Common use of Company Election Procedures Clause in Contracts

Company Election Procedures. (a) Parent shall prepare, and the Company shall file as an exhibit to the Proxy Statement, a form of election (the “Election Form”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Election Form and such Certificates to the Exchange Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) and, as soon as reasonably practicable following the later of the effectiveness of the Registration Statement or the record date for the Company Stockholders Meeting (the “Record Date”), the Company shall mail to each registered holder of shares of Company Common Stock as of the Record Date (including each holder of shares of Company Restricted Stock, Company Outperformance RSUs and Company Options, but excluding any Cancelled Shares and Converted Shares), the Election Form with the Proxy Statement (the “Election Form Mailing Date”). The Election Form shall be used by each registered holder of shares of Company Common Stock (or, in the case of nominee holders, the beneficial owner through proper instructions and documentation) to make a Mixed Election, a Cash Election or a Stock Election, as applicable. The Company shall use its reasonable best efforts to make the Election Form available to all persons who become registered holders of Company Common Stock during the period between the Record Date and the Election Deadline. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of a share of Company Common Stock (including each holder of shares of Company Restricted Stock, Company Outperformance RSUs and Company Options, but excluding any Cancelled Shares and Converted Shares), subject to limitations set forth in this Section 3.3(b), to submit a Mixed Election, a Cash Election or a Stock Election, as applicable (each an “Election”) in accordance with the following procedures: (i) Each holder of a share of Company Common Stock may specify in a request made in accordance with the provisions of this Section 3.3(b) (A) the number of such holder’s shares of Company Common Stock with respect to which such holder elects to receive the Mixed Election Consideration (such Election with respect to such number of shares of Company Common Stock, the “Mixed Election”), (B) the number of such holder’s shares of Company Common Stock with respect to which such holder elects to receive the Cash Election Consideration (such Election with respect to such number of shares of Company Common Stock, the “Cash Election”), (C) the number of such holder’s shares of Company Common Stock with respect to which such holder elects to receive the Stock Election Consideration (such Election with respect to such number of shares of Company Common Stock, the “Stock Election”), and (D) the particular shares for which such holder desires to make any such election, and the order in which any such election is to apply to any such shares if the election is subject to proration under Section 3.4(b). (ii) Any holder of a share of Company Common Stock who does not properly make an Election in accordance with the provisions of this Section 3.3 or whose Election is not received by the Exchange Agent prior to the Election Deadline in the manner provided in this Section 3.3, will be deemed to have made the Mixed Election with respect to each share of Company Common Stock for which a valid Election has not been made or received in accordance with this Section 3.3. (iii) Any Election will be deemed properly made only if the Exchange Agent has received at its designated office, (A) by 5:00 p.m. (Eastern time) on the date of the Company Stockholders Meeting or (B) if the Closing Date is more than 10 Business Days after the date of the Company Stockholders Meeting, the date that is seven Business Days preceding the Closing Date (in either case, the “Election Deadline”), an Election Form duly completed and validly executed and accompanied by Certificates representing the shares of Company Common Stock to which such Election Form relates (or customary affidavits and, if required by the procedures set forth in the Election Form, the posting by such person of a bond in such reasonable amount as the Election Form may direct, as indemnity against any claim that may be made against the Surviving Corporation with respect to such Certificate). Parent and the Company shall publicly announce the anticipated Election Deadline at least 10 Business Days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) After an Election is validly made with respect to any share of Company Common Stock, no further registration of transfers of such shares shall be made on the stock transfer books of the Company, unless and until such Election is properly revoked in accordance with this Section 3.3(c). Any holder of a share of Company Common Stock may, at any time prior to the Election Deadline, change or revoke such holder’s Election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Election Form. In addition, all Elections shall automatically be revoked upon the termination of this Agreement pursuant to Article VIII. If an Election is revoked, the holder of the Company Common Stock to which such Election previously applied shall be deemed to have made the Mixed Election with respect to such Company Common Stock unless and until a valid Election in respect of such Company Common Stock is subsequently submitted to the Exchange Agent on or prior to the Election Deadline in accordance with this Section 3.3. Certificates will not be returned to the holder unless the holder so requests. (d) The determination of the Exchange Agent (or the determination of Parent, in the event that the Exchange Agent declines to make any such determination) shall be conclusive and binding as to whether or not a Mixed Election, a Cash Election or a Stock Election has been properly made, changed or revoked pursuant to this Section 3.3 and as to when Mixed Elections, Cash Elections and Stock Elections, changes and revocations were received by the Exchange Agent. The Exchange Agent (or Parent, in the event that the Exchange Agent declines to make the following computations) shall also make all computations contemplated by this Section 3.3 and Section 3.4, and absent manifest error this computation shall be conclusive and binding. The Exchange Agent may, with the written consent of Parent, make any rules as are consistent with this Section 3.3 and Section 3.4 for the implementation of Mixed Elections, Cash Elections and Stock Elections as shall be necessary or desirable to effect such elections in accordance with the terms of this Agreement.

Company Election Procedures. (a) Each Person who, on or prior to the Election Deadline, is a record holder of Company Shares other than Appraisal Shares shall be entitled to specify the number of such holder’s Company Shares with respect to which such holder makes a Cash Election, a Stock Election or a Mixed Election. (b) Parent shall prepare, prepare and the Company shall file as an exhibit to the Proxy Statementregistration statement on Form S-4 to be filed with the SEC by Parent in connection with the Share Issuance (together with any amendment or supplements thereto, the “Form S-4”) a form of election (the “Election FormForm of Election”) (which shall specify that delivery shall be effected, in form and risk of loss and title substance reasonably acceptable to the Certificates Company. The Company shall pass, only upon delivery mail the Form of Election with the proxy statement relating to the adoption and approval of this Agreement by the Company’s stockholders and the approval of the Election Form and such Certificates Share Issuance by Parent’s stockholders (together with any amendment or supplements thereto, the “Joint Proxy Statement”) to the Exchange Agent, and which shall be in such form and shall have such other customary provisions all Persons who are record holders of Company Shares as Parent and the Company may reasonably agree) and, as soon as reasonably practicable following the later of the effectiveness of the Registration Statement or the record date for the Company Stockholders Meeting (the “Record Date”), the Company shall mail to each registered holder of shares of Company Common Stock as of the Record Date (including each holder of shares of Company Restricted Stock, Company Outperformance RSUs and Company Options, but excluding any Cancelled Shares and Converted Shares), the Election Form with the Proxy Statement (the “Election Form Mailing Date”)Stockholder Meeting. The Form of Election Form shall be used by each registered record holder of shares of Company Common Stock Shares (or, in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to make a Mixed Cash Election, a Cash Stock Election or a Stock Mixed Election. In the event that a holder fails to make a Cash Election, as applicablea Stock Election or a Mixed Election with respect to any Company Shares held or beneficially owned by such holder by the Election Deadline, then such holder shall be deemed to have made a Mixed Election with respect to those Company Shares (each such Company Share, a “Non-Electing Company Share”). The Company shall use its reasonable best efforts to make the Form of Election Form available to all persons Persons who become registered record holders of Company Common Stock Shares during the period between the Record Date record date for the Company Stockholder Meeting and the Election Deadline. (bc) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of a share of Company Common Stock (including each holder of shares of Company Restricted Stock, Company Outperformance RSUs and Company Options, but excluding any Cancelled Shares and Converted Shares), subject to limitations set forth in this Section 3.3(b), to submit a Mixed Election, a Cash Election or a Stock Election, as applicable (each an “Election”) in accordance with the following procedures: (i) Each holder of a share of Company Common Stock may specify in a request made in accordance with the provisions of this Section 3.3(b) (A) the number of such Any holder’s shares of Company Common Stock with respect to which such holder elects to receive the Mixed Election Consideration (such Election with respect to such number of shares of Company Common Stock, the “Mixed Election”), (B) the number of such holder’s shares of Company Common Stock with respect to which such holder elects to receive the Cash Election Consideration (such Election with respect to such number of shares of Company Common Stock, the “Cash Election”), (C) the number of such holder’s shares of Company Common Stock with respect to which such holder elects to receive the Stock Election Consideration (such Election with respect to such number of shares of Company Common Stock, the “Stock Election”), and (D) the particular shares for which such holder desires to make any such election, and the order in which any such election is to apply to any such shares if the election is subject to proration under Section 3.4(b). (ii) Any holder of a share of Company Common Stock who does not properly make an Election in accordance with the provisions of this Section 3.3 or whose Election is not received by the Exchange Agent prior to the Election Deadline in the manner provided in this Section 3.3, will be deemed to shall have made the Mixed Election with respect to each share of Company Common Stock for which a valid Election has not been made or received in accordance with this Section 3.3. (iii) Any Election will be deemed properly made only if the Exchange Agent has shall have received at its designated office, (A) office by 5:00 p.m. (Eastern p.m., New York City time) , on the date of the Company Stockholders Meeting or (B) if the Closing Date is more than 10 Business Days after the date of the Company Stockholders Meeting, the date that is seven two (2) Business Days preceding the Closing Date (in either case, the “Election Deadline”), an a Form of Election Form duly properly completed and validly executed signed and accompanied by Certificates representing the shares of Company Common Stock to which such Election Form relates (or customary affidavits and, if any additional documents required by the procedures set forth in the Form of Election. After a Cash Election, a Stock Election Form, the posting by such person of or a bond in such reasonable amount as the Mixed Election Form may direct, as indemnity against any claim that may be is validly made against the Surviving Corporation with respect to any Company Shares, no further registration of transfers of such Certificate). Company Shares shall be made on the stock transfer books of the Company, unless and until such Cash Election, Stock Election or Mixed Election is properly revoked. (d) Parent and the Company shall publicly announce the anticipated Election Deadline at least 10 three (3) Business Days prior to the anticipated Closing DateElection Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (ce) After an Any Cash Election, Stock Election is validly made or Mixed Election may be revoked with respect to any share of Company Common Stock, no further registration of transfers of such shares shall be made on the stock transfer books all or a portion of the Company, unless and until such Election is properly revoked in accordance with this Section 3.3(c). Any Company Shares subject thereto by the holder who submitted the applicable Form of a share of Company Common Stock may, at any time prior to the Election Deadline, change or revoke such holder’s Election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Election FormDeadline. In addition, all Cash Elections, Stock Elections and Mixed Elections shall automatically be revoked upon the termination of if this Agreement pursuant to is terminated in accordance with Article VIIIVII. If an a Cash Election or Stock Election is revoked, the holder of the Company Common Stock Shares as to which such Election election previously applied shall be deemed to have made the treated as Mixed Election with respect to such Company Common Stock unless and until a valid Election in respect of such Company Common Stock is subsequently submitted to the Exchange Agent on or prior to the Election Deadline Consideration Electing Shares in accordance with this Section 3.32.1(b)(i) unless a contrary election is submitted by the holder within the period during which elections are permitted to be made pursuant to Section 2.3(c). Certificates The accounts of holders of Company Book-Entry Shares will not be returned to credited at the holder Depository Trust Company, unless the holder so requests. (df) The determination of the Exchange Agent (or the joint determination of ParentParent and the Company, in the event that the Exchange Agent declines to make any such determination) shall be conclusive and binding as to whether or not a Mixed Election, a Cash Election or a Elections and Stock Election has Elections shall have been properly made, changed made or revoked pursuant to this Section 3.3 2.3 and as to when Mixed Cash Elections, Cash Stock Elections and Stock Elections, changes and revocations were received by the Exchange Agent. The Exchange Agent (or ParentParent and the Company jointly, in the event that the Exchange Agent declines to make the following computationscomputation) shall also make all computations contemplated by this Section 3.3 and Section 3.42.1(b), and absent manifest error this computation shall be conclusive and binding. The Exchange Agent may, with the written agreement of Parent (subject to the consent of Parentthe Company, which shall not be unreasonably withheld, delayed or conditioned), make any rules as are consistent with this Section 3.3 and Section 3.4 2.3 for the implementation of Mixed Elections, the Cash Elections and Stock Elections provided for in this Agreement as shall be necessary or desirable to effect such elections in accordance with the terms of this Agreementthese Cash Elections and Stock Elections.

Company Election Procedures. (a) Parent shall prepareEach person who, and the Company shall file as an exhibit on or prior to the Proxy StatementElection Deadline, is a form of election (the “Election Form”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Election Form and such Certificates to the Exchange Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) and, as soon as reasonably practicable following the later of the effectiveness of the Registration Statement or the record date for the Company Stockholders Meeting (the “Record Date”), the Company shall mail to each registered holder of shares of Company Common Stock as of the Record Date (including each holder of shares of Company Restricted Stock, Company Outperformance RSUs and Company Options, but excluding any Cancelled other than Appraisal Shares and Converted Shares), the Election Form with the Proxy Statement (the “Election Form Mailing Date”). The Election Form shall be used by each registered holder of shares of Company Common Stock (or, in the case of nominee holders, the beneficial owner through proper instructions and documentation) entitled to make a Mixed Election, a Cash Election or a Stock Election, as applicable. The Company shall use its reasonable best efforts to make the Election Form available to all persons who become registered holders of Company Common Stock during the period between the Record Date and the Election Deadline. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of a share of Company Common Stock (including each holder of shares of Company Restricted Stock, Company Outperformance RSUs and Company Options, but excluding any Cancelled Shares and Converted Shares), subject to limitations set forth in this Section 3.3(b), to submit a Mixed Election, a Cash Election or a Stock Election, as applicable (each an “Election”) in accordance with the following procedures: (i) Each holder of a share of Company Common Stock may specify in a request made in accordance with the provisions of this Section 3.3(b) (A) the number of such holder’s shares of Company Common Stock with respect to which such holder elects makes a Cash Election, a Stock Election or a Mixed Election. (b) Parent shall prepare and file as an exhibit to receive the Mixed Form S-4 a form of election (the “Form of Election”) in form and substance reasonably acceptable to the Company. The Form of Election Consideration (such shall specify that delivery shall be effected, and risk of loss and title to any Certificates shall pass only upon proper delivery of the Form of Election and any Certificates. The Company shall mail the Form of Election with respect the Joint Proxy Statement to such number all persons who are record holders of shares of Company Common Stock, Stock as of the “Mixed Election”), (B) record date for the number Company Stockholders Meeting. The Form of such holder’s Election shall be used by each record holder of shares of Company Common Stock with respect (or, in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to which such make a Cash Election, a Stock Election or a Mixed Election. In the event that a holder elects fails to receive the make a Cash Election, a Stock Election Consideration (such or a Mixed Election with respect to any shares of Company Common Stock held or beneficially owned by such number holder by the Election Deadline, then such holder shall be deemed to have made a Mixed Election with respect to those shares (each such share, a “Non-Electing Company Share”). The Company shall use its reasonable best efforts to make the Form of Election available to all persons who become record holders of shares of Company Common Stock, Stock during the “Cash Election”), (C) period between the number of such holder’s shares of record date for the Company Common Stock with respect to which such holder elects to receive the Stock Election Consideration (such Election with respect to such number of shares of Company Common Stock, the “Stock Election”), and (D) the particular shares for which such holder desires to make any such election, Stockholders Meeting and the order in which any such election is to apply to any such shares if the election is subject to proration under Section 3.4(b)Election Deadline. (iic) Any holder of a share of Company Common Stock who does not properly make an Election in accordance with the provisions of this Section 3.3 or whose Election is not received by the Exchange Agent prior to the Election Deadline in the manner provided in this Section 3.3, will be deemed to holder’s election shall have made the Mixed Election with respect to each share of Company Common Stock for which a valid Election has not been made or received in accordance with this Section 3.3. (iii) Any Election will be deemed properly made only if the Exchange Agent has shall have received at its designated office, (A) office by 5:00 p.m. (Eastern p.m., New York City time) , on the date of the Company Stockholders Meeting or (B) if the Closing Date is more than 10 Business Days after the date of the Company Stockholders Meeting, the date that is seven two (2) Business Days preceding the Closing Date (in either case, the “Election Deadline”), an a Form of Election Form duly properly completed and validly executed signed and accompanied by (i) Certificates representing the shares of Company Common Stock to which such Form of Election Form relates relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or customary affidavits andby an appropriate guarantee of delivery of such Certificates as set forth in such Form of Election from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, if that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Company Book-Entry Shares, any additional documents required by the procedures set forth in the Form of Election. After a Cash Election, a Stock Election Form, the posting by such person of or a bond in such reasonable amount as the Mixed Election Form may direct, as indemnity against any claim that may be is validly made against the Surviving Corporation with respect to any shares of Company Common Stock, no further registration of transfers of such Certificate). shares shall be made on the stock transfer books of the Company, unless and until such Cash Election, Stock Election or Mixed Election is properly revoked. (d) Parent and the Company shall publicly announce the anticipated Election Deadline at least 10 three (3) Business Days prior to the anticipated Closing DateElection Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (ce) After an Any Cash Election, Stock Election is validly made or Mixed Election may be revoked with respect to any share of Company Common Stock, no further registration of transfers of such shares shall be made on the stock transfer books all or a portion of the Company, unless and until such Election is properly revoked in accordance with this Section 3.3(c). Any holder of a share shares of Company Common Stock may, at any time prior to subject thereto by the Election Deadline, change or revoke such holder’s holder who submitted the applicable Form of Election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Election FormDeadline. In addition, all Cash Elections, Stock Elections and Mixed Elections shall automatically be revoked upon the termination of if this Agreement pursuant to is terminated in accordance with Article VIII. If an a Cash Election or Stock Election is revoked, the holder of the Company Common Stock shares as to which such Election election previously applied shall be deemed to have made the treated as Mixed Election with respect to such Company Common Stock unless and until a valid Election in respect of such Company Common Stock is subsequently submitted to the Exchange Agent on or prior to the Election Deadline Consideration Electing Shares in accordance with this Section 3.32.01(c)(i) unless a contrary election is submitted by the holder within the period during which elections are permitted to be made pursuant to Section 2.03(c). Certificates will not be returned to holders, and the holder accounts of holders of Company Book-Entry Shares will not be credited at the Depository Trust Company, unless the holder so requests. (df) The determination of the Exchange Agent (or the joint determination of ParentParent and the Company, in the event that the Exchange Agent declines to make any such determination) shall be conclusive and binding as to whether or not a Mixed Election, a Cash Election or a Elections and Stock Election has Elections shall have been properly made, changed made or revoked pursuant to this Section 3.3 2.03 and as to when Mixed Cash Elections, Cash Stock Elections and Stock Elections, changes and revocations were received by the Exchange Agent. The Exchange Agent (or ParentParent and the Company jointly, in the event that the Exchange Agent declines to make the following computationscomputation) shall also make all computations contemplated by this Section 3.3 and Section 3.42.01(c), and absent manifest error this computation shall be conclusive and binding. The Exchange Agent may, with the written agreement of Parent (subject to the consent of Parentthe Company, which shall not be unreasonably withheld, delayed or conditioned), make any rules as are consistent with this Section 3.3 and Section 3.4 2.03 for the implementation of Mixed Elections, the Cash Elections and Stock Elections provided for in this Agreement as shall be necessary or desirable to effect such elections in accordance with the terms of this Agreementthese Cash Elections and Stock Elections.

Company Election Procedures. (a) Each Person who, on or prior to the Election Deadline, is a record holder of Company Shares, other than Appraisal Shares and Company Shares to be cancelled in accordance with Section 2.1(b), shall be entitled to specify the number of such holder’s Company Shares with respect to which such holder makes a Cash Election, a Stock Election or a Mixed Election in accordance with the terms hereof. (b) Parent shall prepare, prepare and the Company shall file as an exhibit to the Proxy Statementregistration statement on Form S-4 to be filed with the SEC by Parent in connection with the Share Issuance (together with any amendment or supplements thereto, the “Form S-4”) a form of election (the “Election FormForm of Election”) (which in form and substance reasonably acceptable to the Company. The Form of Election shall specify that delivery shall be effected, and risk of loss and title to the any Certificates shall pass, only upon proper delivery of the Form of Election Form and such any Certificates to the Exchange Agent, . The Company shall mail the Form of Election with the proxy statement relating to the adoption and which shall be in such form and shall have such other customary provisions as Parent approval of this Agreement by the Company’s shareholders and the Company may reasonably agree) and, as soon as reasonably practicable following the later approval of the effectiveness Share Issuance by Parent’s stockholders (together with any amendment or supplements thereto, the “Joint Proxy Statement”) to all Persons who are record holders of the Registration Statement or Company Shares as of the record date for the Company Stockholders Meeting (the “Record Date”), the Company shall mail to each registered holder of shares of Company Common Stock as of the Record Date (including each holder of shares of Company Restricted Stock, Company Outperformance RSUs and Company Options, but excluding any Cancelled Shares and Converted Shares), the Election Form with the Proxy Statement (the “Election Form Mailing Date”)Shareholder Meeting. The Form of Election Form shall be used by each registered record holder of shares of Company Common Stock Shares (or, in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to make a Mixed Cash Election, a Cash Stock Election or a Stock Mixed Election. In the event that a holder fails to make a Cash Election, as applicablea Stock Election or a Mixed Election with respect to any Company Shares held or beneficially owned by such holder by the Election Deadline, then such holder shall be deemed to have made a Mixed Election with respect to those Company Shares (each such Company Share, a “Non-Electing Company Share”). The Company shall use its reasonable best efforts to make the Form of Election Form available to all persons Persons who become registered record holders of Company Common Stock Shares during the period between the Record Date record date for the Company Shareholder Meeting and the Election Deadline. (bc) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of a share of Company Common Stock (including each holder of shares of Company Restricted Stock, Company Outperformance RSUs and Company Options, but excluding any Cancelled Shares and Converted Shares), subject to limitations set forth in this Section 3.3(b), to submit a Mixed Election, a Cash Election or a Stock Election, as applicable (each an “Election”) in accordance with the following procedures: (i) Each holder of a share of Company Common Stock may specify in a request made in accordance with the provisions of this Section 3.3(b) (A) the number of Any such holder’s shares of Company Common Stock with respect to which such holder elects to receive the Mixed Election Consideration (such Election with respect to such number of shares of Company Common Stock, the “Mixed Election”), (B) the number of such holder’s shares of Company Common Stock with respect to which such holder elects to receive the Cash Election Consideration (such Election with respect to such number of shares of Company Common Stock, the “Cash Election”), (C) the number of such holder’s shares of Company Common Stock with respect to which such holder elects to receive the Stock Election Consideration (such Election with respect to such number of shares of Company Common Stock, the “Stock Election”), and (D) the particular shares for which such holder desires to make any such election, and the order in which any such election is to apply to any such shares if the election is subject to proration under Section 3.4(b). (ii) Any holder of a share of Company Common Stock who does not properly make an Election in accordance with the provisions of this Section 3.3 or whose Election is not received by the Exchange Agent prior to the Election Deadline in the manner provided in this Section 3.3, will be deemed to shall have made the Mixed Election with respect to each share of Company Common Stock for which a valid Election has not been made or received in accordance with this Section 3.3. (iii) Any Election will be deemed properly made only if the Exchange Agent has shall have received at its designated office, (A) office by 5:00 p.m. (Eastern p.m., New York City, New York time) , on the date of the Company Stockholders Meeting or (B) if the Closing Date is more than 10 Business Days after the date of the Company Stockholders Meeting, the date that is seven ten (10) Business Days preceding the Closing Date (in either case, the “Election Deadline”), an a Form of Election Form duly properly completed and validly executed signed and accompanied by (i) Certificates representing the shares of Company Common Stock Shares represented by Certificates to which such Form of Election Form relates relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or customary affidavits andby an appropriate guarantee of delivery of such Certificates as set forth in such Form of Election from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Company Book-Entry Shares, if any documents required by the procedures set forth in the Form of Election. After a Cash Election, a Stock Election Form, the posting by such person of or a bond in such reasonable amount as the Mixed Election Form may direct, as indemnity against any claim that may be is validly made against the Surviving Corporation with respect to any Company Shares, no further registration of transfers of such Certificate). Company Shares shall be made on the stock transfer books of the Company, unless and until such Cash Election, Stock Election or Mixed Election is properly revoked. (d) Parent and the Company shall publicly announce the anticipated Election Deadline at least 10 three (3) Business Days prior to the anticipated Closing DateElection Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall shall, as promptly as reasonably practicable, announce any such delay and, when determined, the rescheduled Election Deadline. (ce) After an Any Cash Election, Stock Election is validly made or Mixed Election may be revoked with respect to any share of Company Common Stock, no further registration of transfers of such shares shall be made on the stock transfer books all or a portion of the Company, unless and until such Election is properly revoked in accordance with this Section 3.3(c). Any Company Shares subject thereto by the holder who submitted the applicable Form of a share of Company Common Stock may, at any time prior to the Election Deadline, change or revoke such holder’s Election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Election FormDeadline. In addition, all Cash Elections, Stock Elections and Mixed Elections shall automatically be revoked upon the termination of if this Agreement pursuant to is terminated in accordance with Article VIIIVII. If an a Cash Election or Stock Election is revoked, the holder of the Company Common Stock Shares as to which such Election election previously applied shall be deemed to have made the treated as Mixed Election with respect to such Company Common Stock unless and until a valid Election in respect of such Company Common Stock is subsequently submitted to the Exchange Agent on or prior to the Election Deadline Consideration Electing Shares in accordance with this Section 3.3. Certificates will not be returned to 2.1(c)(i) unless a contrary election is submitted by the holder unless within the holder so requestsperiod during which elections are permitted to be made pursuant to Section 2.3(c). (df) The determination of the Exchange Agent (or the joint determination of ParentParent and the Company, in the event that the Exchange Agent declines to make any such determination) shall be conclusive and binding as to whether or not a Mixed Election, a Cash Election or a Elections and Stock Election has Elections shall have been properly made, changed made or revoked pursuant to this Section 3.3 2.3 and as to when Mixed Cash Elections, Cash Stock Elections and Stock Elections, changes and revocations were received by the Exchange Agent. The Exchange Agent (or ParentParent and the Company jointly, in the event that the Exchange Agent declines to make the following computationscomputation) shall also make all computations contemplated by this Section 3.3 and Section 3.42.1(c), and absent manifest error this computation shall be conclusive and binding. The Exchange Agent may, with the written agreement of Parent (subject to the consent of Parentthe Company, which shall not be unreasonably withheld, delayed or conditioned), make any rules as are consistent with this Section 3.3 and Section 3.4 2.3 for the implementation of Mixed Elections, the Cash Elections and Stock Elections provided for in this Agreement as shall be necessary or desirable to effect such elections in accordance with the terms of this Agreementthese Cash Elections and Stock Elections.

Company Election Procedures. (a) Each Company stockholder shall be entitled to make a Cash Election or Stock Election with respect to each share of Company Common Stock held by such stockholder (other than Cancelled Shares, any unvested shares issued any under a Company Restricted Stock Award and any Dissenting Shares). For the avoidance of doubt, any Company stockholder that does not make a Cash Election or Stock Election will receive the Base Consideration. (b) Parent shall prepare, prepare and the Company shall file as an exhibit to the Proxy Statement, Form S-4 a form of election (the “"Form of Election") in form and substance reasonably acceptable to the Company. The Form of Election Form”) (which shall specify that delivery shall be effectedmade, and risk of loss and title to the any Certificates shall pass, pass only upon proper delivery of the Form of Election Form and such Certificates to any Certificates. Parent shall direct the Exchange Agent, and which shall be in such form and shall have such other customary provisions as Parent and Agent to mail the Company may reasonably agree) and, as soon as reasonably practicable following Form of Election with the later of the effectiveness of the Registration Statement or the Proxy Statement/Prospectus to all persons who are record date for the Company Stockholders Meeting (the “Record Date”), the Company shall mail to each registered holder holders of shares of Company Common Stock as of the Record Date (including each holder of shares of record date for the Company Restricted Stock, Company Outperformance RSUs and Company Options, but excluding any Cancelled Shares and Converted Shares), the Election Form with the Proxy Statement (the “Election Form Mailing Date”)Stockholders' Meeting. The Form of Election Form shall be used by each registered record holder of shares of Company Common Stock (or, in the case of nominee record holders, the beneficial owner through proper instructions and documentation) having the right to make an election under Section 2.4(a) to specify the number of shares of Company Common Stock, if any, held by such stockholder with respect to which such stockholder desires to make a Mixed Election, a Cash Election or and the number of such shares, if any, with respect to which such stockholder desires to make a Stock Election, as applicable. The Company Parent shall use its commercially reasonable best efforts to make the Form of Election Form available to all persons who become registered record holders of shares of Company Common Stock during the period between the Record Date record date for the Company Stockholders' Meeting and the Election Deadline. (b) Each Election Form shall permit Deadline who have the holder (or the beneficial owner through appropriate and customary documentation and instructions) of a share of Company Common Stock (including each holder of shares of Company Restricted Stock, Company Outperformance RSUs and Company Options, but excluding any Cancelled Shares and Converted Shares), subject to limitations set forth in this Section 3.3(b), to submit a Mixed Election, a Cash Election or a Stock Election, as applicable (each an “Election”) in accordance with the following procedures: (i) Each holder of a share of Company Common Stock may specify in a request made in accordance with the provisions of this Section 3.3(b) (A) the number of such holder’s shares of Company Common Stock with respect to which such holder elects to receive the Mixed Election Consideration (such Election with respect to such number of shares of Company Common Stock, the “Mixed Election”), (B) the number of such holder’s shares of Company Common Stock with respect to which such holder elects to receive the Cash Election Consideration (such Election with respect to such number of shares of Company Common Stock, the “Cash Election”), (C) the number of such holder’s shares of Company Common Stock with respect to which such holder elects to receive the Stock Election Consideration (such Election with respect to such number of shares of Company Common Stock, the “Stock Election”), and (D) the particular shares for which such holder desires right to make any such election, and the order in which any such an election is pursuant to apply to any such shares if the election is subject to proration under Section 3.4(b2.4(a). (iic) Any holder of a share of Company Common Stock who does not properly make an Election in accordance with the provisions of this Section 3.3 or whose Election is not received by the Exchange Agent prior to the Election Deadline in the manner provided in this Section 3.3, will be deemed to holder's election shall have made the Mixed Election with respect to each share of Company Common Stock for which a valid Election has not been made or received in accordance with this Section 3.3. (iii) Any Election will be deemed properly made only if the Exchange Agent has shall have received the election at its designated office, (A) office by 5:00 p.m. (Eastern p.m., New York City time) , on the date of the Company Stockholders Meeting or (B) if the Closing Date is more than 10 Business Days after the date of the Company Stockholders Meeting, the date that is seven one Business Days Day immediately preceding the Closing Date Company Stockholders' Meeting (in either case, or such other date as may be mutually agreed by Parent and the “Company) (the "Election Deadline”"), an a Form of Election Form duly properly completed and validly executed signed and accompanied by (i) Certificates representing the shares of Company Common Stock to which such Form of Election Form relates relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or customary affidavits andby an appropriate guarantee of delivery of such Certificates as set forth in such Form of Election from a firm that is an "eligible guarantor institution" (as defined in Rule 17Ad-15 under the Exchange Act); provided, if that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Company Book-Entry Shares, any additional documents required by the procedures set forth in the Form of Election. After a Cash Election Form, the posting by such person of or a bond in such reasonable amount as the Stock Election Form may direct, as indemnity against any claim that may be is validly made against the Surviving Corporation with respect to any shares of Company Common Stock, no Company stockholder may trade, sell or otherwise transfer such Certificate). shares and no further registration of transfers of such shares shall be made on the stock transfer books of the Company, unless and until such Cash Election or Stock Election is properly revoked. (d) Parent and the Company shall use their respective commercially reasonable efforts to publicly announce the anticipated Election Deadline at least 10 five Business Days prior to the anticipated Closing DateElection Deadline. If the Closing Date Company Stockholder Meeting is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall use their respective commercially reasonable efforts to promptly announce any such delay and, when determined, the rescheduled Election Deadline. (ce) After an Any Cash Election is validly made or Stock Election may be revoked with respect to any share of Company Common Stock, no further registration of transfers of such shares shall be made on the stock transfer books all of the Company, unless and until such Election is properly revoked in accordance with this Section 3.3(c). Any holder of a share shares of Company Common Stock may, at any time prior to subject thereto by the Election Deadline, change or revoke such holder’s holder who submitted the applicable Form of Election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Election FormDeadline. In addition, all Cash Elections and Stock Elections shall automatically be revoked upon the termination of if this Agreement pursuant to is terminated in accordance with Article VIIIVII. If an a Cash Election or Stock Election is revoked and the Closing occurs, the shares as to which such election previously applied shall automatically receive the Base Consideration in accordance with Section 2.1(a)(iii) unless a contrary election is properly made and submitted by the holder prior to the Election Deadline. If a Cash Election or Stock Election is revoked, Certificates will be returned to holders, and the holder accounts of holders of Book-Entry Shares will be credited at the Depository Trust Company Common Stock or equivalent, except to which such Election previously applied shall be deemed to have the extent a subsequent election is made the Mixed Election with respect to such Company Common Stock unless and until a valid Election in respect any or all of such Company Common Stock is subsequently submitted to the Exchange Agent on Certificates or prior to the Election Deadline in accordance with this Section 3.3. Certificates will not be returned to the holder unless the holder so requestsBook-Entry Shares. (df) The good faith determination of the Exchange Agent (or the joint determination of ParentParent and the Company, in the event that the Exchange Agent declines to make any such determination) shall be conclusive and binding as to whether or not a Mixed Election, a Cash Election or a Elections and Stock Election has Elections shall have been properly made, changed made or revoked pursuant to this Section 3.3 2.4 and as to when Mixed Cash Elections, Cash Stock Elections and Stock Elections, changes and revocations were received by the Exchange Agent. The Exchange Agent (or Parent, shall have reasonable discretion to disregard immaterial defects in the event that Forms of Election. Parent and the Exchange Agent declines to make the following computations) Company shall also jointly make all computations contemplated by this Section 3.3 and Section 3.42.1(a)(iii), and absent manifest error this computation shall be conclusive and binding. The Exchange Agent mayParent and the Company shall jointly make, with the written consent of Parentin good faith, make any rules as are consistent with this Section 3.3 and Section 3.4 2.4 for the implementation of Mixed Elections, the Cash Elections and Stock Elections provided for in this Agreement as shall be necessary or desirable to effect such elections in accordance with the terms of this Agreementthese Cash Elections and Stock Elections.

Company Election Procedures. (a) Each Company stockholder shall be entitled to make a Cash Election or Stock Election with respect to each share of Company Common Stock held by such stockholder (other than Cancelled Shares, any unvested shares issued any under a Company Restricted Stock Award and any Dissenting Shares). For the avoidance of doubt, any Company stockholder that does not make a Cash Election or Stock Election will receive the Base Consideration. (b) Parent shall prepare, prepare and the Company shall file as an exhibit to the Proxy Statement, Form S-4 a form of election (the “Election FormForm of Election”) (which in form and substance reasonably acceptable to the Company. The Form of Election shall specify that delivery shall be effectedmade, and risk of loss and title to the any Certificates shall pass, pass only upon proper delivery of the Form of Election Form and such Certificates to any Certificates. Parent shall direct the Exchange Agent, and which shall be in such form and shall have such other customary provisions as Parent and Agent to mail the Company may reasonably agree) and, as soon as reasonably practicable following Form of Election with the later of the effectiveness of the Registration Statement or the Proxy Statement/Prospectus to all persons who are record date for the Company Stockholders Meeting (the “Record Date”), the Company shall mail to each registered holder holders of shares of Company Common Stock as of the Record Date (including each holder of shares of record date for the Company Restricted Stock, Company Outperformance RSUs and Company Options, but excluding any Cancelled Shares and Converted Shares), the Election Form with the Proxy Statement (the “Election Form Mailing Date”)Stockholders’ Meeting. The Form of Election Form shall be used by each registered record holder of shares of Company Common Stock (or, in the case of nominee record holders, the beneficial owner through proper instructions and documentation) having the right to make an election under Section 2.4(a) to specify the number of shares of Company Common Stock, if any, held by such stockholder with respect to which such stockholder desires to make a Mixed Election, a Cash Election or and the number of such shares, if any, with respect to which such stockholder desires to make a Stock Election, as applicable. The Company Parent shall use its commercially reasonable best efforts to make the Form of Election Form available to all persons who become registered record holders of shares of Company Common Stock during the period between the Record Date record date for the Company Stockholders’ Meeting and the Election Deadline. (b) Each Election Form shall permit Deadline who have the holder (or the beneficial owner through appropriate and customary documentation and instructions) of a share of Company Common Stock (including each holder of shares of Company Restricted Stock, Company Outperformance RSUs and Company Options, but excluding any Cancelled Shares and Converted Shares), subject to limitations set forth in this Section 3.3(b), to submit a Mixed Election, a Cash Election or a Stock Election, as applicable (each an “Election”) in accordance with the following procedures: (i) Each holder of a share of Company Common Stock may specify in a request made in accordance with the provisions of this Section 3.3(b) (A) the number of such holder’s shares of Company Common Stock with respect to which such holder elects to receive the Mixed Election Consideration (such Election with respect to such number of shares of Company Common Stock, the “Mixed Election”), (B) the number of such holder’s shares of Company Common Stock with respect to which such holder elects to receive the Cash Election Consideration (such Election with respect to such number of shares of Company Common Stock, the “Cash Election”), (C) the number of such holder’s shares of Company Common Stock with respect to which such holder elects to receive the Stock Election Consideration (such Election with respect to such number of shares of Company Common Stock, the “Stock Election”), and (D) the particular shares for which such holder desires right to make any such election, and the order in which any such an election is pursuant to apply to any such shares if the election is subject to proration under Section 3.4(b2.4(a). (iic) Any holder of a share of Company Common Stock who does not properly make an Election in accordance with the provisions of this Section 3.3 or whose Election is not received by the Exchange Agent prior to the Election Deadline in the manner provided in this Section 3.3, will be deemed to holder’s election shall have made the Mixed Election with respect to each share of Company Common Stock for which a valid Election has not been made or received in accordance with this Section 3.3. (iii) Any Election will be deemed properly made only if the Exchange Agent has shall have received the election at its designated office, (A) office by 5:00 p.m. (Eastern p.m., New York City time) , on the date of the Company Stockholders Meeting or (B) if the Closing Date is more than 10 Business Days after the date of the Company Stockholders Meeting, the date that is seven one Business Days Day immediately preceding the Closing Date Company Stockholders’ Meeting (in either case, or such other date as may be mutually agreed by Parent and the Company) (the “Election Deadline”), an a Form of Election Form duly properly completed and validly executed signed and accompanied by (i) Certificates representing the shares of Company Common Stock to which such Form of Election Form relates relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or customary affidavits andby an appropriate guarantee of delivery of such Certificates as set forth in such Form of Election from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, if that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Company Book-Entry Shares, any additional documents required by the procedures set forth in the Form of Election. After a Cash Election Form, the posting by such person of or a bond in such reasonable amount as the Stock Election Form may direct, as indemnity against any claim that may be is validly made against the Surviving Corporation with respect to any shares of Company Common Stock, no Company stockholder may trade, sell or otherwise transfer such Certificate). shares and no further registration of transfers of such shares shall be made on the stock transfer books of the Company, unless and until such Cash Election or Stock Election is properly revoked. (d) Parent and the Company shall use their respective commercially reasonable efforts to publicly announce the anticipated Election Deadline at least 10 five Business Days prior to the anticipated Closing DateElection Deadline. If the Closing Date Company Stockholder Meeting is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall use their respective commercially reasonable efforts to promptly announce any such delay and, when determined, the rescheduled Election Deadline. (ce) After an Any Cash Election is validly made or Stock Election may be revoked with respect to any share of Company Common Stock, no further registration of transfers of such shares shall be made on the stock transfer books all of the Company, unless and until such Election is properly revoked in accordance with this Section 3.3(c). Any holder of a share shares of Company Common Stock may, at any time prior to subject thereto by the Election Deadline, change or revoke such holder’s holder who submitted the applicable Form of Election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Election FormDeadline. In addition, all Cash Elections and Stock Elections shall automatically be revoked upon the termination of if this Agreement pursuant to is terminated in accordance with Article VIIIVII. If an a Cash Election or Stock Election is revoked and the Closing occurs, the shares as to which such election previously applied shall automatically receive the Base Consideration in accordance with Section 2.1(a)(iii) unless a contrary election is properly made and submitted by the holder prior to the Election Deadline. If a Cash Election or Stock Election is revoked, Certificates will be returned to holders, and the holder accounts of holders of Book-Entry Shares will be credited at the Depository Trust Company Common Stock or equivalent, except to which such Election previously applied shall be deemed to have the extent a subsequent election is made the Mixed Election with respect to such Company Common Stock unless and until a valid Election in respect any or all of such Company Common Stock is subsequently submitted to the Exchange Agent on Certificates or prior to the Election Deadline in accordance with this Section 3.3. Certificates will not be returned to the holder unless the holder so requestsBook-Entry Shares. (df) The good faith determination of the Exchange Agent (or the joint determination of ParentParent and the Company, in the event that the Exchange Agent declines to make any such determination) shall be conclusive and binding as to whether or not a Mixed Election, a Cash Election or a Elections and Stock Election has Elections shall have been properly made, changed made or revoked pursuant to this Section 3.3 2.4 and as to when Mixed Cash Elections, Cash Stock Elections and Stock Elections, changes and revocations were received by the Exchange Agent. The Exchange Agent (or Parent, shall have reasonable discretion to disregard immaterial defects in the event that Forms of Election. Parent and the Exchange Agent declines to make the following computations) Company shall also jointly make all computations contemplated by this Section 3.3 and Section 3.42.1(a)(iii), and absent manifest error this computation shall be conclusive and binding. The Exchange Agent mayParent and the Company shall jointly make, with the written consent of Parentin good faith, make any rules as are consistent with this Section 3.3 and Section 3.4 2.4 for the implementation of Mixed Elections, the Cash Elections and Stock Elections provided for in this Agreement as shall be necessary or desirable to effect such elections in accordance with the terms of this Agreementthese Cash Elections and Stock Elections.

Company Election Procedures. (a) Each Person who, on or prior to the Election Deadline, is a record holder of Company Shares (which shall include, for purposes of this Section 2.03 and as contemplated by Section 2.04(b), any holder of Private Warrants who shall exercise such Private Warrants for Company Shares), other than Dissenting Shares and Company Shares to be cancelled in accordance with Section 2.01(b), shall be entitled to specify the number of such holder’s Company Shares with respect to which such holder makes a Cash Election, a Share & CVR Election or a Mixed Election in accordance with the terms hereof. (b) Parent shall prepare, prepare and the Company shall file as an exhibit to the Proxy registration statement on Form S-4 pursuant to which each of the Parent Shares, CVRs, Merger Consideration Preference Shares, Merger Consideration Warrants and Upside Rights issued as the Merger Share Consideration will be registered under the Securities Act (the “Registration Statement, ”) a form of election (the “Election FormForm of Election”) (which in form and substance reasonably acceptable to the Company. The Form of Election shall specify that delivery shall be effected, and risk of loss and title to the any Certificates shall pass, only upon proper delivery of the Form of Election Form and such any Certificates to the Exchange Paying Agent, and which . The Company shall be in such form and shall have such other customary provisions as Parent and mail the Form of Election with the proxy statement relating to the Company may reasonably agreeShareholders Meeting (such proxy statement, together with the proxy statement relating to the Parent Shareholders Meeting, in each case as amended or supplemented from time to time, the “Joint Proxy Statement”) and, to all Persons who are record holders of Company Shares as soon as reasonably practicable following the later of the effectiveness of the Registration Statement or the record date for the Company Stockholders Meeting (the “Record Date”), the Company shall mail to each registered holder of shares of Company Common Stock as of the Record Date (including each holder of shares of Company Restricted Stock, Company Outperformance RSUs and Company Options, but excluding any Cancelled Shares and Converted Shares), the Election Form with the Proxy Statement (the “Election Form Mailing Date”)Shareholders Meeting. The Form of Election Form shall be used by each registered record holder of shares of Company Common Stock Shares (or, in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to make a Mixed Cash Election, a Cash Share & CVR Election or a Stock Mixed Election. In the event that a holder fails to make a Cash Election, as applicablea Share & CVR Election or a Mixed Election with respect to any Company Shares held or beneficially owned by such holder by the Election Deadline, then such holder shall be deemed to have made a Share & CVR Election with respect to those Company Shares (each such Company Share, a “Non-Electing Company Share”). The Company shall use its reasonable best efforts to make the Form of Election Form available to all persons Persons who become registered record holders of Company Common Stock Shares during the period between the Record Date record date for the Company Shareholder Meeting and the Election Deadline. (bc) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of a share of Company Common Stock (including each holder of shares of Company Restricted Stock, Company Outperformance RSUs and Company Options, but excluding any Cancelled Shares and Converted Shares), subject to limitations set forth in this Section 3.3(b), to submit a Mixed Election, a Cash Election or a Stock Election, as applicable (each an “Election”) in accordance with the following procedures: (i) Each holder of a share of Company Common Stock may specify in a request made in accordance with the provisions of this Section 3.3(b) (A) the number of Any such holder’s shares of Company Common Stock with respect to which such holder elects to receive the Mixed Election Consideration (such Election with respect to such number of shares of Company Common Stock, the “Mixed Election”), (B) the number of such holder’s shares of Company Common Stock with respect to which such holder elects to receive the Cash Election Consideration (such Election with respect to such number of shares of Company Common Stock, the “Cash Election”), (C) the number of such holder’s shares of Company Common Stock with respect to which such holder elects to receive the Stock Election Consideration (such Election with respect to such number of shares of Company Common Stock, the “Stock Election”), and (D) the particular shares for which such holder desires to make any such election, and the order in which any such election is to apply to any such shares if the election is subject to proration under Section 3.4(b). (ii) Any holder of a share of Company Common Stock who does not properly make an Election in accordance with the provisions of this Section 3.3 or whose Election is not received by the Exchange Agent prior to the Election Deadline in the manner provided in this Section 3.3, will be deemed to shall have made the Mixed Election with respect to each share of Company Common Stock for which a valid Election has not been made or received in accordance with this Section 3.3. (iii) Any Election will be deemed properly made only if the Exchange Paying Agent has shall have received at its designated office, (A) office by 5:00 p.m. (Eastern p.m., Bermuda time) , on the date of the Company Stockholders Meeting or (B) if the Closing Date is more than 10 Business Days after the date of the Company Stockholders Meeting, the date that is seven ten (10) Business Days preceding the Closing Date (in either case, the “Election Deadline”), an a Form of Election Form duly properly completed and validly executed signed and accompanied by (i) Certificates representing the shares of Company Common Stock Shares represented by Certificates to which such Form of Election Form relates relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or customary affidavits andby an appropriate guarantee of delivery of such Certificates as set forth in such Form of Election from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act)) provided that such Certificates are in fact delivered to the Paying Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, if any documents required by the procedures set forth in the Form of Election. After a Cash Election, a Share & CVR Election Form, the posting by such person of or a bond in such reasonable amount as the Mixed Election Form may direct, as indemnity against any claim that may be is validly made against the Surviving Corporation with respect to any Company Shares, no further registration of transfers of such Certificate). Company Shares shall be made on the stock transfer books of the Company, unless and until such Cash Election, Share & CVR Election or Mixed Election is properly revoked. (d) Parent and the Company shall publicly announce the anticipated Election Deadline at least 10 three (3) Business Days prior to the anticipated Closing DateElection Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall shall, as promptly as reasonably practicable, announce any such delay and, when determined, the rescheduled Election Deadline. (ce) After an Any Cash Election, Share & CVR Election is validly made or Mixed Election may be revoked with respect to any share of Company Common Stock, no further registration of transfers of such shares shall be made on the stock transfer books all or a portion of the Company, unless and until such Election is properly revoked in accordance with this Section 3.3(c). Any Company Shares subject thereto by the holder who submitted the applicable Form of a share of Company Common Stock may, at any time prior to the Election Deadline, change or revoke such holder’s Election by written notice received by the Exchange Paying Agent prior to the Election Deadline accompanied by a properly completed Deadline. All Cash Elections, Share & CVR Elections and signed revised Election Form. In addition, all Mixed Elections shall automatically be revoked upon the termination of if this Agreement pursuant to is terminated in accordance with Article VIIIVII. If an a Cash Election or Mixed Election is revoked, the holder of the Company Common Stock Shares as to which such Election election previously applied shall be deemed to have made treated as Share & CVR Electing Shares in accordance with Section 2.01(c)(i)(B) unless a contrary election is submitted by the Mixed Election with respect to such Company Common Stock unless and until a valid Election in respect of such Company Common Stock is subsequently submitted to the Exchange Agent on or holder prior to the Election Deadline in accordance with this Section 3.3Deadline. Certificates will not be returned to the holder holders unless the holder so requests. (df) The determination of the Exchange Paying Agent (or the joint determination of ParentParent and the Company, in the event that the Exchange Paying Agent declines to make any such determination) shall be conclusive and binding as to whether or not a Cash Elections, Share & CVR Elections or Mixed Election, a Cash Election or a Stock Election has Elections shall have been properly made, changed made or revoked pursuant to this Section 3.3 2.03 and as to when Mixed Cash Elections, Cash Elections and Stock Share & CVR Elections, changes Mixed Elections and revocations were received by the Exchange Paying Agent. The Exchange Paying Agent (or ParentParent and the Company jointly, in the event that the Exchange Paying Agent declines to make the following computationscomputation) shall also make all computations contemplated by this Section 3.3 and Section 3.42.01(c), and absent manifest error this error, such computation shall be conclusive and binding. The Exchange Paying Agent may, with the written agreement of Parent (subject to the consent of Parentthe Company, not to be unreasonably withheld, conditioned or delayed), make any rules as are consistent with this Section 3.3 and Section 3.4 2.03 for the implementation of Mixed the Cash Elections, Cash Share & CVR Elections and Stock Mixed Elections provided for in this Agreement as shall be necessary or desirable to effect such elections in accordance with the terms of this Agreementthese Cash Elections, Share & CVR Elections and Mixed Elections.

Company Election Procedures. (a) Parent shall prepareEach person who, and the Company shall file as an exhibit on or prior to the Proxy StatementElection Deadline, is a record holder of Company Shares other than Excluded Company Shares shall be entitled to specify the number of such holder's Company Shares with respect to which such holder makes a Cash Election, a Share Election or a Mixed Election. (b) Holdco shall prepare a form of election (the “"Form of Election") in form and substance reasonably acceptable to Gold and the Company. The Form of Election Form”) (which shall specify that delivery shall be effected, and risk of loss and title to the any Company Certificates shall pass, pass only upon proper delivery of the Form of Election and any Company Certificates in accordance with Section 2.05. The Company shall mail the Form and such Certificates of Election on a date to the Exchange Agent, and which shall be in such form and shall have such other customary provisions as Parent mutually agreed by Gold and the Company may reasonably agreethat is not more than forty-five (45) and, nor less than thirty (30) days prior to the anticipated Closing Date or such other date as soon as reasonably practicable following the later of the effectiveness of the Registration Statement or the record date for the Company Stockholders Meeting (the “Record Date”), Gold and the Company shall mail mutually agree (the "Mailing Date") to each registered holder of shares all persons who are record holders of Company Common Stock Shares as of the Record close of business on the fifth (5th) Business Day prior to the Mailing Date (including each holder of shares of Company Restricted Stock, Company Outperformance RSUs and Company Options, but excluding any Cancelled Shares and Converted Shares), the "Election Form with the Proxy Statement (the “Election Form Mailing Record Date”"). The Form of Election Form shall be used by each registered record holder of shares of Company Common Stock Shares (or, in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to make a Mixed Cash Election, a Cash Share Election or a Stock Mixed Election. In the event that a holder fails to properly make a Cash Election, as applicablea Share Election or a Mixed Election with respect to any shares of Company Common Stock held or beneficially owned by such holder by the Election Deadline, then such holder shall be deemed to have made a Mixed Election with respect to those shares (each such share, other than Excluded Company Shares, a "Non-Electing Company Share"). The Company Holdco shall use its reasonable best efforts to make the Form of Election Form available as may be reasonably requested from time to time by all persons who become registered record holders of Company Common Stock Shares during the period between the Election Form Record Date and the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for Holdco and the Exchange Agent to perform as specified herein. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of a share of Company Common Stock (including each holder of shares of Company Restricted Stock, Company Outperformance RSUs and Company Options, but excluding any Cancelled Shares and Converted Shares), subject to limitations set forth in this Section 3.3(b), to submit a Mixed Election, a Cash Election or a Stock Election, as applicable (each an “Election”) in accordance with the following procedures: (i) Each holder of a share of Company Common Stock may specify in a request made in accordance with the provisions of this Section 3.3(b) (A) the number of such holder’s shares of Company Common Stock with respect to which such holder elects to receive the Mixed Election Consideration (such Election with respect to such number of shares of Company Common Stock, the “Mixed Election”), (B) the number of such holder’s shares of Company Common Stock with respect to which such holder elects to receive the Cash Election Consideration (such Election with respect to such number of shares of Company Common Stock, the “Cash Election”), (C) the number of such holder’s shares of Company Common Stock with respect to which such holder elects to receive the Stock Election Consideration (such Election with respect to such number of shares of Company Common Stock, the “Stock Election”), and (D) the particular shares for which such holder desires to make any such election, and the order in which any such election is to apply to any such shares if the election is subject to proration under Section 3.4(b). (iic) Any holder of a share of Company Common Stock who does not properly make an Election in accordance with the provisions of this Section 3.3 or whose Election is not received by the Exchange Agent prior to the Election Deadline in the manner provided in this Section 3.3, will be deemed to holder's election shall have made the Mixed Election with respect to each share of Company Common Stock for which a valid Election has not been made or received in accordance with this Section 3.3. (iii) Any Election will be deemed properly made only if the Exchange Agent has shall have received at its designated office, (A) office by 5:00 p.m. (Eastern p.m., New York City time) , on the twenty-fifth (25th) day following the Mailing Date (or such other time and date as Gold and the Company may agree) (the "Election Deadline"), a Form of Election properly completed and signed and accompanied by (i) Company Certificates representing the Company Shares to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company Stockholders Meeting (or by an appropriate guarantee of delivery of such Company Certificates as set forth in such Form of Election from a firm that is an "eligible guarantor institution" (as defined in Rule 17Ad-15 under the Exchange Act); provided that such Company Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (Bii) if in the Closing Date is more than 10 Business Days after the date of the Company Stockholders Meeting, the date that is seven Business Days preceding the Closing Date (in either case, the “Election Deadline”), an Election Form duly completed and validly executed and accompanied by Certificates representing the shares case of Company Common Stock to which such Election Form relates (or customary affidavits andBook-Entry Shares, if any additional documents required by the procedures set forth in the Form of Election. After a Cash Election, a Share Election Form, the posting by such person of or a bond in such reasonable amount as the Mixed Election Form may direct, as indemnity against any claim that may be is properly made against the Surviving Corporation with respect to any Company Shares, no further registration of transfers of such Certificate). Parent Company Shares shall be made on the stock transfer books of the Company, unless and until such Cash Election, Share Election or Mixed Election is properly revoked. (d) Gold and the Company shall publicly announce the anticipated Election Deadline at least 10 three (3) Business Days prior to the anticipated Closing DateElection Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent Gold and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (ce) After an Any Cash Election, Share Election is validly made or Mixed Election may be revoked with respect to any share of Company Common Stock, no further registration of transfers of such shares shall be made on the stock transfer books all or a portion of the Company, unless and until such Election is properly revoked in accordance with this Section 3.3(c). Any Company Shares subject thereto by the holder who submitted the applicable Form of a share of Company Common Stock may, at any time prior to the Election Deadline, change or revoke such holder’s Election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Election FormDeadline. In addition, all Cash Elections, Share Elections and Mixed Elections shall automatically be revoked upon the termination of if this Agreement pursuant to is terminated in accordance with Article VIIIVII. If an a Cash Election or Share Election is revoked, the holder of the Company Common Stock shares as to which such Election election previously applied shall be deemed to have treated as Mixed Consideration Electing Company Shares unless a contrary election is properly made the Mixed Election with respect to such Company Common Stock unless and until a valid Election in respect of such Company Common Stock is subsequently submitted to the Exchange Agent on or prior to the Election Deadline in accordance with this Section 3.3. Certificates will not be returned to by the holder unless within the holder so requests. (d) The determination of the Exchange Agent (or the determination of Parent, in the event that the Exchange Agent declines period during which elections are permitted to make any such determination) shall be conclusive and binding as to whether or not a Mixed Election, a Cash Election or a Stock Election has been properly made, changed or revoked made pursuant to this Section 3.3 and as to when Mixed Elections, Cash Elections and Stock Elections, changes and revocations were received by the Exchange Agent. The Exchange Agent (or Parent, in the event that the Exchange Agent declines to make the following computations) shall also make all computations contemplated by this Section 3.3 and Section 3.4, and absent manifest error this computation shall be conclusive and binding. The Exchange Agent may, with the written consent of Parent, make any rules as are consistent with this Section 3.3 and Section 3.4 for the implementation of Mixed Elections, Cash Elections and Stock Elections as shall be necessary or desirable to effect such elections in accordance with the terms of this Agreement.to