Common use of Cash and Stock Elections Clause in Contracts

Cash and Stock Elections. An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to certificates shall pass, only upon proper delivery of such certificates to American Stock Transfer & Trust Co. or such other designated third-party exchange agent mutually agreed upon by First Financial and HopFed (referred to when acting in such capacity as the “Exchange Agent”)) in such form as designated by First Financial and the Exchange Agent (the “Election Form”), shall be mailed along with the Prospectus/Proxy Statement (as defined in Section 3.4) to each holder of record of HopFed Common Stock as of the record date for the HopFed Shareholder Meeting. Each Election Form shall permit the holder of record of HopFed Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to (i) elect to receive the Cash Consideration for all or a portion of such holder’s shares of HopFed Common Stock (a “Cash Election”), (ii) elect to receive the Stock Consideration for all or a portion of such holder’s shares of HopFed Common Stock (a “Stock Election”), or (iii) make no election with respect to the receipt of the Cash Consideration or the Stock Consideration (a “Non-Election”); provided, however, that, notwithstanding any other provision of this Agreement to the contrary, but subject to Section 1.5(f), no more than fifty percent (50%) of the shares of HopFed Common Stock (the “Stock Conversion Number”) shall be converted into the Stock Consideration and the remaining shares of HopFed Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into the Cash Consideration (the “Cash Consideration Number”). Shares of HopFed Common Stock as to which a Cash Election has been made are referred to herein as “Cash Election Shares.” Shares of HopFed Common Stock as to which a Stock Election has been made are referred to herein as “Stock Election Shares.” Shares of HopFed Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of shares of HopFed Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.”

Cash and Stock Elections. An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to certificates shall pass, only upon proper delivery of such certificates to American Stock Transfer & Trust Co. or such other designated third-party exchange Computershare, Inc., as Horizon’s stock transfer agent mutually agreed upon by First Financial and HopFed (referred to when acting in such capacity as the “Exchange Agent”)) in such form as designated by First Financial Horizon and the Exchange Agent Agent, and in such form as reasonably acceptable to LPB (the “Election Form”), shall be mailed along with prior to the Prospectus/Proxy Statement anticipated Closing Date on such date as LPB and Horizon shall mutually agree upon (as defined in Section 3.4the “Mailing Date”) to each holder of record of HopFed LPB Common Stock as of five (5) business days prior to the record date for the HopFed Shareholder MeetingMailing Date. Each Election Form shall permit the holder of record of HopFed LPB Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to (i) elect to receive the Cash Consideration for all or a portion of such holder’s shares of HopFed LPB Common Stock (a “Cash Election”), (ii) elect to receive the Stock Consideration for all or a portion of such holder’s shares of HopFed LPB Common Stock (a “Stock Election”), (iii) elect to receive Stock Consideration for a portion of such holder’s LPB Common Stock and Cash Consideration for the remaining portion of such holder’s LPB Common Stock (the “Cash/Stock Consideration”) (an election to receive the Cash/Stock Consideration is referred to as a “Mixed Election”), or (iiiiv) make no election with respect to the receipt of the Cash Consideration or the Stock Consideration (a “Non-Election”); provided, however, that, notwithstanding any other provision of this Agreement to the contrary, but subject to Section 1.5(f), no more than fifty percent (50%) 65% of the outstanding shares of HopFed LPB Common Stock (the “Stock Conversion Number”) shall be converted into the Stock Consideration and the remaining shares of HopFed LPB Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into the Cash Consideration (the “Cash Consideration Number”). Shares of HopFed LPB Common Stock as to which a Cash Election (including as part of a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of HopFed LPB Common Stock as to which a Stock Election (including as part of a Mixed Election) has been made are referred to herein as “Stock Election Shares.” Shares of HopFed LPB Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of shares of HopFed LPB Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.”

Cash and Stock Elections. An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to certificates Certificates shall pass, only upon proper delivery of such certificates Certificates to American Stock Transfer & Trust Co. a stock transfer agent, bank or such other trust company designated third-party exchange agent mutually agreed upon by First Financial Merchants and HopFed reasonably satisfactory to NUVO (referred to when acting in such capacity as the “"Exchange Agent”")) in such form as designated by First Financial NUVO and the Exchange Agent Merchants shall mutually agree (the “"Election Form”"), shall be mailed along with no less than forty (40) Business Days prior to the Prospectus/Proxy Statement anticipated Closing Date or such other date as NUVO and Merchants shall mutually agree upon (as defined in Section 3.4the "Mailing Date") to each holder of record of HopFed NUVO Common Stock as of five (5) Business Days prior to the record date for the HopFed Shareholder MeetingMailing Date. Each Election Form shall permit the holder of record of HopFed NUVO Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to (i) elect to receive the Cash Consideration for all or a portion of such holder’s 's shares of HopFed Common Stock (a “"Cash Election”"), (ii) elect to receive the Stock Consideration for all or a portion of such holder’s 's shares of HopFed Common Stock (a “"Stock Election”"), or (iii) make no election with respect to the receipt of the Cash Consideration or the Stock Consideration (a “"Non-Election”"); provided, however, that, notwithstanding any other provision of this Agreement to the contrary, but subject to Section 1.5(f2.06(d), no more than fifty percent (50%) of the 2,140,829 shares of HopFed NUVO Common Stock (the “"Stock Conversion Number”") shall be converted into the Stock Consideration and the remaining shares of HopFed NUVO Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into the Cash Consideration (the “"Cash Consideration Number”"). For avoidance of doubt, the number of shares of NUVO Common Stock constituting the Stock Conversion Number as specified in this Section 2.06(a) shall not be increased by virtue of the issuance of additional shares of NUVO Common Stock after the date of this Agreement pursuant to the exercise of Options or Warrants or otherwise. Shares of HopFed NUVO Common Stock as to which a Cash Election has been made are referred to herein as “"Cash Election Shares.” " Shares of HopFed NUVO Common Stock as to which a Stock Election has been made are referred to herein as “"Stock Election Shares.” " Shares of HopFed NUVO Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “"Non-Election Shares.” " The aggregate number of shares of HopFed NUVO Common Stock with respect to which a Stock Election has been made is referred to herein as the “"Stock Election Number.”"

Cash and Stock Elections. An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to certificates shall pass, only upon proper delivery of such certificates to American Stock Transfer & Trust Co. or such other designated third-party exchange Broadridge Corporate Issuer Solutions, Inc., as FNWD’s stock transfer agent mutually agreed upon by First Financial and HopFed (referred to when acting in such capacity as the “Exchange Agent”)) in such form as designated by First Financial FNWD and the Exchange Agent Agent, and in such form as reasonably acceptable to RYFL (the “Election Form”), shall be mailed along with on such date as RYFL and FNWD shall mutually agree upon (the Prospectus/Proxy Statement (as defined in Section 3.4“Mailing Date”) to each holder of record of HopFed RYFL Common Stock as on the date which is five (5) business days prior to the Mailing Date, other than the Odd-Lot Holders. FNWD shall be solely responsible for the payment of any fees and expenses of the record date for the HopFed Shareholder MeetingExchange Agent. Each Election Form shall permit the holder of record of HopFed RYFL Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to (i) elect to receive the Cash Consideration for all or a portion of such holder’s shares of HopFed RYFL Common Stock (a “Cash Election”), (ii) elect to receive the Stock Consideration for all or a portion of such holder’s shares of HopFed RYFL Common Stock (a “Stock Election”), (iii) elect to receive Stock Consideration for a portion of such holder’s RYFL Common Stock and Cash Consideration for the remaining portion of such holder’s RYFL Common Stock (the “Cash/Stock Consideration”) (an election to receive the Cash/Stock Consideration is referred to as a “Mixed Election”), or (iiiiv) make no election with respect to the receipt of the Cash Consideration or the Stock Consideration (a “Non-Election”); provided, however, that, notwithstanding any other provision of this Agreement to the contrary, but subject to Section 1.5(f), no more than fifty percent (50%) of the shares of HopFed Common Stock (the “Stock Conversion Number”) Number shall be converted and exchanged into the Stock Consideration Consideration, and the remaining shares of HopFed Common Stock issued and outstanding immediately prior to the Effective Time Cash Conversion Number shall be converted and exchanged into the Cash Consideration (the “Cash Consideration Number”)Consideration. Shares of HopFed RYFL Common Stock as to which a Cash Election (including as part of a Mixed Election) has been made made, and shares which are held by Odd-Lot Holders, are referred to herein as “Cash Election Shares.” Shares of HopFed RYFL Common Stock as to which a Stock Election (including as part of a Mixed Election) has been made are referred to herein as “Stock Election Shares.” Shares of HopFed RYFL Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of shares of HopFed RYFL Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.”