Common use of Proration Clause in Contracts

Proration. (a) Notwithstanding anything in this Agreement to the contrary, the aggregate number of shares of Company Common Stock to be converted into the right to receive Non-Cash Election Shares at the Effective Time (the "Non-Cash Election Number") shall be equal to 1,483,333 (excluding for this purpose any shares of Company Common Stock to be canceled or converted pursuant to Section 2.1(b)). (b) If the number of Electing Shares exceeds the Non-Cash Election Number, each Electing Share shall be converted 8 into the right to receive Non-Cash Election Shares or cash in accordance with the terms of Section 2.1(a) in the following manner: (i) a proration factor (the "Non-Cash Proration Factor") shall be determined by dividing the Non-Cash Election Number by the total number of Electing Shares; (ii) the number of Electing Shares covered by each Non-Cash Election to be converted into the right to receive Non-Cash Election Shares shall be determined by multiplying the Non-Cash Proration Factor by the total number of Electing Shares covered by such Non-Cash Election; and (iii) all Electing Shares, other than those shares converted into the right to receive Non-Cash Election Shares in accordance with Section 2.5(b)(ii), shall be converted into the right to receive cash (on a consistent basis among stockholders of the Company who made the election referred to in Section 2.1(a)(i), pro rata to the number of shares of Company Common Stock as to which they made such election) as if such shares were not Electing Shares in accordance with the terms of Section 2.1(a)(ii). (c) If the number of Electing Shares is less than the Non-Cash Election Number: (i) all Electing Shares shall be converted into the right to receive Non-Cash Election Shares in accordance with the terms of Section 2.1(a)(i); (ii) additional shares of Company Common Stock (other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)) shall be converted into the right to receive Non-Cash Election Shares in accordance with the terms of Section 2.1(a)(i) in the following manner: (A) a proration factor (the "Cash Proration Factor") shall be determined by dividing (I) the difference between the Non-Cash Election Number and the number of Electing Shares by (II) the total number of Shares outstanding at the Effective Time (other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)); and (B) the number of shares of Company Common Stock in addition to Electing Shares to be converted into the right to receive Non-Cash Election Shares shall be determined by multiplying the Cash Proration Factor by the total number of Shares outstanding at the 9 Effective Time (other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)); and (iii) shares of Company Common Stock subject to clause (ii) of this paragraph (c) shall be converted into the right to receive Non-Cash Election Shares in accordance with Section 2.1(a)(i) (on a consistent basis among stockholders of the Company who held shares of Company Common Stock as to which they did not make the election referred to in Section 2.1(a)(i), pro rata to the number of shares as to which they did not make such election).

Proration. (a) Notwithstanding anything in this Agreement to the contrary, the aggregate number of shares of Company Common Stock to be converted into the right to receive Non-Cash Election Shares retain Company Common Stock at the Effective Time of the Merger (the "Non-Cash Election Number") shall be equal to 1,483,333 4,400,000 (excluding for this purpose any shares of Company Common Stock to be canceled or converted cancelled pursuant to Section 2.1(b2.01(b)). (b) If the number of Electing Shares exceeds the Non-Cash Election Number, then each Electing Share shall be converted 8 into the right to receive retain Non-Cash Election Shares or receive cash in accordance with the terms of Section 2.1(a2.01(c) in the following manner: (i) a A proration factor (the "Non-Cash Proration Factor") shall be determined by dividing the Non-Cash Election Number by the total number of Electing Shares;. (ii) the The number of Electing Shares covered by each Non-Cash Election to be converted into the right to receive retain Non-Cash Election Shares shall be determined by multiplying the Non-Cash Proration Factor by the total number of Electing Shares covered by such Non-Cash Election; and. (iii) all All Electing Shares, other than those shares converted into the right to receive Non-Cash Election Shares in accordance with Section 2.5(b)(ii2.03(b)(ii), shall be converted into the right to receive cash (on a consistent basis among stockholders of the Company who made the election referred to in Section 2.1(a)(i2.01(c)(i), pro rata to the number of shares of Company Common Stock as to which they made such election) as if such shares were not Electing Shares in accordance with the terms of Section 2.1(a)(ii2.01(c)(ii). (c) If the number of Electing Shares is less than the Non-Cash Election Number, then: (i) all Electing Shares shall be converted into the right to receive Non-Cash Election Shares retain Company Common Stock in accordance with the terms of Section 2.1(a)(i2.01(c)(i); (ii) additional shares of Company Common Stock (other than Electing Shares, Shares and Dissenting Shares and Shares canceled pursuant to Section 2.1(b)) shall be converted into the right to receive retain Non-Cash Election Shares in accordance with the terms of Section 2.1(a)(i2.01(c) in the following manner: (A1) a proration factor (the "Cash Proration Factor") shall be determined by dividing (Ix) the difference between the Non-Cash Election Number and the number of Electing Shares Shares, by (IIy) the total number of Shares outstanding at the Effective Time (shares of Company Common Stock other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b))Dissenting Shares; and (B2) the number of shares of Company Common Stock in addition to Electing Shares to be converted into the right to receive retain Non-Cash Election Shares shall be determined by multiplying the Cash Proration Factor by the total number of Shares outstanding at the 9 Effective Time (shares other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b))Dissenting Shares; and (iii) subject to Section 2.01(d), shares of Company Common Stock subject to clause (ii) of this paragraph (c) shall be converted into the right to receive retain Non-Cash Election Shares in accordance with Section 2.1(a)(i2.01(c)(i) (on a consistent basis among stockholders of the Company shareholders who held shares of Company Common Stock as to which they did not make the election referred to in Section 2.1(a)(i2.01(c)(i), pro rata to the number of shares as to which they did not make such election).

Proration. (ai) Notwithstanding anything in this Agreement to the contrarycontrary (but subject to the provisions of Section 2.4), the aggregate number of shares of Company Common Stock Shares to be converted into the right to receive Non-Cash Election retain Shares at the Effective Time (the "Non-Cash Election Number") shall be equal to 1,483,333 (excluding for this purpose any shares of Company Common Stock to be canceled or converted pursuant to Section 2.1(b))400,000 Shares. (bii) If the number of Electing Shares exceeds the Non-Cash Election Number, then the Electing Shares covered by each Electing Share Non-Cash Election shall be converted 8 into the right to receive retain Non-Cash Election Shares or receive cash in accordance with the terms of Section 2.1(a) in the following manner: (iA) a A proration factor (the "Non-Cash Proration Factor") shall be determined by dividing the Non-Cash Election Number by the total number of Electing Shares;. (iiB) the The number of Electing Shares covered by each Non-Cash Election to be converted into the right to receive retain Non-Cash Election Shares shall be determined by multiplying the Non-Cash Proration Factor by the total number of Electing Shares covered by such Non-Cash Election; and. (iiiC) all All Electing Shares, other than those that number of shares converted into the right to receive Non-Cash Election Shares in accordance with Section 2.5(b)(iiSection 2.1 (d)(ii)(B), shall be converted into the right to receive cash (on a consistent basis among stockholders of the Company holders who made the election referred to in Section 2.1(a)(i), pro rata to the number of shares of Company Common Stock Shares as to which they made such election) as if such shares Shares were not Electing Shares in accordance with the terms of Section 2.1(a)(ii). (ciii) If the number of Electing Shares is less than the Non-Cash Election Number, then: (iA) all Electing Shares shall be converted into the right to receive Non-Cash Election retain Shares in accordance with the terms of Section 2.1(a)(i); (iiB) additional shares of Company Common Stock (Shares other than Electing Shares, Excluded Shares and Dissenting Shares and Shares canceled pursuant to Section 2.1(b)) shall be converted into the right to receive retain Non-Cash Election Shares in accordance with the terms of Section 2.1(a)(i) in the following manner: (A1) a proration factor (the "Cash Proration Factor") shall be determined by dividing (Ix) the difference between the Non-Cash Election Number and the number of Electing Shares Shares, by (IIy) the total number of Shares outstanding at the Effective Time (other than Electing Shares, Dissenting Excluded Shares and Shares canceled pursuant to Section 2.1(b))Dissenting Shares; and (B2) the number of shares of Company Common Stock Shares in addition to Electing Shares to be converted into the right to receive retain Non-Cash Election Shares shall be determined by multiplying the Cash Proration Factor by the total number of Shares outstanding at the 9 Effective Time (other than Electing Shares, Dissenting Excluded Shares and Shares canceled pursuant to Section 2.1(b))Dissenting Shares; and (iiiC) shares of Company Common Stock subject to Sections 2.1(e) and (g), Shares subject to clause (iiB) of this paragraph (c2.1(d)(iii) shall be converted into the right to receive retain Non-Cash Election Shares in accordance with Section 2.1(a)(i) (on a consistent basis among stockholders of the Company holders who held shares of Company Common Stock Shares as to which they did not make the election referred to in Section 2.1(a)(i), pro rata to the number of shares Shares as to which they did not make such election).

Proration. (a) Notwithstanding anything Within five Business Days after the Election Deadline, the Exchange Agent shall calculate the allocation among holders of H▇▇▇▇▇ United Common Stock of rights to receive TD Banknorth Common Stock or cash in this Agreement to the contrary, Merger in accordance with the Election Forms as follows: (i) In the event the aggregate number of shares H▇▇▇▇▇ United Cash Election Shares is greater than the quotient of Company Common (x) $941,790,000 (the “Aggregate Cash Consideration”) divided by (y) the Cash Election Price (such quotient, the “Cash Conversion Shares”), then: (1) all H▇▇▇▇▇ United Stock to Election Shares will be converted into the right to receive Non-Cash Election Shares at the Effective Time (the "Non-Cash Election Number") shall be equal to 1,483,333 (excluding for this purpose any shares of Company TD Banknorth Common Stock to be canceled or converted pursuant to Section 2.1(b)). (b) If the number of Electing Shares exceeds the Non-Cash Election Number, each Electing Share shall be converted 8 into the right to receive Non-Cash Election Shares or cash in accordance with the terms of Section 2.1(a) in the following manner:3.1(a)(iii), and (i2) a proration factor (the "Non-Cash Proration Factor") shall be determined by dividing the Non-each H▇▇▇▇▇ United Cash Election Number by the total number of Electing Shares; (ii) the number of Electing Shares covered by each Non-Cash Election to Share will be converted into the right to receive Non-Cash Election Shares shall be determined by multiplying the Non-Cash Proration Factor by the total number of Electing Shares covered by such Non-Cash Election; and (iii) all Electing Shares, other than those shares converted into the right to receive Non-Cash Election Shares in accordance with Section 2.5(b)(ii), shall be converted into the right to receive cash (on a consistent basis among stockholders of the Company who made the election referred to in Section 2.1(a)(i), pro rata to the number of shares of Company TD Banknorth Common Stock as to which they made such election) as if such shares were not Electing Shares in accordance with the terms of Section 2.1(a)(ii). (c) If the number of Electing Shares is less than the Non-Cash Election Number: (i) all Electing Shares shall be converted into the right to receive Non-Cash Election Shares in accordance with the terms of Section 2.1(a)(i); (ii) additional shares of Company Common Stock (other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)) shall be converted into the right to receive Non-Cash Election Shares in accordance with the terms of Section 2.1(a)(i) cash in the following manner: (A) a proration factor (the "“Cash Proration Factor"”) shall be determined by dividing (Ix) the difference between Aggregate Cash Consideration by (y) the Non-Cash Election Number and product of the number of Electing Shares by (II) the total number of Shares outstanding at the Effective Time (other than Electing Shares, Dissenting H▇▇▇▇▇ United Cash Election Shares and Shares canceled pursuant to Section 2.1(b)); andthe Cash Election Price; (B) the number of H▇▇▇▇▇ United Cash Election Shares held by each holder of shares of Company H▇▇▇▇▇ United Common Stock in addition to Electing Shares to that will be converted into the right to receive Non-Cash Election Shares cash pursuant to the terms of Section 3.1(a)(iv) shall be determined by multiplying the Cash Proration Factor by the total number of H▇▇▇▇▇ United Cash Election Shares outstanding at the 9 Effective Time (other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b))held by such holder; and (iiiC) all H▇▇▇▇▇ United Cash Election Shares other than those shares of Company Common Stock subject converted into the right to clause receive cash in accordance with the preceding subparagraph (ii) of this paragraph (cB) shall be converted into the right to receive Non-TD Banknorth Common Stock in accordance with the terms of Section 3.1(a)(iii). (ii) In the event the aggregate number of H▇▇▇▇▇ United Cash Election Shares is less than the Cash Conversion Shares, then: (1) all H▇▇▇▇▇ United Cash Election Shares will be converted into the right to receive cash in accordance with Section 2.1(a)(i3.1(a)(iv), and (2) (on a consistent basis among stockholders of each H▇▇▇▇▇ United Stock Election Share will be converted into the Company who held shares of Company right to receive TD Banknorth Common Stock as to which they did not make and cash in the election referred to in Section 2.1(a)(i), pro rata to following manner: (A) a proration factor (the “Stock Proration Factor”) shall be determined by dividing the Stock Conversion Shares by the aggregate number of shares as to which they did not make such election).of

Proration. (a) Notwithstanding anything in this Agreement contained herein to the contrary, the aggregate maximum number of shares of Company Common Stock to which shall be converted into the right to receive Non-cash in the Merger, pursuant to Cash Election Shares at Elections, shall be equal to that number which corresponds to 49% of the number of shares of Common Stock outstanding immediately prior to the Effective Time (the "Non-Cash Election Number"); provided, however, that if either (i) the tax opinion delivered to the Company referred to in Section 8.3(c) cannot be rendered (as reasonably determined by ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Tischman ▇▇▇▇▇▇▇ & ▇▇▇▇▇ ("▇▇▇▇▇ ▇▇▇▇▇▇"), counsel to the Company) or (ii) the tax opinion delivered to Parent referred to in Section 8.2(c) cannot be rendered (as reasonably determined by Skadden, Arps, counsel to Parent), then the Cash Number shall be equal reduced to 1,483,333 (excluding for this purpose any shares of Company Common Stock the minimum extent necessary to enable the relevant tax opinion or opinions, as the case may be, to be canceled or converted pursuant to Section 2.1(b))rendered. (b) If the total number of Electing Cash Election Shares and Dissenting Shares exceeds the Non-Cash Number, then the Cash Election Number, each Electing Share Shares shall be converted 8 into the right to receive Non-Cash Election cash and Parent Shares or cash in accordance with the terms of Section 2.1(a) in the following manner: (i) a proration factor (the "Non-Cash Proration Factor") shall be determined by dividing a fraction, (A) the Non-numerator of which shall be the Cash Election Number by minus the total number of Electing Dissenting Shares and (B) the denominator of which shall be the total number of Cash Election Shares;; and (ii) the number of Electing Shares covered by each Non-Cash Election to Share shall be converted into (A) the right to receive Non-Cash Election Shares shall be determined by multiplying the Non-Cash Proration Factor by the total number of Electing Shares covered by such Non-Cash Election; and (iii) all Electing Shares, other than those shares converted into the right to receive Non-Cash Election Shares an amount in accordance with Section 2.5(b)(ii), shall be converted into the right to receive cash (on a consistent basis among stockholders of the Company who made the election referred to in Section 2.1(a)(i), pro rata equal to the number product of shares of Company Common Stock as to which they made such election) as if such shares were not Electing Shares in accordance with the terms of Section 2.1(a)(ii). (c) If the number of Electing Shares is less than the Non-Cash Election Number: (i) all Electing Shares shall be converted into the right to receive Non-Cash Election Shares in accordance with the terms of Section 2.1(a)(i); (ii) additional shares of Company Common Stock (other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)) shall be converted into the right to receive Non-Cash Election Shares in accordance with the terms of Section 2.1(a)(i) in the following manner: (A) a proration factor (the "Cash Proration Factor") shall be determined by dividing (Ix) the difference between the Non-Cash Election Number Merger Price and the number of Electing Shares by (IIy) the total number of Shares outstanding at the Effective Time (other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)); and (B) the number of shares of Company Common Stock in addition to Electing Shares to be converted into the right to receive Non-Cash Election Shares shall be determined by multiplying the Cash Proration Factor by the total number and (B) a fraction of Shares outstanding at the 9 Effective Time (other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)); and (iii) shares of Company Common Stock subject to clause (ii) of this paragraph (c) shall be converted into the right to receive Non-Cash Election Shares in accordance with Section 2.1(a)(i) (on a consistent basis among stockholders of the Company who held shares of Company Common Stock as to which they did not make the election referred to in Section 2.1(a)(i), pro rata Parent Share equal to the number product of shares as (x) the Exchange Ratio and (y) a fraction equal to which they did not make such election)one minus the Cash Proration Factor.

Proration. (a) Notwithstanding anything in this Agreement to the contrary, the aggregate number of shares of Company Common Stock Shares to be converted into retained pursuant to paragraphs (b) and (c) of Section 1.2 at the right Effective Time shall be equal to receive Non-Cash Election 7.1% of the Common Shares at to be issued and outstanding immediately after the Effective Time (the "Non-Cash Election Number") shall be equal to 1,483,333 (excluding for this purpose any shares of Company Common Stock to be canceled or converted pursuant to Section 2.1(b)). (b) If the number of Electing Shares exceeds the Non-Cash Election Number, then each Electing Share shall be converted 8 into the right to receive retain Non-Cash Election Shares or receive cash in accordance with the terms of Section 2.1(a1.2(b) in the following manner: (i) a proration factor (the "Non-Cash Excess Proration Factor") shall be determined by dividing the Non-Cash Election Number by the total number of Electing Shares; (ii) the number of Electing Shares covered by each Non-Cash Election to be converted into the right to receive Non-Cash Election Shares shall be determined by multiplying the Non-Cash Excess Proration Factor by the total number of Electing Shares covered by such Non-Cash ElectionElection (subject to rounding, to avoid the issuance of fractional shares); and (iii) all Electing Shares, other than those shares Shares converted into the right to receive retain Non-Cash Election Shares in accordance with Section 2.5(b)(ii1.4(b)(ii), shall be converted into the right to receive cash (on a consistent basis among stockholders of the Company who made the election referred to in Section 2.1(a)(i), pro rata to the number of shares of Company Common Stock as to which they made such election) as if such shares were not Electing Shares in accordance with the terms of Section 2.1(a)(ii1.2(b)(ii), as if such Shares were not Electing Shares. (c) If the number of Electing Shares is less than the Non-Cash Election Number, then: (i) all Electing Shares shall be converted into the right to receive retain Common Shares in accordance with the terms of Section 1.2(b)(i); (ii) additional Common Shares (other than Electing Shares and Dissenting Shares) shall be converted into the right to retain Non-Cash Election Shares in accordance with the terms of Section 2.1(a)(i); (ii) additional shares of Company Common Stock (other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)) shall be converted into the right to receive Non-Cash Election Shares in accordance with the terms of Section 2.1(a)(i1.2(b) in the following manner: (A) a proration factor (the "Cash Shortfall Proration Factor") shall be determined by dividing (Ix) the difference between the Non-Cash Election Number and the number of Electing Shares Shares, by (IIy) the total number of Common Shares outstanding at the Effective Time (other than Electing Shares and Dissenting Shares) and including, as if they had been converted into Common Shares, Dissenting all Class B Shares issued and Shares canceled pursuant to Section 2.1(b))outstanding at the Effective Time; and (B) the number of shares of Company Common Stock in addition to Shares (other than Electing Shares to and Dissenting Shares) held by each stockholder that shall be converted into the right to receive retain Non-Cash Election Shares shall be determined by multiplying the Cash Shortfall Proration Factor by the total number of Common Shares outstanding at the 9 Effective Time (other than Electing Shares, Dissenting Shares and Shares canceled pursuant Dissenting Shares) held by such holder (subject to Section 2.1(b)); rounding to avoid the issuance of fractional shares) and (iii) shares of Company Common Stock Shares subject to clause (ii) of this paragraph (cSection 1.4(c) shall be converted into the right to receive retain Non-Cash Election Shares in accordance with Section 2.1(a)(i) (on a consistent basis among stockholders of the Company who held shares of Company Common Stock as to which they did not make the election referred to in Section 2.1(a)(i1.2(b)(i), pro rata to the number of as if such shares as to which they did not make such election)were Electing Shares.

Proration. (a) Notwithstanding anything in this Agreement to the contrary, the aggregate number of shares of Company Common Stock to which shall be converted into cash in the right to receive Merger shall be equal to, or in the event of a Non-Cash Election Shares at Proration Decision (as defined in Section 1.4(c)(ii) hereof) shall not exceed 85,552,580 less any shares of Common Stock ("Potential Dissenting Shares") in respect of which the holders have taken all steps required to be taken prior to the Effective Time Time, to the extent such steps are necessary, to permit such shares to be deemed Dissenting Shares (the "Non-Cash Election Number") shall be equal to 1,483,333 (excluding for this purpose any shares ). For purposes of Company Common Stock to be canceled or converted calculations pursuant to Section 2.1(b))1.4 insofar as all shares other than Potential Dissenting Shares are concerned Potential Dissenting Shares shall not be taken into account. (b) If the number of Non-Electing Shares exceeds the Cash Number, then each Non-Cash Election Number, each Electing Share shall either (x) be converted 8 into the right to receive Non-Cash Election cash or (y) be converted into DuPont Shares or cash in accordance with the terms of Section 2.1(a) in the following manner: (i) a A proration factor (the "Non-Cash Proration Factor") shall be determined by dividing the Non-Cash Election Number by the total number of Non-Electing Shares; (ii) the The number of Non-Electing Shares covered by each Non-Cash Election to be which are converted into the right to receive Non-Cash Election Shares cash shall be determined by multiplying the Non-Cash Proration Factor by the total number of Electing Shares covered by such Non-Cash ElectionElecting Shares; and (iii) all All Non-Electing Shares, Shares other than those shares converted into the right to receive Non-Cash Election Shares in accordance with Section 2.5(b)(ii), shall be which are converted into the right to receive cash (in accordance with Section 1.4(b)(ii) hereof, shall be converted into DuPont Shares on a consistent basis among stockholders holders of Common Stock who failed to make the Company who made the election DuPont Stock Election referred to in Section 2.1(a)(i)1.2(b)(i) hereof, pro rata to the number of shares of Company Common Stock as to which they made failed to make such election) , as if such shares of Common Stock were not Electing DuPont Stock Election Shares in accordance with the terms of Section 2.1(a)(ii)1.2(b)(i) hereof. (c) If the number of Non-Electing Shares is less than the Non-Cash Election Number, then: (i) all All Non-Electing Shares shall be converted into the right to receive Non-Cash Election Shares cash in accordance with the terms of Section 2.1(a)(i)1.2(b)(ii) hereof; (ii) Unless DuPont determines otherwise at least three business days prior to the scheduled date for the Special Meeting (a "Non-Proration Decision"), additional shares of Company Common Stock (Stock, other than Non-Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)) shall be converted into the right to receive Non-Cash Election Shares cash in accordance with the terms of Section 2.1(a)(i1.2(b) hereof in the following manner: (A) a A proration factor (the "Cash Proration Factor") shall be determined by dividing (I1) the difference between the Non-Cash Election Number and the number of Non-Electing Shares by (II2) the total number of Shares outstanding at the Effective Time (shares of Common Stock other than Non-Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)); and (B) the The number of shares of Company Common Stock Stock, in addition to Non-Electing Shares Shares, to be converted into the right to receive Non-Cash Election Shares cash shall be determined by multiplying the Cash Proration Factor by the total number of Shares outstanding at the 9 Effective Time (shares of Common Stock other than Non-Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)); and (iii) Subject to Section 1.9 hereof, shares of Company Common Stock subject as calculated pursuant to clause (ii) of this paragraph (c) ), shall be converted into the right to receive Non-Cash Election Shares cash in accordance with Section 2.1(a)(i1.2(b)(ii) hereof (on a consistent basis among stockholders holders of the Company Common Stock who held shares of Company Common Stock as to which they did not make made the election DuPont Stock Election referred to in Section 2.1(a)(i)1.2(b)(i) hereof, pro rata to the number of shares of Common Stock as to which they did not make made such election). (d) DuPont Shares to be issued to DuPont in exchange for Common Stock received by DuPont in exchange for Class B Common Stock shall be excluded from all calculations relating to elections and prorations set forth in Sections 1.3 and 1.4 hereof.

Proration. (a) Notwithstanding anything in this Agreement to the contrary, the aggregate number of shares of Company Common Stock Shares to be converted into remain outstanding as Retained Shares in the right to receive Non-Cash Election Shares Surviving Corporation at the Effective Time of the Merger shall be equal to1,404,088 (the "Non-Cash Election Retained Share Number") shall be equal to 1,483,333 (excluding for this purpose any shares of Company Common Stock to be canceled or converted pursuant to Section 2.1(b)). (b) If the number of Electing Shares exceeds the Non-Cash Election Retained Share Number, then each Electing Share shall be converted 8 into the right to receive Non-Cash Election retain Retained Shares or receive cash in accordance with the terms of Section 2.1(a2.01(a) in the following manner: (i) a A proration factor (the "Non-Cash Proration Factor") shall be determined by dividing the Non-Cash Election Retained Share Number by the total number of Electing Shares;. (ii) Subject to Section 2.07(e), the number of Electing Shares covered by each Non-Cash Election to be converted into retained (on a consistent basis among stockholders who made the right election referred to receive Non-Cash Election Shares in Section 2.01(a)(i) pro rata to the number of shares as to which they made such elections) shall be determined by multiplying equal to the product of the Non-Cash Proration Factor multiplied by the total number of Electing Shares covered by such Non-Cash Election; and Shares. (iii) iiiSubject to Section 2.07(e), all Electing Shares, Shares other than those shares converted into the right to receive Non-Cash Election retained as Retained Shares in accordance with Section 2.5(b)(ii2.03(b)(ii), shall be converted into the right to receive cash (on a consistent basis among stockholders of the Company who made the election referred to in Section 2.1(a)(i2.01(a)(i), pro rata to the number of shares of Company Common Stock as to which they made such election) as if such shares were not Electing Shares in accordance with the terms of Section 2.1(a)(ii2.01(a)(ii). (c) If the number of Electing Shares is less than the Non-Cash Election Retained Share Number, then: (i) all All Electing Shares shall be converted into remain outstanding as Retained Shares in the right to receive Non-Cash Election Shares Surviving Corporation in accordance with the terms of Section 2.1(a)(i2.01(a))(i); (ii) Subject to Section 2.07(e), additional shares of Company Common Stock (Shares other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)) shall be converted into the right to receive Non-Cash Election Shares in accordance with the terms of Section 2.1(a)(i) in the following manner: (A) a proration factor (the "Cash Proration Factor") shall be determined by dividing (I) the difference between the Non-Cash Election Number and the number of Electing Shares by (II) the total number of Shares outstanding at the Effective Time (other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)); and (B) the number of shares of Company Common Stock in addition to Electing Shares to be converted into the right to receive Non-Cash Election Shares shall be determined by multiplying the Cash Proration Factor by the total number of Shares outstanding at the 9 Effective Time (other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)); and (iii) shares of Company Common Stock subject to clause (ii) of this paragraph (c) shall be converted into the right to receive Non-Cash Election Shares in accordance with Section 2.1(a)(i) retained (on a consistent basis among stockholders of the Company who held shares of Company Common Stock Shares as to which they did not make the election referred to in Section 2.1(a)(i), 2.01(a)(i) pro rata to the number of shares Shares as to which they made such election) as Retained Shares in accordance with the terms of Section 2.01(a) in the following manner: The number of Shares in addition to Electing Shares to be retained as Retained Shares (the "Non-Electing Retained Shares") (on a basis consistent among stockholders who held Shares as to which they did not make the election referred to in Section 2.01(a)(i) pro rata to the number of Shares as to which they did not make such election)) shall be equal to the excess of the Retained Share Number over the number of Electing Shares.

Proration. (a) Notwithstanding anything Within five Business Days after the Election Deadline, the Exchange Agent shall calculate the allocation among holders of H▇▇▇▇▇ United Common Stock of rights to receive TD Banknorth Common Stock or cash in this Agreement to the contrary, Merger in accordance with the Election Forms as follows: (i) In the event the aggregate number of shares H▇▇▇▇▇ United Cash Election Shares is greater than the quotient of Company Common (x) $941,790,000 (the “Aggregate Cash Consideration”) divided by (y) the Cash Election Price (such quotient, the “Cash Conversion Shares”), then: (1) all H▇▇▇▇▇ United Stock to Election Shares will be converted into the right to receive Non-Cash Election Shares at the Effective Time (the "Non-Cash Election Number") shall be equal to 1,483,333 (excluding for this purpose any shares of Company TD Banknorth Common Stock to be canceled or converted pursuant to Section 2.1(b)). (b) If the number of Electing Shares exceeds the Non-Cash Election Number, each Electing Share shall be converted 8 into the right to receive Non-Cash Election Shares or cash in accordance with the terms of Section 2.1(a) in the following manner:3.1(a)(iii), and (i2) a proration factor (the "Non-Cash Proration Factor") shall be determined by dividing the Non-each H▇▇▇▇▇ United Cash Election Number by the total number of Electing Shares; (ii) the number of Electing Shares covered by each Non-Cash Election to Share will be converted into the right to receive Non-Cash Election Shares shall be determined by multiplying the Non-Cash Proration Factor by the total number of Electing Shares covered by such Non-Cash Election; and (iii) all Electing Shares, other than those shares converted into the right to receive Non-Cash Election Shares in accordance with Section 2.5(b)(ii), shall be converted into the right to receive cash (on a consistent basis among stockholders of the Company who made the election referred to in Section 2.1(a)(i), pro rata to the number of shares of Company TD Banknorth Common Stock as to which they made such election) as if such shares were not Electing Shares in accordance with the terms of Section 2.1(a)(ii). (c) If the number of Electing Shares is less than the Non-Cash Election Number: (i) all Electing Shares shall be converted into the right to receive Non-Cash Election Shares in accordance with the terms of Section 2.1(a)(i); (ii) additional shares of Company Common Stock (other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)) shall be converted into the right to receive Non-Cash Election Shares in accordance with the terms of Section 2.1(a)(i) cash in the following manner: (A) a proration factor (the "“Cash Proration Factor"”) shall be determined by dividing (Ix) the difference between Aggregate Cash Consideration by (y) the Non-Cash Election Number and product of the number of Electing Shares by (II) the total number of Shares outstanding at the Effective Time (other than Electing Shares, Dissenting H▇▇▇▇▇ United Cash Election Shares and Shares canceled pursuant to Section 2.1(b)); andthe Cash Election Price; (B) the number of H▇▇▇▇▇ United Cash Election Shares held by each holder of shares of Company H▇▇▇▇▇ United Common Stock in addition to Electing Shares to that will be converted into the right to receive Non-Cash Election Shares cash pursuant to the terms of Section 3.1(a)(iv) shall be determined by multiplying the Cash Proration Factor by the total number of H▇▇▇▇▇ United Cash Election Shares outstanding at the 9 Effective Time (other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b))held by such holder; and (iiiC) all H▇▇▇▇▇ United Cash Election Shares other than those shares of Company Common Stock subject converted into the right to clause receive cash in accordance with the preceding subparagraph (ii) of this paragraph (cB) shall be converted into the right to receive Non-TD Banknorth Common Stock in accordance with the terms of Section 3.1(a)(iii). (ii) In the event the aggregate number of H▇▇▇▇▇ United Cash Election Shares is less than the Cash Conversion Shares, then: (1) all H▇▇▇▇▇ United Cash Election Shares will be converted into the right to receive cash in accordance with Section 2.1(a)(i3.1(a)(iv), and (2) (on a consistent basis among stockholders of each H▇▇▇▇▇ United Stock Election Share will be converted into the Company who held shares of Company right to receive TD Banknorth Common Stock as to which they did not make and cash in the election referred to in Section 2.1(a)(i), pro rata to following manner: (A) a proration factor (the “Stock Proration Factor”) shall be determined by dividing the Stock Conversion Shares by the aggregate number of shares as to which they did not make such election).H▇▇▇▇▇

Proration. (ai) Notwithstanding anything in this Agreement to the contrary, the aggregate number of shares of Company Common Stock Shares to be converted into the right to receive Non-Cash Election retain Shares at the Effective Time (the "NonNON-Cash Election NumberCASH ELECTION SHARE NUMBER") shall be equal to 1,483,333 205,000 Shares (excluding for this purpose any shares of Company Common Stock to be canceled or converted pursuant to Section 2.1(b)Excluded Shares). (bii) If the number of Electing Shares exceeds the Non-Cash Election Share Number, then the Electing Shares covered by each Electing Share Non-Cash Election shall be converted 8 into the right to receive retain Non-Cash Election Shares or to receive cash in accordance with the terms of Section 2.1(aSECTION 3.01(A) in the following manner: (iA) a A proration factor (the "NonNON-Cash Proration FactorCASH PRORATION FACTOR") shall be determined by dividing the Non-Cash Election Share Number by the total number of Electing Shares;. (iiB) the The number of Electing Shares covered by each Non-Cash Election to be converted into the right to receive retain Non-Cash Election Shares shall be determined by multiplying the Non-Cash Proration Factor by the total number of Electing Shares covered by such Non-Cash Election; and. (iiiC) all All Electing Shares, other than those that number of shares converted into the right to receive Non-Cash Election Shares in accordance with Section 2.5(b)(iiSECTION 3.01(E)(II)(B), shall be converted into the right to receive cash (on a consistent basis among stockholders of the Company holders who made the election referred to in Section 2.1(a)(iSECTION 3.01(A)(I), pro rata to the number of shares of Company Common Stock Shares as to which they made such election) as if such shares Shares were not Electing Shares in accordance with the terms of Section 2.1(a)(iiSECTION 3.01(A)(II). (ciii) If the number of Electing Shares is less than the Non-Cash Election Share Number, then: (iA) all All Electing Shares shall be converted into the right to receive retain Non-Cash Election Shares in accordance with the terms of Section 2.1(a)(iSECTION 3.01(A)(I);. (iiB) additional shares of Company Common Stock Additional Shares held by the Persons listed on SCHEDULE 3.01(E) (other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)the "PRINCIPAL STOCKHOLDERS") shall be converted into the right to receive retain Non-Cash Election Shares in accordance with the terms of Section 2.1(a)(iSECTION 3.01(A)(I) in the following manner: (A1) a A proration factor (the "Cash Proration Factor") CASH PRORATION FACTOR" shall be determined by dividing (Ix) the difference between the Non-Cash Election Number and the number of Electing Shares Shares, by (IIy) the total number of Shares outstanding at held by the Effective Time Principal Stockholders (other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(bthe "PRINCIPAL NON-CASH ELECTION SHARES")); and. (B2) the The number of shares of Company Common Stock Shares in addition to Electing Shares to be converted into the right to receive retain Non-Cash Election Shares shall be determined by multiplying the Cash Proration Factor by the total number of Shares outstanding at the 9 Effective Time (other than Electing Principal Non-Cash Election Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)); and. (iiiC) shares of Company Common Stock Shares subject to clause (iiB) of this paragraph (cSECTION 3.01(E)(III) shall be converted into the right to receive retain Non-Cash Election Shares in accordance with Section 2.1(a)(iSECTION 3.01(A)(I) (on a consistent basis among stockholders of the Company Principal Stockholders who held shares of Company Common Stock as to which they did not make the election referred to in Section 2.1(a)(i)Principal Non-Cash Election Shares, pro rata to the number of shares as to which they did not make such election)Principal Non-Cash Election Shares held by each Principal Stockholder, and each Principal Stockholder will enter into the Stockholders Agreement.

Proration. (a) Notwithstanding anything in this Agreement to the contrary, the aggregate number of shares of Company Common Stock Shares to be converted into the right to receive Non-Cash Election Equity One Shares at as a result of the Merger shall be equal to 50% of the Shares outstanding immediately prior to the Effective Time (the "Non-Cash Election Share Number") shall be equal to 1,483,333 (excluding for this purpose any shares of Company Common Stock to be canceled or converted pursuant to Section 2.1(b)). (b) If the number of Electing Shares exceeds the Non-Cash Election Share Number, then each Electing Share shall be converted 8 into the right to receive Non-Cash Election Equity One Shares or receive cash in accordance with the terms of Section 2.1(a) in the following manner: (i) a A proration factor (the "Non-Cash Proration Factor") shall be determined by dividing the Non-Cash Election Share Number by the total number of Electing Shares;. (ii) Subject to Section 2.5(e), the number of Electing Shares covered by each Non-Cash Equity One Share Election to be converted into the right entitled to receive Non-Cash Election Equity One Shares as a result of the Merger (on a consistent basis among shareholders who made the election referred to in Section 2.1(a)(i) pro rata to the number of Shares as to which they made such elections) shall be determined by multiplying equal to the product of the Non-Cash Proration Factor multiplied by the total number of Electing Shares covered by such Non-Cash Equity One Share Election; and. (iii) all Subject to Section 2.5(e), each Electing Shares, Share other than those shares converted into the right to be entitled to receive Non-Cash Election Equity One Shares as a result of the Merger in accordance with Section 2.5(b)(ii), 2.3(b)(ii) shall be converted into the right to receive cash the Cash Election Price (on a consistent basis among stockholders of the Company shareholders who made the election referred to in Section 2.1(a)(i), pro rata to the number of shares of Company Common Stock as to which they made such election) as if such shares were not Electing Shares in accordance with the terms of Section 2.1(a)(ii2.1(a)(iii). (iv) Notwithstanding anything herein to the contrary, if the number of Electing Shares exceeds the Non-Cash Share Number, then Equity One reserves the right, in its sole discretion, to increase the Non-Cash Share Number. c) If the number of Electing Shares is less than the Non-Cash Election Share Number, then: (i) all All Electing Shares shall be converted into the right entitled to receive Non-Cash Election Equity One Shares in accordance with as a result of the terms of Section 2.1(a)(i); (ii) additional shares of Company Common Stock (other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)) shall be converted into the right to receive Non-Cash Election Shares Merger in accordance with the terms of Section 2.1(a)(i) in the following manner:and 2.1(a)(ii). (Aii) a proration factor (the "Cash Proration Factor") shall be determined by dividing (I) the difference between the Non-Cash Election Number and the number of Electing Subject to Section 2.5(e), additional Shares by (II) the total number of Shares outstanding at the Effective Time (other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)); and (B) the number of shares of Company Common Stock in addition to Electing Shares to be converted into the right to receive Non-Cash Election Shares shall be determined by multiplying the Cash Proration Factor by the total number of Shares outstanding at the 9 Effective Time (other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)); and (iii) shares of Company Common Stock subject to clause (ii) of this paragraph (c) shall be converted into the a right to receive Non-Cash Election Equity One Shares in accordance with Section 2.1(a)(i) as a result of the Merger (on a consistent basis among stockholders of the Company shareholders who held shares of Company Common Stock Shares as to which they did not make the election referred to in Section 2.1(a)(i), ) pro rata to the number of shares such Shares as to which no such election had been made) in accordance with the terms of Section 2.1(a) in the following manner: the number of Shares in addition to Electing Shares to be converted into a right to receive Equity One Shares (the "Non-Electing Shares") (on a basis consistent among shareholders who held Shares as to which they did not make the election referred to in Section 2.1(a)(i) pro rata to the number of such election)Shares as to which no such election had been made) shall be equal to the excess of the Non-Cash Share Number over the number of Electing Shares. iii) Each other Share shall be converted into the right to receive the Cash Election Price.

Proration. (a) Notwithstanding anything in this Agreement to the contrary, the aggregate number of shares of Company Parent Common Stock to be converted into the right to receive Non-Cash Election Shares Parent Common Stock at the Effective Time of the Acquisition Merger (the "Non-Cash Election Number") shall be equal to 1,483,333 approximately 456,047 (excluding for this purpose any shares of Company Parent Common Stock to be canceled or converted pursuant to Section 2.1(b4.1(b)). (b) If the number of Electing Shares exceeds the Non-Cash Election Number, then each Electing Share shall be converted 8 into the right to receive Non-Cash Election Shares or receive cash in accordance with the terms of Section 2.1(a4.1(c) in the following manner: (i) a A proration factor (the "Non-Cash Proration Factor") shall be determined by dividing the Non-Cash Election Number by the total number of Electing Shares;. (ii) the The number of Electing Shares covered by each Non-Cash Election to be converted into the right to receive Non-Cash Election Shares shall be determined by multiplying the Non-Cash Proration Factor by the total number of Electing Shares covered by such Non-Cash Election; andElection rounded down to the nearest whole number. (iii) all All Electing Shares, other than those shares converted into the right to receive Non-Cash Election Shares in accordance with Section 2.5(b)(ii4.4(b)(ii), shall be converted into the right to receive cash (on a consistent basis among stockholders of the Company shareholders who made the election referred to in Section 2.1(a)(i4.1(c)(i), pro rata to in accordance with the number of shares of Company Common Stock as to which they made such election) as if such shares were not Electing Shares in accordance with the terms of Section 2.1(a)(ii4.1(c)(ii). (c) If the number of Electing Shares is less than the Non-Cash Election Number, then: (i) all Electing Shares shall be converted into the right to receive Parent Common Stock in accordance with the terms of Section 4.1(c)(i); (ii) shares of Parent Common Stock other than Electing Shares shall be converted into the right to receive Non-Cash Election Shares in accordance with the terms of Section 2.1(a)(i); (ii) additional shares of Company Common Stock (other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)) shall be converted into the right to receive Non-Cash Election Shares in accordance with the terms of Section 2.1(a)(i4.1(c) in the following manner: (A) a proration factor (the "Cash Proration Factor") shall be determined by dividing (Ix) the difference between the Non-Cash Election Number and the number of Electing Shares Shares, by (IIy) the total number of Shares outstanding at the Effective Time (shares of Parent Common Stock other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)); and (B) the number of shares of Company Parent Common Stock in addition to Electing Shares to be converted into the right to receive Non-Cash Election Shares shall be determined by multiplying the Cash Proration Factor by the total number of Shares outstanding at the 9 Effective Time (shares other than Electing Shares, Dissenting Shares and Shares canceled pursuant rounded down to Section 2.1(b))the nearest whole number; and (iii) subject to Section 4.2, shares of Company Parent Common Stock subject to clause (ii) of this paragraph (c) shall be converted into the right to receive Non-Cash Election Shares in accordance with Section 2.1(a)(i4.1(c)(i) (on a consistent basis among stockholders of the Company shareholders who held shares of Company Parent Common Stock as to which they did not make the election referred to in Section 2.1(a)(i4.1(c)(i), pro rata to in accordance with the number of shares as to which they did not make such election).

Proration. (a) Notwithstanding anything in this Agreement to the contrary, the aggregate number of shares of Company Common Stock to be converted into the right to receive Non-Cash Election Shares retain Company Common Stock at the Effective Time (the "Non-Cash Election Number") shall be equal to 1,483,333 1,296,296 (excluding for this purpose any shares of Company Common Stock to be canceled or converted cancelled pursuant to Section 2.1(b)). (b) If the number of Electing Shares exceeds the Non-Cash NonCash Election Number, then each Electing Share shall be converted 8 into the right to receive retain Non-Cash Election Shares or receive cash in accordance with the terms of Section 2.1(a2.1(c) in the following manner: (i) a A proration factor (the "Non-Cash Proration FactorFac- tor") shall be determined by dividing the Non-Cash Election Number by the total number of Electing Shares;. 7 (ii) the The number of Electing Shares covered by each Non-Cash Election to be converted into the right to receive retain Non-Cash Election Shares shall be determined by multiplying the Non-Cash Proration Factor by the total number of Electing Shares covered by such Non-Cash Election; and. (iii) all All Electing Shares, other than those shares converted into the right to receive Non-Cash Election Shares in accordance with Section 2.5(b)(ii2.4(b)(ii), shall be converted into the right to receive cash (on a consistent basis among stockholders of the Company who made the election referred to in Section 2.1(a)(i2.1(c)(i), pro rata to the number of shares of Company Common Stock as to which they made such election) as if such shares were not Electing Shares in accordance with the terms of Section 2.1(a)(ii2.1(c)(ii). (c) If the number of Electing Shares is less than the Non-Cash Election Number, then: (i) all Electing Shares shall be converted into the right to receive Non-Cash Election Shares retain Company Common Stock in accordance with the terms of Section 2.1(a)(i2.1(c)(i); (ii) additional shares of Company Common Stock (other than Electing Shares, Shares and Dissenting Shares and Shares canceled pursuant to Section 2.1(b)) shall be converted into the right to receive retain Non-Cash Election Shares in accordance with the terms of Section 2.1(a)(i) in the following manner: (A) a proration factor (the "Cash Proration Factor") shall be determined by dividing (I) the difference between the Non-Cash Election Number and the number of Electing Shares by (II) the total number of Shares outstanding at the Effective Time (other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)); and (B) the number of shares of Company Common Stock in addition to Electing Shares to be converted into the right to receive Non-Cash Election Shares shall be determined by multiplying the Cash Proration Factor by the total number of Shares outstanding at the 9 Effective Time (other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)); and (iii) shares of Company Common Stock subject to clause (ii) of this paragraph (c) shall be converted into the right to receive Non-Cash Election Shares in accordance with Section 2.1(a)(i) (on a consistent basis among stockholders of the Company who held shares of Company Common Stock as to which they did not make the election referred to in Section 2.1(a)(i), pro rata to the number of shares as to which they did not make such election).2.1

Proration. (a) Notwithstanding anything in this Agreement to the contrary, the aggregate number of shares of Company CCI Common Stock (and the associated Rights) to be converted into the right to receive Non-Cash Election Shares retain CCI Common Stock (and the associated Rights) at the Effective Time (the "Non-Cash Election Number") shall be equal to 1,483,333 588,611 (excluding for this purpose any shares of Company CCI Common Stock (and the associated Rights) to be canceled or converted cancelled pursuant to Section 2.1(b1.8(a)). (b) If the number of Electing Shares exceeds the Non-Cash Election Number, then each Electing Share shall be converted 8 into the right to receive retain Non-Cash Election Shares or receive cash in accordance with the terms of Section 2.1(a1.8(b) in the following manner: (i) a A proration factor (the "Non-Cash Proration Factor") shall be determined by dividing the Non-Cash Election Number by the total number of Electing Shares;. (ii) the The number of Electing Shares covered by each Non-Cash Election to be converted into the right to receive retain Non-Cash Election Shares shall be determined by multiplying the Non-Cash Proration Factor by the total number of Electing Shares covered by such Non-Cash Election; and. (iii) all All Electing Shares, other than those shares converted into the right to receive Non-Cash Election Shares in accordance with Section 2.5(b)(ii1.10(b)(ii), shall be converted into the right to receive cash (on a consistent basis among stockholders of the Company shareholders who made the election referred to in Section 2.1(a)(i1.8(b)(i), pro rata to the number of shares of Company Common Stock as to which they made such election) as if such shares were not Electing Shares in accordance with the terms of Section 2.1(a)(ii1.8(b)(ii). (c) If the number of Electing Shares is less than the Non-Cash Election Number, then: (i) all Electing Shares shall be converted into the right to receive retain CCI Common Stock (and the associated Rights) in accordance with the terms of Section 1.8(b)(i); (ii) additional shares of CCI Common Stock (other than Electing Shares and Dissenting Shares) shall be converted into the right to retain Non-Cash Election Shares in accordance with the terms of Section 2.1(a)(i); (ii) additional shares of Company Common Stock (other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)) shall be converted into the right to receive Non-Cash Election Shares in accordance with the terms of Section 2.1(a)(i1.8(b) in the following manner: (A1) a proration factor (the "Cash Proration Factor") shall be determined by dividing (Ix) the difference between the Non-Cash Election Number and the number of Electing Shares Shares, by (IIy) the total number of Shares shares of CCI Common Stock outstanding at the Effective Time (other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)Dissenting Shares); and (B2) the number of shares of Company CCI Common Stock in addition to Electing Shares to be converted into the right to receive Non-retain Non- Cash Election Shares shall be determined by multiplying the Cash Proration Factor by the total number of Shares shares of CCI Common Stock outstanding at the 9 Effective Time (other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)Dissenting Shares); and (iii) Subject to Section 2.11, shares of Company CCI Common Stock subject to clause (ii) of this paragraph (cSection 1.10(c) shall be converted into the right to receive retain Non-Cash Election Shares in accordance with Section 2.1(a)(i1.8(b)(i) as if such shares had been the subject of a Non-Cash Election (on a consistent basis among stockholders of the Company shareholders who held shares of Company CCI Common Stock as to which they did not make the election referred to in Section 2.1(a)(i1.8(b)(i), pro rata to based upon the number of shares as to which they did not make such election).

Proration. (a) Notwithstanding anything in this --------- Agreement to the contrary, the aggregate number of shares of Company Common Stock to be converted into the right to receive Non-Cash Election retained as Retained Shares at the Effective Time shall be a number of shares equal to not more than 25% (the "Non-Cash Election Maximum Retention Number") shall be equal to 1,483,333 and not less than 7% (excluding for this purpose any the "Minimum Retention Number") of the issued and outstanding shares of Company Common Stock immediately prior to be canceled or converted pursuant to Section 2.1(b))the Effective Time. (b) If the number of Electing Shares exceeds the Non-Cash Election Maximum Retention Number, then each Electing Share shall remain outstanding as a Retained Share or be converted 8 into the right to receive Non-Cash Election Shares or cash in accordance with the terms of Section 2.1(a2.01(c) in the following manner: (i) a proration factor (the "Non-Cash Proration Factor") shall be determined by dividing the Non-Cash Election Maximum Retention Number by the total number of Electing Shares; (ii) subject to Section 2.04(e), the number of Electing Shares covered by each Non-Cash Retention Election to be converted into the right to receive Non-Cash Election retained as Retained Shares shall be determined by multiplying the Non-Cash Proration Factor by the total number of Electing Shares covered by such Non-Cash Retention Election; and (iii) all Electing Shares, other than those shares converted into the right to receive Non-Cash Election remain outstanding as Retained Shares in accordance with Section 2.5(b)(ii2.03(b)(ii), shall be converted into the right to receive cash (on a consistent basis among stockholders of the Company who made the election referred to in Section 2.1(a)(i), pro rata to the number of shares of Company Common Stock as to which they made such election) as if such shares were not Electing Shares in accordance with the terms of Section 2.1(a)(ii2.01(c)(ii). (c) If the number of Electing Shares is less than the Non-Cash Election Minimum Retention Number, then: (i) all Electing Shares shall be converted into the right to receive Non-Cash Election remain outstanding as Retained Shares in accordance with the terms of Section 2.1(a)(i2.01(c)(i);; and (ii) additional shares of Company Common Stock (other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)) shall be converted into the right to receive Non-Cash Election remain outstanding as Retained Shares in accordance with the terms of Section 2.1(a)(i2.01(c) (i) in the following manner: (A1) a proration factor (the "Cash Proration Factor") shall be determined by dividing (Ix) the difference between the Non-Cash Election Minimum Retention Number and the number of Electing Shares by (IIy) the total number of Shares outstanding at the Effective Time (shares of Company Common Stock other than Electing Excluded Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b))Electing Shares; and (B2) the number of shares with respect to each outstanding share of Company Common Stock in addition to Electing Shares to be converted into otherthan the right to receive Non-Cash Election Shares shall be determined by multiplying the Cash Proration Factor by the total number of Shares outstanding at the 9 Effective Time (other than Electing Excluded Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)); and (iii) shares of Company Common Stock subject to clause (ii) of this paragraph (c) Electing Shares, such share shall be converted into the right to receive Non-Cash Election Shares in accordance with Section 2.1(a)(i) (on a consistent basis among stockholders fraction of the Company who held shares of Company Common Stock as to which they did not make the election referred to in Section 2.1(a)(i), pro rata one Retained Share equal to the number Cash Proration Factor and an amount of shares as cash equal to which they did not make such election)the product of (x) the cash Election Price and (y) 1.0 less the Cash Proration Factor.

Proration. (a) Notwithstanding anything in this Agreement to the contrary, the aggregate number of shares of Company Common Stock to be converted into the right to receive Non-Cash Election Shares retain Company Common Stock at the Effective Time (the "NonNON-Cash Election NumberCASH ELECTION NUMBER") shall be equal to 1,483,333 1,296,296 (excluding for this purpose any shares of Company Common Stock to be canceled or converted cancelled pursuant to Section 2.1(b)). (b) If the number of Electing Shares exceeds the Non-Cash Election Number, then each Electing Share shall be converted 8 into the right to receive retain Non-Cash Election Shares or receive cash in accordance with the terms of Section 2.1(a2.1(c) in the following manner: (i) a A proration factor (the "NonNON-Cash Proration FactorCASH PRORATION FACTOR") shall be determined by dividing the Non-Cash Election Number by the total number of Electing Shares;. (ii) the The number of Electing Shares covered by each Non-Cash Election to be converted into the right to receive retain Non-Cash Election Shares shall be determined by multiplying the Non-Cash Proration Factor by the total number of Electing Shares covered by such Non-Cash Election; and. (iii) all All Electing Shares, other than those shares converted into the right to receive Non-Cash Election Shares in accordance with Section 2.5(b)(ii2.4(b)(ii), shall be converted into the right to receive cash (on a consistent basis among stockholders of the Company who made the election referred to in Section 2.1(a)(i2.1(c)(i), pro rata to the number of shares of Company Common Stock as to which they made such election) as if such shares were not Electing Shares in accordance with the terms of Section 2.1(a)(ii2.1(c)(ii). (c) If the number of Electing Shares is less than the Non-Cash Election Number, then: (i) all Electing Shares shall be converted into the right to receive Non-Cash Election Shares retain Company Common Stock in accordance with the terms of Section 2.1(a)(i2.1(c)(i); (ii) additional shares of Company Common Stock (other than Electing Shares, Shares and Dissenting Shares and Shares canceled pursuant to Section 2.1(b)) shall be converted into the right to receive retain Non-Cash Election Shares in accordance with the terms of Section 2.1(a)(i) in the following manner: (A) a proration factor (the "Cash Proration Factor") shall be determined by dividing (I) the difference between the Non-Cash Election Number and the number of Electing Shares by (II) the total number of Shares outstanding at the Effective Time (other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)); and (B) the number of shares of Company Common Stock in addition to Electing Shares to be converted into the right to receive Non-Cash Election Shares shall be determined by multiplying the Cash Proration Factor by the total number of Shares outstanding at the 9 Effective Time (other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)); and (iii) shares of Company Common Stock subject to clause (ii) of this paragraph (c) shall be converted into the right to receive Non-Cash Election Shares in accordance with Section 2.1(a)(i) (on a consistent basis among stockholders of the Company who held shares of Company Common Stock as to which they did not make the election referred to in Section 2.1(a)(i), pro rata to the number of shares as to which they did not make such election).2.1

Proration. (a) Notwithstanding anything in this Agreement to the contrary, the aggregate number of shares of Company Common Stock Shares to be converted into the right to receive Non-Cash Election retain Shares at the Effective Time shall be equal to 2,400,000 shares (the "Non-Cash Election Number") shall be equal to 1,483,333 (excluding for this purpose any shares of Company Common Stock Shares to be canceled or converted cancelled pursuant to Section 2.1(b)). (b) If the number of Electing Shares exceeds the Non-Cash Election Number, then each Electing Share shall be converted 8 into the right to receive retain Non-Cash Election Shares or and receive cash in accordance with the terms of Section 2.1(a2.1(c) in the following manner: (i) a A proration factor (the "Non-Cash Proration Factor") shall be determined by dividing the Non-Cash Election Number by the total number of Electing Shares; (ii) the The number of Electing Shares covered by each Non-Cash Election to be converted into the right to receive retain Non-Cash Election Shares shall be determined by multiplying the Non-Cash Proration Factor by the total number of Electing Shares covered by such Non-Cash Election; and; (iii) all All Electing Shares, other than those shares converted into the right to receive Non-Cash Election Shares in accordance with Section 2.5(b)(ii2.4(b)(ii), shall be converted into the right to receive cash (on a consistent basis among stockholders of the Company who made the election referred to in Section 2.1(a)(i2.1(c)(i), pro rata to in accordance with the number of shares of Company Common Stock as to which they made such election) as if such shares were not Electing Shares in accordance with the terms of Section 2.1(a)(ii2.1(c)(ii). (c) If the number of Electing Shares is less than the Non-Cash Election Number, then: (i) all Electing Shares shall be converted into the right to receive retain Non-Cash Election Shares in accordance with the terms of Section 2.1(a)(i2.1(c)(i); (ii) additional shares of Company Common Stock (Shares other than Electing Shares, Shares and Dissenting Shares and Shares canceled pursuant to Section 2.1(b)) shall be converted into the right to receive retain Non-Cash Election Shares in accordance with the terms of Section 2.1(a)(i2.1(c)(i) in the following manner: (A) a proration factor (the "Cash Proration Factor") shall be determined by dividing (Ix) the difference between the Non-Cash Election Number and less the number of Electing Shares Shares, by (IIy) the total number of Shares issued and outstanding at immediately prior to the Effective Time (other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b))Dissenting Shares; and (B) the number of shares of Company Common Stock Shares in addition to Electing Shares to be converted into the right to receive retain Non-Cash Election Shares shall be determined by multiplying the Cash Proration Factor by the total number of Shares issued and outstanding at immediately prior to the 9 Effective Time (other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)); andDissenting Shares. (iii) shares of Company Common Stock subject to Section 2.2, Shares subject to clause (ii) of this paragraph (c) shall be converted into the right to receive retain Non-Cash Election Shares in accordance with Section 2.1(a)(i2.1(c)(i) (on a consistent basis among stockholders of the Company who held shares of Company Common Stock Shares as to which they did not make the election referred to in Section 2.1(a)(i2.1(c)(i), pro rata to in accordance with the number of shares as to which they did not make such election). (d) If the number of Electing Shares equals the Non-Cash Election Number, then there shall be no proration pursuant to this Section 2.4.

Proration. (a) Notwithstanding anything in this Agreement to the contrary, the aggregate number of shares of Company Common Stock to be converted into the right to receive Non-Cash Election Shares retain Company Common Stock at the Effective Time (the "Non-Cash Election Number") shall be equal to 1,483,333 1,296,296 (excluding for this purpose any shares of Company Common Stock to be canceled or converted cancelled pursuant to Section 2.1(b)). (b) If the number of Electing Shares exceeds the Non-Cash Election Number, then each Electing Share shall be converted 8 into the right to receive retain Non-Cash Election Shares or receive cash in accordance with the terms of Section 2.1(a2.1(c) in the following manner: (i) a A proration factor (the "Non-Cash Proration Factor") shall be determined by dividing the Non-Cash Election Number by the total number of Electing Shares;. (ii) the The number of Electing Shares covered by each Non-Cash Election to be converted into the right to receive retain Non-Cash Election Shares shall be determined by multiplying the Non-Cash Proration Factor by the total number of Electing Shares covered by such Non-Cash Election; and. (iii) all All Electing Shares, other than those shares converted into the right to receive Non-Cash Election Shares in accordance with Section 2.5(b)(ii2.4(b)(ii), shall be converted into the right to receive cash (on a consistent basis among stockholders of the Company who made the election referred to in Section 2.1(a)(i2.1(c)(i), pro rata to the number of shares of Company Common Stock as to which they made such election) as if such shares were not Electing Shares in accordance with the terms of Section 2.1(a)(ii2.1(c)(ii). (c) If the number of Electing Shares is less than the Non-Cash Election Number, then: (i) all Electing Shares shall be converted into the right to receive Non-Cash Election Shares retain Company Common Stock in accordance with the terms of Section 2.1(a)(i2.1(c)(i); (ii) additional shares of Company Common Stock (other than Electing Shares, Shares and Dissenting Shares and Shares canceled pursuant to Section 2.1(b)) shall be converted into the right to receive retain Non-Cash Election Shares in accordance with the terms of Section 2.1(a)(i) in the following manner: (A) a proration factor (the "Cash Proration Factor") shall be determined by dividing (I) the difference between the Non-Cash Election Number and the number of Electing Shares by (II) the total number of Shares outstanding at the Effective Time (other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)); and (B) the number of shares of Company Common Stock in addition to Electing Shares to be converted into the right to receive Non-Cash Election Shares shall be determined by multiplying the Cash Proration Factor by the total number of Shares outstanding at the 9 Effective Time (other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)); and (iii) shares of Company Common Stock subject to clause (ii) of this paragraph (c) shall be converted into the right to receive Non-Cash Election Shares in accordance with Section 2.1(a)(i) (on a consistent basis among stockholders of the Company who held shares of Company Common Stock as to which they did not make the election referred to in Section 2.1(a)(i), pro rata to the number of shares as to which they did not make such election).2.1

Proration. (a1) Notwithstanding anything in this Agreement to the contrary, the aggregate "Retained Share Number" shall equal 500,000 Common Shares (or such lesser number as is determined by MergerCo prior to the mailing of shares of Company Common Stock to be converted into the right to receive Non-Cash Election Shares at the Effective Time (the "Non-Cash Election Number") shall be equal to 1,483,333 (excluding for this purpose any shares of Company Common Stock to be canceled or converted pursuant to Section 2.1(b)Proxy Statement). (b2) If the number of Electing Potential Election Shares exceeds is greater than the Non-Cash Election Retained Share Number, then each Electing Potential Election Share shall be converted 8 into retained as an Election Share in accordance with the right to terms of Section 2.1(3)(i) or receive Non-Cash Election Shares or cash in accordance with the terms of Section 2.1(a2.1(3)(iii) in the following manner: (i) a A proration factor (the "Non-Cash Proration Factor") shall be determined by dividing the Non-Cash Election Retained Share Number by the total number of Electing Potential Election Shares;. (ii) the The number of Electing Potential Election Shares covered by each Non-Cash Election election to be converted into the right to receive Non-Cash retained as Election Shares shall be determined by multiplying the Non-Cash Proration Factor by the total number of Electing Potential Election Shares covered by such Non-Cash Election; andelection, rounded to the nearest whole number. (iii) all Electing All Potential Election Shares, other than those shares converted into the right to receive Non-Cash Election Shares which are retained in accordance with Section 2.5(b)(ii2.3(2)(ii), shall be converted into the right to receive cash (on a consistent basis among stockholders of the Company who made the election referred to in Section 2.1(a)(i), pro rata to the number of shares of Company Common Stock as to which they made such election) as if such shares were not Electing Shares in accordance with the terms of Section 2.1(a)(ii2.1(3)(iii). (c3) If the number of Electing Potential Election Shares is less than or equal to the Non-Cash Retained Share Number, then each Potential Election Number: (i) all Electing Shares Share shall be converted into the right to receive Non-Cash retained as an Election Shares Share in accordance with the terms of Section 2.1(a)(i); (ii2.1(3)(i) additional shares of Company and each Common Stock (Share other than Electing Shares, a Potential Election Share or a Dissenting Shares and Shares canceled pursuant to Section 2.1(b)Share (a "Potential Cash Share") shall be retained as a Non-Election Share in accordance with Section 2.1(3)(ii) or converted into the right to receive Non-Cash Election Shares cash in accordance with the terms of Section 2.1(a)(i2.1(3)(iii) in the following manner: (Ai) a A proration factor (the "Cash Proration Factor") shall be determined by dividing (Ix) the difference between the Non-Cash Election Retained Share Number and the number of Electing Shares Potential Election Shares, by (II) the total number of Shares outstanding at the Effective Time (other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)); and (By) the number of shares Potential Cash Shares. (ii) The number of Company Common Stock in addition to Electing Potential Cash Shares held by each stockholder to be converted into the right to receive retained as Non-Cash Election Shares in accordance with Section 2.1(3)(ii) shall be determined by multiplying the Cash Proration Factor by the total number of Potential Cash Shares outstanding at held by such stockholder, rounded down to the 9 Effective Time (other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)); andnearest whole number. (iii) All Potential Cash Shares, other than those shares of Company Common Stock subject to clause (ii) of this paragraph (c) retained as Non-Election Shares, shall be converted into the right to receive Non-Cash Election Shares cash in accordance with Section 2.1(a)(i) (on a consistent basis among stockholders of the Company who held shares of Company Common Stock as to which they did not make the election referred to in Section 2.1(a)(i), pro rata to the number of shares as to which they did not make such election2.1(3)(iii).

Proration. (a) Notwithstanding anything in this Agreement to the contrary, the aggregate number of shares of Company Parent Common Stock to be converted into the right to receive Non-Cash Election Shares Parent Common Stock at the Effective Time of the Acquisition Merger (the "Non-Cash Election Number") shall be equal to 1,483,333 approximately 456,047 ------------------------ (excluding for this purpose any shares of Company Parent Common Stock to be canceled or converted pursuant to Section 2.1(b4.1(b)). (b) If the number of Electing Shares exceeds the Non-Cash Election Number, then each Electing Share shall be converted 8 into the right to receive Non-Cash Election Shares or receive cash in accordance with the terms of Section 2.1(a4.1(c) in the following manner: (i) a A proration factor (the "Non-Cash Proration Factor") shall ------------------------- be determined by dividing the Non-Cash Election Number by the total number of Electing Shares;. (ii) the The number of Electing Shares covered by each Non-Cash Election to be converted into the right to receive Non-Cash Election Shares shall be determined by multiplying the Non-Cash Proration Factor by the total number of Electing Shares covered by such Non-Cash Election; andElection rounded down to the nearest whole number. (iii) all All Electing Shares, other than those shares converted into the right to receive Non-Cash Election Shares in accordance with Section 2.5(b)(ii4.4(b)(ii), shall be converted into the right to receive cash (on a consistent basis among stockholders of the Company shareholders who made the election referred to in Section 2.1(a)(i4.1(c)(i), pro rata to in accordance with the number of shares of Company Common Stock as to which they made such election) as if such shares were not Electing Shares in accordance with the terms of Section 2.1(a)(ii4.1(c)(ii). (c) If the number of Electing Shares is less than the Non-Cash Election Number, then: (i) all Electing Shares shall be converted into the right to receive Non-Cash Election Shares Parent Common Stock in accordance with the terms of Section 2.1(a)(i4.1(c)(i); (ii) additional shares of Company Common Stock (other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)) shall be converted into the right to receive Non-Cash Election Shares in accordance with the terms of Section 2.1(a)(i) in the following manner: (A) a proration factor (the "Cash Proration Factor") shall be determined by dividing (I) the difference between the Non-Cash Election Number and the number of Electing Shares by (II) the total number of Shares outstanding at the Effective Time (other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)); and (B) the number of shares of Company Common Stock in addition to Electing Shares to be converted into the right to receive Non-Cash Election Shares shall be determined by multiplying the Cash Proration Factor by the total number of Shares outstanding at the 9 Effective Time (other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)); and (iii) shares of Company Common Stock subject to clause (ii) of this paragraph (c) shall be converted into the right to receive Non-Cash Election Shares in accordance with Section 2.1(a)(i) (on a consistent basis among stockholders of the Company who held shares of Company Common Stock as to which they did not make the election referred to in Section 2.1(a)(i), pro rata to the number of shares as to which they did not make such election).

Proration. (a) Notwithstanding anything in this Agreement to the contrary, the aggregate number of shares of Company Common Stock to be converted into the right to receive Non-Cash Election retained as Retained Shares at the Effective Time (the "Non-Cash Retention Election Number") shall be equal to 1,483,333 (excluding for this purpose any shares of Company Common Stock to be canceled or converted pursuant to Section 2.1(b))the Parent Equity Number, multiplied by 0.07, and divided by 0.93. (b) If the number of Electing Shares exceeds the Non-Cash Retention Election Number, then each Electing Share shall remain outstanding as a Retained Share or be converted 8 into the right to receive Non-Cash Election Shares or cash in accordance with the terms of Section 2.1(a1.6(c) in the following manner: (i) a proration factor (the "Non-Cash Proration Factor") shall be determined by dividing the Non-Cash Retention Election Number by the total number of Electing Shares; (ii) subject to Section 1.9(e), the number of Electing Shares covered by each Non-Cash Retention Election to be converted into the right to receive Non-Cash Election retained as Retained Shares shall be determined by multiplying the Non-Cash Proration Factor by the total number of Electing Shares covered by such Non-Cash Retention Election; and (iii) all Electing Shares, other than those shares converted into the right to receive Non-Cash Election remain outstanding as Retained Shares in accordance with Section 2.5(b)(ii1.8(b)(ii), shall be converted into the right to receive cash (on a consistent basis among stockholders of the Company who made the election referred to in Section 2.1(a)(i), pro rata to the number of shares of Company Common Stock as to which they made such election) as if such shares were not Electing Shares in accordance with the terms of Section 2.1(a)(ii1.6(c)(ii). (c) If the number of Electing Shares is less than the Non-Cash Retention Election Number, then: (i) all Electing Shares shall be converted into the right to receive Non-Cash Election remain outstanding as Retained Shares in accordance with the terms of Section 2.1(a)(i1.6(c)(i); (ii) additional shares of Company Common Stock (other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)) shall be converted into the right to receive Non-Cash Election remain outstanding as Retained Shares in accordance with the terms of Section 2.1(a)(i1.6(c)(i) in the following manner: (A1) a proration factor (the "Cash Proration Factor") shall be determined by dividing (Ix) the difference between the Non-Cash Retention Election Number and the number of Electing Shares by (IIy) the total number of Shares outstanding at the Effective Time (shares of Company Common Stock other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)); and (B2) the number of shares of Company Common Stock in addition to Electing Shares to be converted into the right to receive Non-Cash Election retained as Retained Shares shall be determined by multiplying the Cash Proration Factor by the total number of Shares outstanding at the 9 Effective Time (shares of Company Common Stock other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)); and (iii) subject to Sections 1.6(e) and 1.9(e), shares of Company Common Stock subject to clause (ii) of this paragraph (cSection 1.8(c) shall be converted into the right to receive Non-Cash Election remain outstanding as Retained Shares in accordance with Section 2.1(a)(i1.6(c)(i) (on a consistent basis among stockholders of the Company who held shares of Company Common Stock as to which they did not make the election referred to in Section 2.1(a)(i1.6(c)(i), pro rata to the number of shares as to which they did not make such election).

Proration. (a) Notwithstanding anything in this Agreement to the contrary, the aggregate number of shares Shares (excluding for purposes of Company Common Stock this Section 2.3 Management Rollover Shares) to be converted into the right to receive Non-Cash Election retain Shares at the Effective Time (the "Non-Cash Election Number") shall be equal to 1,483,333 the sum of (excluding for this purpose any i) the number of shares of Company Class A Common Stock, Class B Common Stock, Class C Common Stock, Class D Common Stock and Class E Common Stock of MergerCo which are outstanding as of immediately prior to be canceled or converted pursuant the Effective Time and (ii) the number of Management Rollover Shares, multiplied by 0.06383, rounded up to Section 2.1(b))the nearest whole number. (b) If the number of Electing Shares exceeds the Non-Cash Election Number, then each Electing Share shall be converted 8 into the right to receive retain Non-Cash Election Shares or cash in accordance with receive the terms of Section 2.1(a) Cash Election Price in the following manner: (i) a proration factor (the "Non-Cash Proration Factor") shall be determined by dividing the Non-Cash Election Number by the total number of Electing Shares; (ii) the number of Electing Shares covered by each Non-Cash Election to be converted into the right to receive retain Non-Cash Election Shares shall be determined by multiplying the Non-Cash Proration Factor by the total number of Electing Shares covered by such Non-Cash ElectionElection rounded up to the nearest whole number; and (iii) all Electing Shares, other than those shares converted into the right to receive retain Non-Cash Election Shares in accordance with Section 2.5(b)(ii2.3(b)(ii), shall be converted into the right to receive cash the Cash Election Price in accordance with Section 2.1(c)(iii) (on a consistent basis among stockholders of the Company shareholders who made the election referred to a Non-Cash Election in Section 2.1(a)(i2.1(c)(i), pro rata to the number of shares of Company Common Stock Shares as to which they made such electionNon-Cash Election) as if such shares Shares were not Electing Shares in accordance with the terms of Section 2.1(a)(ii)Shares. (c) If the number of Electing Shares is less than the Non-Cash Election Number, then: (i) all Electing Shares shall be converted into the right to receive retain Shares in accordance with the terms of Section 2.1(c)(i); (ii) additional Shares (other than Electing Shares, Dissenting Shares, Management Rollover Shares and any other Shares held by any of the Management Continuing Shareholders) shall be converted into the right to retain Non-Cash Election Shares in accordance with the terms of Section 2.1(a)(i); (ii) additional shares of Company Common Stock (other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)) shall be converted into the right to receive Non-Cash Election Shares in accordance with the terms of Section 2.1(a)(i2.1(c) in the following manner: (A1) a proration factor (the "Cash Proration Factor") shall be determined by dividing (Ix) the difference between the Non-Cash Election Number and the number of Electing Shares Shares, by (IIy) the total number of Shares outstanding at the Effective Time (other than Shares described in Section 2.1(b), Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)Management Rollover Shares); and (B2) the number of shares of Company Common Stock Shares in addition to Electing Shares to be converted into the right to receive retain Non-Cash Election Shares shall be determined by multiplying the Cash Proration Factor by the total number of Shares outstanding at the 9 Effective Time (other than Shares described in Section 2.1(b), Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)Management Rollover Shares); and (iii) shares of Company Common Stock subject to Section 2.1(d), Shares subject to clause (ii) of this paragraph (c) shall be converted into the right to receive retain Non-Cash Election Shares in accordance with Section 2.1(a)(i2.1(c)(i) (on a consistent basis among stockholders of the Company shareholders who held shares of Company Common Stock Shares as to which they did not make the election referred to a Non-Cash Election (other than shares described in Section 2.1(a)(i2.1(b), Dissenting Shares and Management Rollover Shares), pro rata to the number of shares Shares as to which they did not make such electiona Non-Cash Election).

Proration. (a) Notwithstanding anything in this Agreement to the contrary, the aggregate number of shares of Company Common Stock to be converted into retained at the right Effective Time pursuant to receive Non-Cash Election Shares at Section 2.01(b) shall be equal to 590,973 shares of outstanding Common Stock of the Surviving Corporation immediately after the Effective Time (the "NonNON-Cash Election NumberCASH ELECTION NUMBER") shall be equal to 1,483,333 (excluding for this purpose any shares of Company Common Stock to be canceled or converted pursuant to Section 2.1(b)). (b) If the number of Electing Shares exceeds the Non-Cash Election Number, then each Electing Share shall be converted 8 into the right to receive retain Non-Cash Election Shares or receive cash in accordance with the terms of Section 2.1(a) 2.01 in the following manner: (i) a proration factor (the "Non-Cash Proration FactorEXCESS PRORATION FACTOR") shall be determined by dividing the Non-Cash Election Number by the total number of Electing Shares; (ii) the number of Electing Shares covered by each Non-Cash Election to be converted into the right to receive Non-Cash Election Shares shall be determined by multiplying the Non-Cash Excess Proration Factor by the total number of Electing Shares covered by such Non-Cash ElectionElection (subject to rounding, to avoid the issuance of fractional shares); and (iii) all Electing Shares, other than those shares converted into the right to receive retain Non-Cash Election Shares in accordance with Section 2.5(b)(ii2.03(b)(ii), shall be converted into cash in accordance with the right to receive cash (on a consistent basis among stockholders terms of the Company who made the election referred to in Section 2.1(a)(i2.01(b)(ii), pro rata to the number of shares of Company Common Stock as to which they made such election) as if such shares were not Electing Shares in accordance with the terms of Section 2.1(a)(ii)Shares. (c) If the number of Electing Shares is less than the Non-Cash Election Number, then: (i) all Electing Shares shall be converted into the right to receive Non-Cash Election Shares retain shares of Company Common Stock in accordance with the terms of Section 2.1(a)(i2.01(b)(i); (ii) additional shares of Company Common Stock (other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)Dissenting Shares) shall be converted into the right to receive retain Non-Cash Election Shares in accordance with the terms of Section 2.1(a)(i2.01(b) in the following manner: (A) a proration factor (the "Cash Proration FactorSHORTFALL PRORATION FACTOR") shall be determined by dividing (Ix) the difference between the Non-No- Cash Election Number and the number of Electing Shares Shares, by (IIy) the total number of Shares shares of Company Common Stock outstanding at the Effective Time (other than Electing Shares, Dissenting Shares and Shares canceled pursuant to Section 2.1(b)Dissenting Shares); and (B) the number of shares of Company Common Stock in addition to (other than Electing Shares to and Dissenting Shares) held by each stockholder that shall be converted into the right to receive retain Non-Cash Election Shares shall be determined by multiplying the Cash Shortfall Proration Factor by the total number of Shares outstanding at the 9 Effective Time shares of Company Common Stock (other than Electing Shares, Dissenting Shares and Shares canceled pursuant Dissenting Shares) held by such holder (subject to Section 2.1(b)rounding to avoid the issuance of fractional shares); and (iii) shares of Company Common Stock subject to clause (ii) of this paragraph (cSection 2.03(c) shall be converted into the right to receive retain Non-Cash Election Shares in accordance with Section 2.1(a)(i) (on a consistent basis among stockholders of the Company who held shares of Company Common Stock as to which they did not make the election referred to in Section 2.1(a)(i2.01(b)(i), pro rata to the number of as if such shares as to which they did not make such election)were Electing Shares.

Proration. (a) Notwithstanding anything in this Agreement to the contrary, the aggregate number of shares of Company Common Stock to be converted into the right to receive Non-Cash Election Shares at the Effective Time (the "Non-Cash Election Number") shall be equal to 1,483,333 the Parent Equity Number, multiplied by 0.07, and divided by 0.93; provided, however, in the event Merger Co. notifies the Company pursuant to Section 5.16 hereof that there is no longer a reason for the stockholders of the Company to be stockholders of the Surviving Corporation, (excluding for this purpose any i) such aggregate number shall be 0, (ii) no shares of Company Common Stock shall be converted into the right to receive Non-Cash Election Shares and (iii) shares of Company Common Stock which would otherwise convert into the right to receive the Non-Cash Election Shares shall be canceled or converted pursuant into the right to receive the Cash Election Price in accordance with Section 2.1(b)2.01(b)(ii). (b) If the number of Electing Shares exceeds the Non-Cash Election Number, each Electing Share shall be converted 8 into the right to receive Non-Cash Election Shares or cash in accordance with the terms of Section 2.1(a2.01(b) in the following manner: (i) a proration factor (the "Non-Cash Proration Factor") shall be determined by dividing the Non-Cash Election Number by the total number of Electing Shares; (ii) the number of Electing Shares covered by each Non-Cash Election to be converted into the right to receive Non-Cash Election Shares shall be determined by multiplying the Non-Cash Proration Factor by the total number of Electing Shares covered by such Non-Cash Election; and (iii) all Electing Shares, other than those shares converted into the right to receive Non-Cash Election Shares in accordance with Section 2.5(b)(ii2.03(b)(ii), shall be converted into the right to receive cash (on a consistent basis among stockholders of the Company who made the election referred to in Section 2.1(a)(i2.01(b)(i), pro rata to the number of shares of Company Common Stock as to which they made such election) as if such shares were not Electing Shares in accordance with the terms of Section 2.1(a)(ii2.01(b)(ii). (c) If the number of Electing Shares is less than the Non-Cash Election Number: (i) all Electing Shares shall be converted into the right to receive Non-Cash Election Shares in accordance with the terms of Section 2.1(a)(i2.01(b)(i); (ii) additional shares of Company Common Stock (other than Electing Shares, Dissenting Shares and Shares shares canceled pursuant to Section 2.1(b2.01(a)) shall be converted into the right to receive Non-Cash Election Shares in accordance with the terms of Section 2.1(a)(i2.01(b) (i) in the following manner: (A) a proration factor (the "Cash Proration Factor") shall be determined by dividing (I) the difference between the Non-Cash Election Number and the number of Electing Shares by (II) the total number of Shares shares of Company Common Stock outstanding at the Effective Time (other than Electing Shares, Dissenting Shares and Shares shares canceled pursuant to Section 2.1(b2.01(a)); and (B) the number of shares of Company Common Stock in addition to Electing Shares to be converted into the right to receive Non-Cash Election Shares shall be determined by multiplying the Cash Proration Factor by the total number of Shares shares of Company Common Stock outstanding at the 9 Effective Time (other than Electing Shares, Dissenting Shares and Shares shares canceled pursuant to Section 2.1(b2.1(a)); and (iii) shares of Company Common Stock subject to clause (ii) of this paragraph (c) shall be converted into the right to receive Non-Cash Election Shares in accordance with Section 2.1(a)(i2.01(b)(i) (on a consistent basis among stockholders of the Company who held shares of Company Common Stock as to which they did not make the election referred to in Section 2.1(a)(i2.01(b)(i), pro rata to the number of shares as to which they did not make such election).