing Date (or such other time and date as Interchange Parent and BVB the Company may mutually agree) (the "Election Deadline") shall also be deemed to be "No Election Shares." C. Interchange shall make available up to two separate Election Forms, or such additional Election Forms as Interchange in its sole discretion may permit, to all persons who become holders (or beneficial owners) of BVB Stock between the Election Form Record Date and close of business on the business day prior to the Election Deadline, and BVB shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. BVB 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). 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. (c) 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 BVB Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in with the Election Form. Any If a holder of Company Common Stock either (i) does not submit a properly completed Election Form may be revoked in a timely fashion or changed by (ii) revokes the person submitting such holder's Election Form at or prior to the Election Deadline. Following the Election Deadline, an Election Form may not be revoked or changed by the person submitting such Election Form. In the event an Election Form is revoked prior to the Election Deadline, the shares of BVB Company Common Stock represented held by such holder shall be designated Non-Election Form shall become No Election Shares and Interchange Shares. Parent shall cause the Certificates described in clause (ii) of the immediately preceding sentence to be promptly returned without charge to the person Person submitting the Election Form upon written request to that effect from the person Person who submitted the Election Form. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have the sole reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. Neither Interchange Parent nor the Exchange Agent shall be under any obligation to notify any person Person of any defect in an Election Form. E. (d) Within five business days Business Days after the later to occur of the Election Deadline, unless Deadline or the Effective Time has not yet occurredTime, in which case as soon thereafter as practicable, Interchange Parent shall cause the Exchange Agent to effect the allocation among the holders of BVB Company Common Stock of rights to receive Interchange the Cash Consideration and the Stock or cash in the Merger in accordance with the Election Forms Consideration as follows: (i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the 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 Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non- Election Shares equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder's Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non- election Shares, then 13 all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder's Cash Election Shares being converted into the right to receive the Cash Consideration. (e) If the tax opinion referred to in Section 7.01(f) cannot be rendered because the counsel or auditors charged with providing such opinion reasonably determines that the Merger may not satisfy the continuity of interest requirements applicable to reorganizations under Section 368(a) of the Code, then Parent shall reduce the number of shares of Company Common Stock entitled to receive the Cash Consideration and correspondingly increase the number of shares of Company Common Stock entitled to receive the Stock Consideration by the minimum amount necessary to enable such tax opinion to be rendered.

Election Procedures. A. Election forms 11 - (a) Parent shall designate an exchange agent to act as agent (the "EXCHANGE AGENT") for purposes of conducting the election procedure and other appropriate the exchange procedure described in Sections 3.03 and customary 3.04. Provided that the Company has delivered, or caused to be delivered, to the Exchange Agent all information which is necessary for the Exchange Agent to perform its obligations as specified herein, the Exchange Agent shall, no later than the twenty-fifth (25th) Business Day prior to the anticipated Effective Date, mail or make available to each holder of record of a Certificate or Certificates (i) a notice and letter of transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates Certificates theretofore representing shares of BVB Company Common Stock ("Certificates") shall pass, only upon proper delivery of such the Certificates to an exchange agent designated by Interchange (the "Exchange Agent")) advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Exchange Agent such Certificate or Certificates in exchange for the consideration set forth in Section 3.01(d) hereof deliverable in respect thereof pursuant to this Agreement and (ii) an election form in such form as Interchange Parent and BVB the Company shall mutually agree (the "Election Forms") shall be mailed 30 days prior to the anticipated Effective Date or on such other earlier date as BVB and Interchange shall mutually agree ("Mailing Date") to each holder of record of BVB Stock as of five business days prior to the Mailing Date ("Election Form Record DateELECTION FORM"). B. (b) Each Election Form shall permit the holder (or in the case of nominee record holders, the beneficial owner through appropriate proper instructions and customary documentation and instructionsdocumentation), subject to the allocation procedures of this Section 1.07, either (i) to elect to receive only Interchange Parent Common Stock with respect to all of such holder's BVB Company Common Stock as hereinabove provided (the "Stock Election SharesSTOCK ELECTION SHARES"); , (ii) to elect to receive only cash with respect to all of such holder's BVB Company Common Stock as hereinabove provided (the "Cash Election SharesCASH ELECTION SHARES"); , (iii) to elect to receive a combination Parent Common Stock with respect to part of Interchange such holder's Company Common Stock and to receive cash with respect to the remaining part of such holder's BVB Company Common Stock rounded, in each case, to the nearest whole share as hereinabove provided (a "Mixed Election SharesMIXED ELECTION"); or , or (iv) to indicate that such holder makes no such election ("No Election Shares"). Subject to the allocation procedures of this Section 1.07, the Mixed Election Shares shall be divided by the Exchange Agent into such portion (to be as closely as possible to 60% in the aggregate) with respect to which the holder will receive Interchange such holder's shares of Company Common Stock (the "NO-ELECTION SHARES"). (c) With respect to each holder of Company Common Stock who makes a Mixed Election, the shares of Company Common Stock Shares"such holder elects to be converted into the right to receive Parent Common Stock shall be treated as Stock Election Shares and the shares such holder elects to be converted into the right to receive cash shall be treated as Cash Election Shares for purposes of the provisions contained in Sections 3.03(b), 3.03(g) and such portion (to be approximately 40% in 3.03(h). Nominee record holders who hold Company Common Stock on behalf of multiple beneficial owners shall indicate how many of the aggregate) with respect to which the holder will receive cash (the "Mixed shares held by them are Stock Election Shares, Cash Shares") for the purposes of allocating the total 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 consideration with respect to which a Mixed election has been made without regard to the pro rata selection process set forth below. Any BVB 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 25th day following the Mailing Date (or such other time and date as Interchange and BVB may mutually agree) (the "Election Deadline") shall also be deemed to be "No No-Election Shares." C. Interchange shall make available up to two separate Election Forms, or such additional Election Forms as Interchange in its sole discretion may permit, to all persons who become holders (or beneficial ownersd) of BVB Stock between the Election Form Record Date and close of business on the business day prior to the Election Deadline, and BVB shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. BVB 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 If a shareholder either (i) does not be honored. D. Any such election shall have been properly made only if the Exchange Agent shall have actually received submit a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of BVB Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the person submitting such Election Form at or - 12 - prior to the Election Deadline. Following the Election Deadline, Deadline or (ii) revokes an Election Form may prior to the Election Deadline and does not be revoked or changed by the person submitting such Election Form. In the event an resubmit a properly completed Election Form is revoked prior to the Election Deadline, the shares of BVB Company Common Stock represented held by such shareholder shall be designated No-Election Form Shares. Any Dissenting Shares shall become No Election Shares and Interchange shall cause the Certificates be deemed to be promptly returned without charge to the person submitting the Cash Election Form upon written request to that effect from the person who submitted the Election Form. Subject to the terms of this Agreement and of the Election 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 FormsShares, and any decisions of the Exchange Agent regarding with respect to such matters shall be binding and conclusive. Neither Interchange nor the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form. E. Within five business days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, Interchange shall cause the Exchange Agent to effect the allocation among shares the holders of BVB thereof shall in no event be classified as Reallocated Stock of rights to receive Interchange Stock or cash in the Merger in accordance with the Election Forms as follows:Shares.

Election Procedures. A. 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 theretofore representing shares of BVB Stock ("Certificates") shall pass, only upon proper delivery of such Certificates to an exchange agent designated by Interchange (the "Exchange Agent")) in such form as Interchange and BVB shall mutually agree ("Election Forms") shall be mailed 30 days prior to the anticipated Effective Date or on such other earlier date as BVB and Interchange shall mutually agree ("Mailing Date") to each Each holder of record of BVB Stock Shares that were converted into the right to receive the Merger Consideration pursuant to Section 2.1 (each, a “Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures (an “Election”): (a) Parent shall prepare a form reasonably acceptable to the Company (the “Form of Election”) which shall be mailed to Holders so as of five business days to permit Holders to exercise their right to make an Election prior to the Mailing Date ("Election Form Record Date")Deadline. B. (b) Parent shall use commercially reasonable efforts to cause the Form of Election to be sent to Holders as soon as reasonably practicable (and in no event later than five (5) business days) after the mailing of the Proxy Statements/Prospectus and to make available as promptly as reasonably practicable following a request therefor a Form of Election to any Holder who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. (c) Each Form of Election Form shall permit the holder Holders (or in the case of nominee record holders, the beneficial owner through appropriate proper instructions and customary documentation and instructions), subject documentation) to the allocation procedures of this Section 1.07, either (i) to elect to receive only Interchange 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 such holder's BVB the receipt of the Cash Consideration or the Stock Consideration; provided, however, that, notwithstanding any other provision of this Agreement to the contrary, a number of Shares issued and outstanding immediately prior to the Effective Time ("the “Stock Conversion Number”) shall be converted into the Stock Consideration so that 8,000,000 shares of Parent Common Stock are issued in the Merger and the remaining Shares issued and outstanding immediately prior to the Effective Time shall be converted into the Cash Consideration (the “Cash Consideration Number”). Shares as to which a Cash Election has been made and Shares that constitute Dissenting Shares as of the Election Deadline are referred to herein as “Cash Election Shares.” Shares as to which a Stock Election has been made are referred to herein as “Stock Election Shares"); .” Shares as to which no election has been made (iior as to which a Form of Election is not properly completed and returned in a timely fashion) are referred to elect to receive only cash with respect to such holder's BVB Stock ("Cash herein as “Non-Election Shares"); (iii) to elect to receive a combination .” The aggregate number of Interchange Stock and cash with respect to such holder's BVB Stock rounded, 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 1.07, the Mixed Election Shares shall be divided by the Exchange Agent into such portion (to be as closely as possible to 60% in the aggregate) with respect to which the holder will receive Interchange Stock (the "Mixed Stock Shares") and such portion (to be approximately 40% in the aggregate) with respect to which the holder will receive cash (the "Mixed Cash Shares") for the purposes of allocating the total 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 consideration with respect to which a Mixed election Stock Election has been made without regard is referred to herein as the “Stock Election Number.” For the avoidance of doubt, if a Holder does not submit a properly completed Form of Election in a timely fashion, the Shares held by such Holder shall be designated Non-Election Shares. (d) Any Election shall have been made properly only if the Person authorized to receive Elections and to act as exchange agent in connection with the transactions contemplated by this Agreement, which Person shall be selected by Parent and reasonably acceptable to the pro rata selection process Company (the “Exchange Agent”), pursuant to an agreement reasonably acceptable to Parent and the Company entered into prior to the mailing of the Form of Election to Holders (the “Exchange Agent Agreement”), shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by, in the case of physical certificates representing Shares, Certificates to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Certificates, as set forth below. Any BVB Stock with respect to which in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the holder (or the beneficial owner, as the case may be) shall not have submitted United States; provided that such Certificates are in fact delivered to the Exchange Agent an effective, properly completed Election Form by the time required in such guarantee of delivery. Failure to deliver physical certificates representing Shares covered by such a guarantee of delivery within the time set forth on or before 5:00 p.m., Eastern time, on the 25th day following the Mailing Date (or such other time and date as Interchange and BVB may mutually agree) (the "Election Deadline") guarantee shall also be deemed to be "No Election Shares." C. Interchange shall make available up to two separate Election Formsinvalidate any otherwise properly made Election, or such additional Election Forms as Interchange unless otherwise determined by Parent, in its sole discretion may permitreasonable discretion. For uncertificated Shares held in book entry form (a “Book-Entry Share”), Parent shall establish Election procedures for such Shares, which procedures shall be reasonably acceptable to all persons who become holders the Company. In the event that a Holder has provided a notice of intent to demand payment (or beneficial ownersa “Notice of Dissenter’s Intent”) pursuant to Section 13.21 of BVB Stock between the MBCA, any Election Form Record Date and close submitted by such Holder (unless such Notice of business on the business day Dissenter’s Intent shall have been withdrawn prior to the Election Deadline) shall be deemed invalid. (e) As used herein, unless otherwise agreed in writing by Parent and BVB shall provide to the Company, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent all information reasonably necessary for it to perform as specified herein. BVB acknowledges is located) on the date that no deadlines for mailing Election Forms contained elsewhere in this Agreement shall be applicable to such shareholders and that is three (3) business days prior to, but not including, the election requests of such shareholders need not be honoredClosing Date. D. Any such election shall have been properly made only if (f) Subject to the terms of the Exchange Agent Agreement, if Parent shall have actually received a determine in its reasonable discretion that any Election is not properly completed made with respect to any Shares (neither Parent nor the Company nor the Exchange Agent being under any duty to notify any Holder of any such defect), such 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 to be not in effect, and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of BVB Stock Shares covered by such Election Formshall, together with duly executed transmittal materials included in the for purposes hereof, be deemed to be Non-Election Form. Any Shares, unless a proper Election Form may be revoked or changed by the person submitting such Election Form at or is thereafter made prior to the Election Deadline. Following the Election Deadline, an Election Form may not be revoked or changed by the person submitting such Election Form. In the event an Election Form is revoked prior to the Election Deadline, the shares of BVB Stock represented by such Election Form shall become No Election Shares and Interchange shall cause the Certificates to be promptly returned without charge to the person submitting the Election Form upon written request to that effect from the person who submitted the Election Form. . (g) Subject to the terms of this Agreement and of the Election Form, the Exchange Agent Agreement, Parent, in the exercise of its reasonable discretion, shall have the sole discretion right to determine whether make all determinations, not inconsistent with the terms of this Agreement, governing (i) the validity of the Forms of Election and compliance by any election, revocation or change has been properly or timely made and to disregard immaterial defects in Holder with the Election Formsprocedures set forth herein, (ii) the manner and any decisions extent to which Elections are to be taken into account in making the determinations prescribed by Section 2.2, (iii) the issuance and delivery of the Exchange Agent regarding such matters shall be binding and conclusive. Neither Interchange nor the Exchange Agent shall be under any obligation to notify any person shares of any defect in an Election Form. E. Within five business days after the Election Deadline, unless the Effective Time has not yet occurred, in Parent Common Stock into which case as soon thereafter as practicable, Interchange shall cause the Exchange Agent to effect the allocation among the holders of BVB Stock of rights to receive Interchange Stock or cash Shares are converted in the Merger and (iv) the method of payment of cash for Shares converted into the right to receive the Cash Consideration and cash in accordance with the Election Forms as follows:lieu of fractional shares of Parent Common Stock.

Election Procedures. A. (a) Holders of Company Common Stock may elect to receive shares of Parent Non-Voting Common Stock (a “Non-Voting Stock Election”) or Parent Voting Common Stock (a “Voting Stock Election”) (in either case without interest) in exchange for their Company Shares in accordance with the procedures set forth herein. Shares of Parent Non-Voting Common Stock as to which a Non-Voting Election forms (including, pursuant to a Mixed Election) has been made are referred to herein as “Non-Voting Election Shares”. Shares of Parent Voting Common Stock as to which a Voting Election (including, pursuant to a Mixed Election) has been made are referred to herein as “Voting Election Shares”. (b) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of BVB Stock ("Certificates") Certificates shall pass, only upon proper delivery of such Certificates to an exchange agent designated by Interchange (the "Exchange Agent")) , in such form as Interchange Company and BVB Parent shall mutually agree ("“Election Forms") Form”), shall be mailed 30 days no more than forty (40) Business Days and no less than twenty (20) Business Days prior to the anticipated Effective Date Time or on such other earlier date as BVB Company and Interchange Parent shall mutually agree ("the “Mailing Date"”) to each holder of record of BVB Company Common Stock as of five business days (5) Business Days prior to the Mailing Date ("the “Election Form Record Date"”). B. . Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions)such holder, subject to the allocation election procedures of set forth in this Section 1.073.2, either (i) to elect to receive only Interchange the Non-Voting Common Stock with respect to Consideration for all of the Company Shares held by such holder's BVB Stock ("Stock Election Shares", in accordance with Section 3.1(c)(i); (ii) to elect to receive only cash the Voting Common Stock Consideration for all of such Company Shares, in accordance with respect to such holder's BVB Stock ("Cash Election Shares"Section 3.1(c)(ii); (iii) to elect to receive the Non-Voting Common Stock Consideration for a combination part of Interchange such holder’s Company Common Stock and cash with respect to Voting Common Stock Consideration for the remaining part of such holder's BVB Stock rounded, in each case, to the nearest whole share ("Mixed Election Shares")’s Company Common Stock; or (iv) to indicate that such record holder makes has no election ("No Election Shares"). Subject preference as to the allocation procedures receipt of this Section 1.07Parent Non-Voting Common Stock or Parent Voting Common Stock for such Company Shares. A holder of record of Company Shares who holds such Company Shares as nominee, trustee or in another representative capacity (a “Holder Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the Mixed Election Company Shares shall be divided held by the Exchange Agent into such portion (to be as closely as possible to 60% in the aggregate) Holder Representative for a particular beneficial owner. Any Company Shares with respect to which the holder will receive Interchange Stock (the "Mixed Stock Shares") and such portion (to be approximately 40% in the aggregate) with respect to which the holder will receive cash (the "Mixed Cash Shares") for the purposes of allocating the total consideration as specified below, it being the intention that, to the fullest extent possible, subject to all applicable constraints, all Mixed Election Shares thereof shall receive the consideration with respect to which a Mixed election has been made without regard to the pro rata selection process set forth below. Any BVB Stock with respect to which the holder (or the beneficial ownernot, as of the case may be) shall not Election Deadline, have submitted made an election by submission to the Exchange Agent of an effective, properly completed Election Form shall be deemed Non-Election Shares. (c) To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., Eastern (Pacific time), on the 25th twentieth (20th) day following the Mailing Date (or such other time and date as Interchange the Company and BVB Parent may mutually agree) (the "“Election Deadline") ”); provided, however, that the Election Deadline may not occur on or after the Closing Date. The Company shall also be deemed use its reasonable best efforts to be "No Election Shares." C. Interchange shall make available up to two separate Election Forms, or such additional Election Forms as Interchange in its sole discretion Parent may permit, to all persons Persons who become holders (or beneficial owners) of BVB Company Common Stock between the Election Form Record Date and the close of business on the business day prior to the Election Deadline, and BVB . The Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. BVB 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. D. Any such An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) and/or evidence of Book-Entry Shares representing all shares of BVB Stock Company Shares covered by such Election Form, together with duly executed transmittal materials included in with the Election Form. If a holder of Company Common Stock either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline (without later submitting a properly completed Election Form prior to the Election Deadline), the Company Shares held by such stockholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. Following the Election Deadline, an Election Form may not be revoked or changed by the person submitting such Election Form. In the event an Election Form is revoked prior to the Election Deadline, the shares of BVB Stock represented by such Election Form shall become No Election Shares and Interchange Parent shall cause the Certificates and/or Book-Entry Shares relating to any revoked Election Form to be promptly returned without charge to the person submitting the Election Form upon written request to that effect from the person who submitted the Election FormExchange Agent. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have the sole discretion to determine whether when any election, modification or revocation is received and whether any such election, modification or change revocation has been properly or timely made and to disregard immaterial defects in the Election Forms, and any decisions of made. All elections shall be revoked automatically if the Exchange Agent regarding such matters shall be binding and conclusive. Neither Interchange nor is notified in writing by Parent or the Exchange Agent shall be under any obligation to notify any person Company, upon exercise by Parent or the Company of any defect in an Election Form. E. Within five business days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, Interchange shall cause the Exchange Agent to effect the allocation among the holders of BVB Stock of its respective or their mutual rights to receive Interchange Stock or cash in terminate this Agreement to the Merger extent provided under Article VIII, that this Agreement has been terminated in accordance with the Election Forms as follows:Article VIII.

Election Procedures. A. Election forms (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 BVB Stock ("Certificates") Certificates shall pass, only upon proper delivery of such Certificates to an exchange agent designated by Interchange (the "Exchange Agent")) Agent in such form as Interchange Shore and BVB Purchaser shall mutually agree ("the “Election Forms") Form”)), shall be mailed 30 days no more than forty (40) and no less than twenty (20) Business Days prior to the anticipated Effective Date or on such other earlier date as BVB and Interchange shall mutually agree Election Deadline ("the “Mailing Date"”) to each holder of record of BVB Shore Common Stock as other than holders of five business days prior to the Mailing Date ("Election Form Record Date")Dissenting Shares. B. (b) Each Election Form shall permit the holder of record of Shore Common Stock, other than holders of Dissenting Shares (or in the case of nominee record holders, the beneficial owner through appropriate proper instructions and customary documentation documentation), to (i) elect to receive the Cash Consideration for all of the holder’s shares (a “Cash Election”), (ii) elect to receive the Stock Consideration for all of the holder’s shares (a “Stock Election”), (iii) elect to receive a combination of Stock Consideration and instructionsCash Consideration (a “Combination Election”), or (iv) make no election with respect to the receipt of the Cash Consideration or the Stock Consideration (a “Non-Election”). Notwithstanding any such election, fifty-five percent (55%) of the total number of shares of Shore Common Stock issued and outstanding immediately prior to the Effective Time (such number of shares of Shore Common Stock, the “Stock Conversion Number”), shall be converted into the Stock Consideration, and forty-five percent (45%) of such shares of Shore Common Stock shall be converted into the Cash Consideration in accordance with the allocation procedures set forth in Section 1.6(d), subject to the allocation procedures adjustments set forth in Section 1.6(e), without taking into consideration cash paid in exchange for fractional shares of this Shore Common Stock pursuant to Section 1.072.2(e) hereof. In arriving at the Stock Conversion Number and the number of shares of Shore Common Stock converted into the Cash Consideration, either treasury stock and other shares described Section 1.4(a)(ii) shall be excluded. (ic) A record holder acting in different capacities or acting on behalf of other Persons in any way will be entitled to elect to receive only Interchange Stock submit an Election Form for each capacity in which such record holder so acts with respect to such holder's BVB each Person for which it so acts. Shares of Shore Common Stock ("as to which a Cash Election has been made are referred to as “Cash Election Shares.” Shares of Shore Common Stock as to which a Stock Election has been made are referred to as “Stock Election Shares"); (ii) to elect to receive only cash with respect to such holder's BVB .” Shares of Shore Common Stock ("Cash Election Shares"); (iii) to elect to receive a combination of Interchange Stock and cash with respect to such holder's BVB Stock rounded, 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 1.07, the Mixed Election Shares shall be divided by the Exchange Agent into such portion (to be as closely as possible to 60% in the aggregate) with respect to which the holder will receive Interchange Stock (the "Mixed Stock Shares") and such portion (to be approximately 40% in the aggregate) with respect to which the holder will receive cash (the "Mixed Cash Shares") for the purposes of allocating the total 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 consideration with respect to which a Mixed Combination Election has been made are referred to as “Combination Election Shares.” Shares of Shore Common Stock as to which no election has been made without regard to the pro rata selection process set forth below. Any BVB Stock with respect (or as to which the holder an Election Form is not properly completed and timely returned) are referred to as “Non-Election Shares.” (or the beneficial ownerd) To be effective, as the case may be) a properly completed Election Form shall not have be submitted to the Exchange Agent an effective, properly completed Election Form on by or before 5:00 p.m., Eastern New York City time, on a date no later than the 25th day following fifth (5th) Business Day prior to the Mailing Closing Date (or such other time and date as Interchange and BVB may to be mutually agree) agreed upon by the parties (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 Certificates are in fact delivered to the Exchange Agent by the time required by the guarantee of delivery; failure to deliver shares of Shore Common Stock covered by the guarantee of delivery within the time set required shall also be deemed to be "No Election Shares." C. Interchange shall make available up to two separate Election Formsinvalidate any otherwise properly made election, or such additional Election Forms as Interchange unless otherwise determined by Purchaser, in its sole discretion may permit, to all persons who become holders (or beneficial owners) of BVB Stock between discretion). Purchaser shall publicly announce the Election Date as soon as practicable after it has been determined. For shares of Shore Common Stock held in book entry form, Purchaser shall establish delivery procedures which shall be reasonably acceptable to Shore. If a holder of Shore Common Stock either (i) does not submit a properly completed Election Form Record Date and close of business on in a timely fashion or (ii) revokes the business day holder’s Election Form prior to the Election Deadline (without later submitting a properly completed Election Form prior to the Election Deadline), the shares of Shore Common Stock of that holder shall be designated Non-Election Shares. In addition, all Election Forms shall automatically be revoked, and BVB shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. BVB 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. D. Any such election shall have been properly made only Certificates returned, if the Exchange Agent shall have actually received a properly completed Election Form is notified in writing by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits Purchaser and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of BVB Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the person submitting such Election Form at or prior to the Election Deadline. Following the Election Deadline, an Election Form may not be revoked or changed by the person submitting such Election Form. In the event an Election Form is revoked prior to the Election Deadline, the shares of BVB Stock represented by such Election Form shall become No Election Shares and Interchange shall cause the Certificates to be promptly returned without charge to the person submitting the Election Form upon written request to Shore that effect from the person who submitted the Election Formthis Agreement has been terminated. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have the sole reasonable discretion to determine whether any election, revocation revocation, or change has been properly or timely made and to disregard immaterial defects in the any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. Neither Interchange Purchaser nor the Exchange Agent shall be under any obligation to notify any person Person of any defect in an Election Form. E. Within five business days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, Interchange shall cause the Exchange Agent to effect the (e) The allocation among the holders of BVB shares of Shore Common Stock of rights to receive Interchange the Cash Consideration, the Stock or cash in Consideration and the Merger in accordance with the Election Forms Combination Consideration will be made as follows: (i) In the event that the Stock Election Shares, together with the Combination Election Shares, would otherwise convert into Stock Consideration representing greater than 55% of the Merger Consideration, the Stock Consideration shall be reduced, pro rata among all holders of Shore Common Stock electing to receive Stock Election Shares and Combination Election Shares, so that the Merger Consideration shall consist of 55% Stock Consideration and 45% Cash Consideration; provided, however, that in no event shall the Stock Consideration exceed the Stock Consideration Cap described in Section 1.4(a)(v) of this Agreement. If the Stock Consideration would exceed the Stock Consideration Cap after such adjustment, the Stock Consideration shall be further adjusted as described in Section 1.6(e)(iii) hereof. (ii) In the event that the Cash Consideration would otherwise represent greater than 45% of the Merger Consideration, the Cash Consideration shall be reduced, pro rata among all holders of Shore Common Stock electing to receive Cash Consideration, so that the Merger Consideration shall consist of 55% Stock Consideration and 45% Cash Consideration provided, however, that in no event shall the Stock Consideration exceed the Stock Consideration Cap. If the Stock Consideration would exceed the Stock Consideration Cap after such adjustment, the Stock Consideration shall be further adjusted as described in Section 1.6(e)(iii) hereof. (iii) Notwithstanding anything contained in this Agreement, in the event that the Stock Consideration would exceed the Stock Consideration Cap following the adjustments described in this Section 1.6(e) or otherwise, the Merger Consideration shall be adjusted to reduce the Stock Consideration to equal the Stock Consideration Cap and to proportionately increase the Cash Consideration, with no resulting change to the amount of the Aggregate Merger Consideration. In such an event, the Merger Consideration may consist of less than 55% Stock Consideration, but in no event will the Stock Consideration consist of less than 40% of the Merger Consideration. (f) If the tax opinion referred to in Section 7.1(d) cannot be rendered (as reasonably determined by D▇▇ ▇▇▇▇▇▇ LLP) as a result of the Merger potentially failing to qualify as a reorganization under Section 368(a) of the Code, then Purchaser may, in its sole determination, increase the number of shares of Shore Common Stock entitled to receive the Stock Consideration by the minimum amount necessary to enable the tax opinion to be rendered.

Election Procedures. A. 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 theretofore representing shares of BVB Stock ("Certificates"a) shall pass, only upon proper delivery of such Certificates to an exchange agent designated by Interchange (the "Exchange Agent")) An election form in such form as Interchange MSTI and BVB Citizens shall mutually agree (an "Election FormsELECTION FORM") shall be mailed 30 days prior to the anticipated Effective Date or on such other earlier date as BVB and Interchange shall mutually agree ("Mailing Date") to each holder of record of BVB Stock as of five business days prior to no later than the Mailing Date (as defined below) to each Election Stockholder as of the Effective Time. The "Election Form Record Date")MAILING DATE" shall be the date that is ten (10) Business Days after the Effective Time. B. (b) Each Election Form shall permit entitle the holder Election Stockholder (or the beneficial owner of Citizens Common Stock through appropriate and customary documentation and instructions), subject to the allocation procedures of this Section 1.07, either ) to: (i) to elect to receive only Interchange the Stock Consideration for all of such holder's shares (a "STOCK ELECTION"); (ii) elect to receive the Cash Consideration for all of such holder's shares (a "CASH ELECTION"); (iii) elect to receive the Stock Consideration with respect to some of such holder's shares and the Cash Consideration with respect to such holder's BVB Stock remaining shares (a "Stock Election SharesMIXED ELECTION"); (ii) to elect , provided that no Citizens Stockholder may make a Mixed Election in which such Citizens Stockholder elects to receive only cash the Stock Consideration with respect to fewer than one hundred (100) of such holder's BVB Stock ("Cash Election Shares"); (iii) to elect to receive a combination of Interchange Stock and cash with respect to such holder's BVB Stock rounded, in each case, to the nearest whole share ("Mixed Election Shares")shares; or (iv) make no valid election as to indicate that such holder makes no election the receipt of the Cash Consideration or the Stock Consideration (a "No Election SharesNON-ELECTION"). Subject to the allocation procedures Holders of this Section 1.07record of shares of Citizens Common Stock who hold such shares as nominees, the Mixed Election Shares shall be divided by the Exchange Agent into such portion trustees or in other representative capacities (to be as closely as possible to 60% in the aggregate) with respect to which the holder will receive Interchange Stock (the a "Mixed Stock SharesSHARE REPRESENTATIVE") and may submit multiple Election Forms, provided that such portion (to be approximately 40% in Share Representative certifies that each such Election Form covers all the aggregate) with respect to which the holder will receive cash (the "Mixed Cash Shares") shares of Citizens Common Stock held by that Share Representative for the purposes a particular beneficial owner. Shares of allocating the total consideration Citizens Common Stock 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 consideration with respect to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as "CASH ELECTION SHARES." Shares of Citizens Common Stock as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as "STOCK ELECTION SHARES." Shares of Citizens Common Stock as to which no election has been made without regard are referred to the pro rata selection process set forth below. Any BVB as "NON-ELECTION SHARES." Shares of Citizens Common Stock with respect held by any Mandatory Cash Stockholder are referred to which the holder herein as "MANDATORY ELECTION SHARES." For purposes of this Section, Dissenting Shares shall be deemed Cash Election Shares. (or the beneficial owner, as the case may bec) shall not have submitted to the Exchange Agent an To be effective, a properly completed Election Form must be received by BankIllinois, an Illinois state bank with its main office located in Champaign, Illinois, and an MSTI Subsidiary (the "EXCHANGE Agent"), on or before 5:00 p.m., Eastern time, p.m. on the 25th day thirtieth (30th) Business Day following the Mailing Date (or such other time and date as Interchange MSTI and BVB Citizens may mutually agree) (the "Election DeadlineELECTION DEADLINE") shall also be deemed to be "No Election Shares." C. Interchange shall make available up to two separate Election Forms, or such additional Election Forms as Interchange in its sole discretion may permit, to all persons who become holders (or beneficial owners) of BVB Stock between the Election Form Record Date and close of business on the business day prior to the Election Deadline, and BVB shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein). BVB 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. D. Any such An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Old Certificates (or customary affidavits and, if required by MSTI, indemnification and indemnification a surety bond, regarding the loss or destruction of such Old Certificates or the guaranteed delivery of such Old Certificates) representing all shares of BVB Citizens Common Stock covered by such Election Form, together with a duly executed transmittal materials Transmittal Letter included in the Election Form. Any Election Form may be revoked or changed by the person submitting such Election Form at or prior to the Election Deadline. Following the Election Deadline, an Election Form may not be revoked or changed by the person submitting such Election Form. In the event an Election Form is revoked prior to the Election Deadline, the shares of BVB Stock represented by such Election Form shall become No Election Shares and Interchange shall cause the Certificates to be promptly returned without charge to the person submitting the Election Form upon written request to that effect from the person who submitted with the Election Form. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have the sole reasonable discretion to determine whether any election, revocation or change election has been properly or timely made and to disregard immaterial defects in the any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. Neither Interchange nor the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form. E. (d) Within five business days ten (10) Business Days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, Interchange MSTI shall cause the Exchange Agent to effect the allocation among the holders of BVB Stock Election Stockholders of rights to receive Interchange the Cash Consideration and the Stock or cash in Consideration as follows: (i) If the Aggregate Stock Election Number exceeds the Required Stock Election Number, then all Cash Election Shares and all Non-Election Shares will be converted into the right to receive the Cash Consideration, and, with respect to each holder of Stock Election Shares, then: (A) that number of Stock Election Shares which is equal to the product obtained by multiplying (1) the Stock Election Excess Amount by (2) such stockholder's Stock Election Percentage (such amount being referred to as such stockholder's "INDIVIDUAL STOCK EXCESS AMOUNT"), shall be converted into the right to receive the Cash Consideration; and (B) that number of Stock Election Shares equal to the difference between (1) such stockholder's Individual Stock Election Number, less (2) such stockholder's Individual Stock Excess Amount, shall be converted into the right to receive the Stock Consideration. (ii) If the Aggregate Cash Election Number exceeds the Required Cash Election Number, then all Stock Election Shares will be converted into the right to receive the Stock Consideration, and, with respect to each holder of Cash Election Shares and Non-Election Shares, then: (A) that number of Cash Election Shares and Non-Election Shares which is equal to the product obtained by multiplying (1) the Cash Election Excess Amount by (2) such stockholder's Cash Election Percentage (such amount being referred to as such stockholder's "INDIVIDUAL CASH EXCESS AMOUNT"), shall be converted into the right to receive the Stock Consideration; and (B) that number of Cash Election Shares and Non-Election Shares which is equal to the difference between (1) such stockholder's Individual Cash Election Number, less (2) such stockholder's Individual Cash Excess Amount, shall be converted into the right to receive the Cash Consideration. (iii) If the Aggregate Stock Election Number is equal to the Required Stock Election Number, then all Stock Election Shares will be converted into the right to receive the Stock Consideration, and all Cash Election Shares and Non-Election Shares will be converted into the right to receive the Cash Consideration. (iv) If (A) all Election Stockholders make only a Stock Election, and (B) there are no Mandatory Cash Stockholders, such that the Aggregate Stock Election Number is equal to one hundred percent (100%) of the Outstanding Citizens Shares, then the Outstanding Citizens Shares held by each Election Stockholder shall be converted into the Merger Consideration in accordance with the following formula, viz., fifty percent (50%) of the shares of Citizens Common Stock held by each Election Forms as follows:Stockholder shall be converted into the right to receive the Stock Consideration, and fifty percent (50%) of the shares of Citizens Common Stock held by each Election Stockholder shall be converted into the right to receive the Cash Consideration. (v) If all Election Stockholders make only a Cash Election, such that the Aggregate Cash Election Number is equal to one hundred percent (100%) of the Outstanding Citizens Shares, then the Exchange Agent shall allocate the Cash Consideration and the Stock Consideration on a pro rata basis among all Election Stockholders, such that, following such allocation and taking into account the Cash Consideration to be paid to any Mandatory Cash Stockholders, fifty percent (50%) of the Outstanding Citizens Shares are converted into the right to receive the Stock Consideration, and fifty percent (50%) of the Outstanding Citizens Shares are converted into the right to receive the Cash Consideration.

Election Procedures. A. Election forms and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk Each holder of loss and title to the certificates theretofore representing record of shares of BVB North Fork Common Stock ("CertificatesHOLDER") shall passhave the right, only upon proper delivery 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 2.1 (herein called an "ELECTION") (i) the number of shares of North Fork Common Stock owned by such Certificates Holder with respect to an exchange agent designated which such Holder desires to make a Stock Election and (ii) the number of shares of North Fork Common Stock owned by Interchange such Holder with respect to which such Holder desires to make a Cash Election. (b) Capital One shall prepare a form reasonably acceptable to North Fork (the "Exchange Agent")) in such form as Interchange and BVB shall mutually agree ("Election FormsFORM OF ELECTION") which shall be mailed 30 to record holders of North Fork Common Stock so as to permit those holders to exercise their right to make an Election prior to the Election Deadline. (c) Capital One shall make the Form of Election initially available not less than twenty (20) business days prior to the anticipated Effective Date Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of North Fork who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Capital One and reasonably acceptable to North Fork (the "EXCHANGE AGENT"), pursuant to an agreement (the "EXCHANGE AGENT AGREEMENT") entered into prior to the mailing of the Form of Election to North Fork stockholders, shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by Certificates to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of North Fork Common Stock covered by such a guarantee of delivery within the time set forth on such other guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Capital One, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, "ELECTION DEADLINE" means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the later of (1) the date of the meeting of North Fork stockholders pursuant to Section 6.3 and (2) the earlier of (i) the date that Capital One and North Fork shall agree is as BVB and Interchange shall mutually agree near as practicable to five ("Mailing Date"5) to each holder of record of BVB Stock as of five business days prior to the Mailing expected Closing Date ("taking into account Capital One's intention to minimize the impact of limitations under applicable law that might apply during the period from the initial mailing of the Forms of Election Form Record Date"). B. Each until the Election Form shall permit the holder (or the beneficial owner through appropriate Deadline and customary documentation and instructions), subject to the allocation procedures of this Section 1.07, either (i) to elect to receive only Interchange Stock with respect to such holder's BVB Stock ("Stock Election Shares"); (ii) September 1, 2006; PROVIDED that if it appears that the Closing Date will not take place on or prior to elect to receive only cash with respect to such holder's BVB Stock ("Cash Election Shares"); (iii) to elect to receive a combination of Interchange Stock and cash with respect to such holder's BVB Stock roundedOctober 13, 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 1.072006, the Mixed Election Shares parties shall in good faith discuss whether such September 1, 2006 date should be divided by deferred to an appropriate later date. North Fork and Capital One shall cooperate to issue a press release reasonably satisfactory to each of them announcing the Exchange Agent into such portion (to be as closely as possible to 60% in the aggregate) with respect to which the holder will receive Interchange Stock (the "Mixed Stock Shares") and such portion (to be approximately 40% in the aggregate) with respect to which the holder will receive cash (the "Mixed Cash Shares") for the purposes date of allocating the total 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 consideration with respect to which a Mixed election has been made without regard to the pro rata selection process set forth below. Any BVB 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 25th day following the Mailing Date (or such other time and date as Interchange and BVB may mutually agree) (the "Election Deadline") shall also be deemed to be "No Election Shares." C. Interchange shall make available up to two separate Election Forms, or such additional Election Forms as Interchange in its sole discretion may permit, to all persons who become holders (or beneficial owners) of BVB Stock between the Election Form Record Date Deadline not more than fifteen (15) business days before, and close of at least five (5) business on the business day days prior to to, the Election Deadline, and BVB shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. BVB 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. D. Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of BVB Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the person submitting such Election Form at or prior to the Election Deadline. Following the Election Deadline, an Election Form may not be revoked or changed by the person submitting such Election Form. In the event an Election Form is revoked prior to the Election Deadline, the shares of BVB Stock represented by such Election Form shall become No Election Shares and Interchange shall cause the Certificates to be promptly returned without charge to the person submitting the Election Form upon written request to that effect from the person who submitted the Election Form. Subject to the terms of this Agreement and of the Election 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 Interchange nor the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form. E. Within five business days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, Interchange shall cause the Exchange Agent to effect the allocation among the holders of BVB Stock of rights to receive Interchange Stock or cash in the Merger in accordance with the Election Forms as follows:

Election Procedures. A. Election forms (a) Parent shall designate an exchange agent to act as agent (the "EXCHANGE AGENT") for purposes of conducting the election procedure and other appropriate the exchange procedure described in Sections 3.03 and customary 3.04. Provided that the Company has delivered, or caused to be delivered, to the Exchange Agent all information which is necessary for the Exchange Agent to perform its obligations as specified herein, the Exchange Agent shall, no later than the twenty-fifth (25th) Business Day prior to the anticipated Effective Date, mail or make available to each holder of record of a Certificate or Certificates: (i) a notice and letter of transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates Certificates theretofore representing shares of BVB Company Common Stock ("Certificates") shall pass, only upon proper delivery of such the Certificates to an exchange agent designated by Interchange (the "Exchange Agent")) advising such holder of the anticipated effectiveness of the Merger and the procedure for surrendering to the Exchange Agent such Certificate or Certificates in exchange for the consideration set forth in Section 3.01(d) hereof deliverable in respect thereof pursuant to this Agreement and (ii) an election form in such form as Interchange Parent and BVB the Company shall mutually agree (the "Election Forms") shall be mailed 30 days prior to the anticipated Effective Date or on such other earlier date as BVB and Interchange shall mutually agree ("Mailing Date") to each holder of record of BVB Stock as of five business days prior to the Mailing Date ("Election Form Record DateELECTION FORM"). B. (b) Each Election Form shall permit the holder (or in the case of nominee record holders, the beneficial owner through appropriate proper instructions and customary documentation and instructionsdocumentation), subject to the allocation procedures of this Section 1.07, either (i) to elect to receive only Interchange Parent Common Stock with respect to all of such holder's BVB Company Common Stock as hereinabove provided (the "Stock Election SharesSTOCK ELECTION SHARES"); , (ii) to elect to receive only cash with respect to all of such holder's BVB Company Common Stock as hereinabove provided (the "Cash Election SharesCASH ELECTION SHARES"); , (iii) to elect to receive a combination Parent Common Stock with respect to part of Interchange such holder's Company Common Stock and to receive cash with respect to the remaining part of such holder's BVB Company Common Stock rounded, in each case, to the nearest whole share as hereinabove provided (a "Mixed Election SharesMIXED ELECTION"); or , or (iv) to indicate that such holder makes no such election ("No Election Shares"). Subject to the allocation procedures of this Section 1.07, the Mixed Election Shares shall be divided by the Exchange Agent into such portion (to be as closely as possible to 60% in the aggregate) with respect to which the holder will receive Interchange such holder's shares of Company Common Stock (the "NO-ELECTION SHARES"). (c) With respect to each holder of Company Common Stock who makes a Mixed Election, the shares of Company Common Stock Shares"such holder elects to be converted into the right to receive Parent Common Stock shall be treated as Stock Election Shares and the shares such holder elects to be converted into the right to receive cash shall be treated as Cash Election Shares for purposes of the provisions contained in Sections 3.03(b), 3.03(g) and such portion (to be approximately 40% in 3.03(h). Nominee record holders who hold Company Common Stock on behalf of multiple beneficial owners shall indicate how many of the aggregate) with respect to which the holder will receive cash (the "Mixed shares held by them are Stock Election Shares, Cash Shares") for the purposes of allocating the total 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 consideration with respect to which a Mixed election has been made without regard to the pro rata selection process set forth below. Any BVB 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 25th day following the Mailing Date (or such other time and date as Interchange and BVB may mutually agree) (the "Election Deadline") shall also be deemed to be "No No-Election Shares." C. Interchange shall make available up to two separate Election Forms, or such additional Election Forms as Interchange in its sole discretion may permit, to all persons who become holders (or beneficial ownersd) of BVB Stock between the Election Form Record Date and close of business on the business day prior to the Election Deadline, and BVB shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. BVB 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 If a shareholder either (i) does not be honored. D. Any such election shall have been properly made only if the Exchange Agent shall have actually received submit a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of BVB Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the person submitting such Election Form at or prior to the Election Deadline. Following the Election Deadline, Deadline or (ii) revokes an Election Form may prior to the Election Deadline and does not be revoked or changed by the person submitting such Election Form. In the event an resubmit a properly completed Election Form is revoked prior to the Election Deadline, the shares of BVB Company Common Stock represented held by such shareholder shall be treated as No-Election Form Shares. Any Dissenting Shares shall become No Election Shares and Interchange shall cause the Certificates be deemed to be promptly returned without charge to the person submitting the Cash Election Form upon written request to that effect from the person who submitted the Election Form. Subject to the terms of this Agreement and of the Election 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 FormsShares, and any decisions of the Exchange Agent regarding with respect to such matters shall be binding and conclusive. Neither Interchange nor the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form. E. Within five business days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, Interchange shall cause the Exchange Agent to effect the allocation among shares the holders of BVB thereof shall in no event be classified as Reallocated Stock of rights to receive Interchange Stock or cash in the Merger in accordance with the Election Forms as follows:Shares.