Common use of Election and Exchange Procedures Clause in Contracts

Election and Exchange Procedures. Each holder of record of shares of Company Common Stock (other than Dissenting Shares) ("Holder") shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section (herein called an "Election") (x) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and (y) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to the Company (the "Form of Election") which shall be mailed to the Company's stockholders entitled to vote at the Company Stockholders Meeting so as to permit the Company's stockholders to exercise their right to make an Election prior to the Election Deadline (as defined in subsection (d)). (c) Parent shall make the Form of Election initially available at the time that the Proxy Statement (as defined herein) is made available to the stockholders of the Company, to such stockholders, and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. In no event shall the Form of Election be made available less than twenty (20) days prior to the Election Deadline. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be designated by Parent and reasonably acceptable to the Company (the "Exchange Agent"), shall have received, by 5:00 p.m. local time in the city in which the principal office of such Exchange Agent is located, on the date of the Election Deadline, a Form of Election properly completed and signed and accompanied by certificates of the shares of Company Common Stock (the "Company Stock Certificates") to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, "Election Deadline" means 5:00 p.m. on the date that is the day prior to the date of the Company Stockholder Meeting. The Company and Parent shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) business days before, and at least five (5) business days prior to, the Election Deadline.

Election and Exchange Procedures. Each holder of record of shares of Company Common Stock (other than Dissenting Shares) ("Holder") shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Each Holder holder of HVBC Stock may specify in a request made in accordance with the provisions of this Section 2.04 (herein called an "“Election"”) (x) the number of shares of Company Common HVBC Stock owned by such Holder with respect to which such Holder holder of HVBC Stock desires to make a Stock Election and (y) the number of shares of Company Common HVBC Stock owned by such Holder holder of HVBC Stock with respect to which such Holder holder of HVBC Stock desires to make a Cash Election. (b) Parent CZFS shall prepare a form reasonably acceptable to the Company HVBC (the "“Form of Election"”) which shall be mailed to the Company's stockholders HVBC’s shareholders entitled to vote at the Company Stockholders HVBC Meeting so as to permit the Company's stockholders HVBC shareholders to exercise their right to make an Election prior to the Election Deadline (as defined in subsection (d))Deadline. (c) Parent shall make the The Form of Election initially available at the time that the Proxy Statement shall be mailed to each holder of HVBC Stock not more than forty-five (as defined herein45) is made available to the stockholders of the Company, to such stockholders, and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. In no event shall the Form of Election be made available nor less than twenty thirty (2030) calendar days prior to the Election Deadlineanticipated Effective Time or on such date as HVBC and CZFS shall mutually agree (the “Mailing Date”). (d) Any Election shall have been made properly only if the person Person authorized to receive Elections and to act as exchange agent Exchange Agent under this Agreement, which person Person shall be designated by Parent CZFS and reasonably acceptable to the Company HVBC (the "“Exchange Agent"”), pursuant to an agreement entered into prior to Closing shall have received, by 5:00 p.m. local time in the city in which the principal office of such Exchange Agent is located, on the date of that is the twenty-fifth (25th) calendar day following the Mailing Date (the “Election Deadline”), a Form of Election properly completed and signed and accompanied by certificates of the shares of Company Common Certificates representing HVBC Stock (the "Company Stock Certificates") as to which such Form of Election relates is being made or by an appropriate customary guarantee of delivery of such certificatesCertificates, as set forth in such the Form of Election. (e) Any HVBC stockholder may, from at any time prior to the Election Deadline, change or revoke his or her Election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a member properly completed and signed, revised Form of Election. If CZFS, after consultation with the Exchange Agent, shall determine in its reasonable discretion that any registered national securities exchange Election is not properly made with respect to any shares of HVBC Stock, such Election shall be deemed to be not in effect, and the shares of HVBC Stock covered by such Election shall, for purposes hereof, be deemed to be Non-Election Shares, unless a proper Election is thereafter timely made. (f) All Elections shall be revoked automatically if the Exchange Agent is notified in writing by CZFS or HVBC that this Agreement has been terminated in accordance with Article VII. (g) If any portion of the Merger Consideration is to be paid to a commercial bank or trust company Person other than the Person in the United States; providedwhose name a Certificate surrendered pursuant to Section 2.04(i) is registered, it shall be a condition to such payment that such certificates Certificate shall be properly endorsed or otherwise be in proper form for transfer, as applicable, and the Person requesting such payment shall inform the Exchange Agent, pursuant to an agreement entered into prior to Closing, whether any transfer or other similar Taxes are required as a result of such payment to a Person other than the registered holder of such Certificate, or establish to the reasonable satisfaction of the Exchange Agent that such Taxes are not payable. If such transfer or other similar Taxes are payable pursuant to the preceding sentence, then the Exchange Agent shall withhold and deduct from the Merger Consideration (including cash in fact delivered lieu of fractional shares of CZFS Stock) otherwise payable pursuant to this Agreement to the designated Person other than the registered holder such amounts as the Exchange Agent determines is necessary based on the information supplied by the registered holder. The Exchange Agent (or, subsequent to the twelve-month anniversary of the Effective Time, CZFS) shall be entitled to deduct and withhold from the Merger Consideration (including cash in lieu of fractional shares of CZFS Stock) otherwise payable pursuant to this Agreement to any holder of HVBC Stock such amounts as the Exchange Agent or CZFS, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent that any amounts are withheld by the Exchange Agent or CZFS, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of HVBC Stock in respect of whom such deduction and withholding was made by the Exchange Agent or CZFS, as the case may be. (h) At least one (1) business day prior to the Effective Time, CZFS shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of HVBC Stock pursuant to this Article II (i) certificates, or at CZFS’s option, evidence of shares in book-entry form, representing the shares of CZFS Stock, sufficient to pay the aggregate Stock Consideration required pursuant to this Article II, and (ii) an aggregate amount of cash sufficient to pay the Cash Consideration and the estimated amount of cash to be paid in lieu of fractional shares of CZFS Stock, each to be given to the holders of HVBC Stock in exchange for Certificates pursuant to this Article II. Until the twelve (12) month anniversary of the Effective Time, CZFS shall make available on a timely basis or cause to be made available to the Exchange Agent by the time required following: (i) certificates, or at CZFS’s option, evidence of shares in such guarantee of delivery. Failure to deliver book-entry form, representing the shares of Company Common CZFS Stock, sufficient to pay the aggregate Stock covered by Consideration required pursuant to this Article II, and (ii) an aggregate amount of cash sufficient to pay the Cash Consideration and the estimated amount of cash to be paid in lieu of fractional shares of CZFS Stock, each to be given to the holders of HVBC Stock in exchange for Certificates pursuant to this Article II. Upon such a guarantee twelve (12) month anniversary, any such cash or certificates remaining in the possession of delivery within the time set forth on such guarantee Exchange Agent, together with any earnings in respect thereof, shall be deemed delivered to invalidate any otherwise properly made ElectionCZFS. Any holder of Certificates who has not theretofore exchanged his or her Certificates or for the Merger Consideration pursuant to this Article II who has not theretofore submitted a letter of transmittal, unless otherwise determined by Parentif required, in its sole discretionshall thereafter be entitled to look exclusively to CZFS, and only as a general creditor thereof, for the Merger Consideration, as applicable, to which he or she may be entitled upon exchange of such Certificates pursuant to this Article II. As used hereinIf outstanding Certificates are not surrendered, "Election Deadline" means 5:00 p.m. on or the date that payment for the Certificates is the day not claimed prior to the date on which such payment would otherwise escheat to or become the property of any Governmental Authority, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of CZFS (and to the extent not in its possession shall be delivered to it), free and clear of all Liens of any Person previously entitled to such property. Neither the Exchange Agent nor any of the Company Stockholder Meetingparties hereto shall be liable to any holder of HVBC Stock represented by any Certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat or similar laws. The Company CZFS and Parent the Exchange Agent shall cooperate be entitled to issue a press release reasonably satisfactory rely upon the stock transfer books of HVBC to each establish the identity of them announcing those Persons entitled to receive the date of Merger Consideration, which books shall be conclusive with respect thereto. (i) Promptly after the Election Deadline not more Effective Time, but in no event later than fifteen (15) business days before, and at least five (5) business days Business Days thereafter, CZFS shall cause the Exchange Agent to mail or deliver to each Person who did not surrender, or who improperly surrendered, such shareholder’s Certificates to the Exchange Agent and who was, immediately prior toto the Effective Time, a holder of record of HVBC Stock a notice advising such holders of the effectiveness of the Merger, including a form of letter of transmittal in a form reasonably satisfactory to CZFS and HVBC containing instructions for use in effecting the surrender of Certificates in exchange for the Merger Consideration which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon with respect to shares evidenced by Certificates, proper delivery of such Certificates to the Exchange Agent, proper delivery of the Certificates and the transmittal materials, duly, completely and validly executed in accordance with the instructions thereto. Upon surrender to the Exchange Agent of a Certificate for cancellation together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Election Deadlineholder of such Certificate shall promptly be provided in exchange therefor, but in no event later than five (5) Business Days after due surrender, (x) a certificate, or at the election of CZFS, a statement reflecting shares issued in book-entry form, representing the number of whole shares of CZFS Stock that such holder is entitled pursuant to this Article II, and (y) a check in the amount equal to the sum of (A) the cash portion of the Merger Consideration that such holder has the right to receive in respect of such Certificate surrendered pursuant to this Article II, (B) any cash in lieu of fractional shares pursuant to Section 2.04(l) and (C) any dividends or other distributions that such holder is entitled pursuant to Section 2.04(k), and the Certificate so surrendered shall forthwith be canceled. No interest will accrue or be paid with respect to any property to be delivered upon surrender of Certificates. (j) In the event any Certificates shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate(s) to be lost, stolen or destroyed and, if required by CZFS or the Exchange Agent, the posting by such Person of a bond in customary amount as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Certificate(s), CZFS shall cause the Exchange Agent to issue the Merger Consideration deliverable, and any cash, unpaid dividends or other distributions that would be payable or deliverable, in respect of the shares of HVBC Stock represented by such lost, stolen or destroyed Certificates. (k) No dividends or other distributions with respect to CZFS Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of CZFS Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to subsection (f) below, and all such dividends, other distributions and cash in lieu of fractional shares of CZFS Stock shall be paid by CZFS to the Exchange Agent, in each case until the surrender of such Certificate in accordance with subsection (f) below. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such Certificate there shall be paid to the Holder of the whole shares of CZFS Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of CZFS Stock and the amount of any cash payable in lieu of a fractional share of CZFS Stock to which such holder is entitled pursuant to subsection (g), and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of CZFS Stock. CZFS shall make available to the Exchange Agent cash for these purposes, if necessary. (l) Notwithstanding any other provision hereof, no fractional shares of CZFS Stock and no certificates or scrip therefor, or other evidence of ownership thereof, will be issued in the Merger; no dividend or distribution by CZFS shall relate to such fractional share interests; and such fractional share interests will not entitle the owner thereof to vote or to any rights as a stockholder of CZFS. In lieu of any such fractional shares, CZFS shall pay to each holder of a fractional share of CZFS Stock an amount of cash (without interest) determined by multiplying the fractional share interest to which such holder would otherwise be entitled by the average of the daily closing prices during the regular session of CZFS Stock as reported on NASDAQ for the five (5) consecutive trading days ending on the third Business Day immediately prior to the Closing Date, rounded to the nearest whole cent (the “CZFS Measurement Price”). Notwithstanding any other provision contained in this Agreement, funds utilized to acquire fractional shares as aforesaid shall be furnished by CZFS on a timely basis and shall in no event be derived from or diminish the Cash Consideration available for distribution as part of the Merger Consideration.

Election and Exchange Procedures. Each holder (a) Purchaser shall designate The Bank of record New York (or another bank selected by Purchaser and reasonably acceptable to Company) as agent (the "Exchange Agent") for purposes of shares conducting the election procedure and the exchange procedure as described in this Section 1.10. Company shall promptly provide or cause to be provided to the Exchange Agent all information reasonably necessary for the Exchange Agent to perform its obligations as specified herein. (b) Company shall include with the Proxy Statement/Prospectus sent to the Company Stockholders an election form for use by the Company Stockholders in making the election described below as to the form of consideration to be received for their Company Common Stock (the "Election Form") and other appropriate and customary transmittal materials for use by the Company Stockholders in transmitting the certificates representing Company Common Stock to the Exchange Agent, which shall specify that delivery shall be effected and risk of loss of Company Common Stock (other than Dissenting Shares) ("Holder") certificates shall have the rightpass, subject only upon proper delivery of such certificates to the limitations set forth Exchange Agent (the "Letter of Transmittal). The Election Form and the Letter of Transmittal shall be in this Article II, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section (herein called an "Election") (x) the number of shares of Company Common Stock owned such form and substance as designated by such Holder with respect to which such Holder desires to make a Stock Election Purchaser and (y) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to Company. Purchaser shall thereafter make available one or more copies of the Company (Election Form and the "Form Letter of Election") which shall Transmittal as may be mailed to the Company's stockholders entitled to vote at the reasonably requested by Persons who become Company Stockholders after the record date for the Special Meeting so as to permit the Company's stockholders to exercise their right to make an Election prior to the Election Deadline (as defined in subsection (d)). (c) Parent shall make the Form of Election initially available at the time that the Proxy Statement (as defined herein) is made available to the stockholders of the Company, to such stockholders, and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. In no event The Election Form shall the Form of Election be made available less than twenty permit each Company Stockholder (20or beneficial owner through appropriate and customary documentation and instructions) days prior to the Election Deadline. (d) Any Election shall have been made properly only if the person authorized elect to receive Elections and either (i) Purchaser Common Stock with respect to act as exchange agent under this Agreement, which person shall be designated by Parent and reasonably acceptable to the Company (the "Exchange Agent"), shall have received, by 5:00 p.m. local time in the city in which the principal office all of such Exchange Agent is located, on the date of the Election Deadline, a Form of Election properly completed and signed and accompanied by certificates of the holder's shares of Company Common Stock Stock, (the "Company Stock Certificates"ii) cash with respect to which such Form of Election relates or by an appropriate customary guarantee of delivery all of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver holder's shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, "Election Deadline" means 5:00 p.m. on the date that is the day prior to the date of the Company Stockholder Meeting. The Company and Parent shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) business days before, and at least five (5) business days prior to, the Election Deadline.

Election and Exchange Procedures. Each (a) Parent shall designate an exchange agent reasonably satisfactory to the Company to act as agent (the “Exchange Agent”) for purposes of conducting the election procedure and the exchange procedure as described in Sections 3.02 and 3.03. No later than 15 days prior to the anticipated Effective Time or on such earlier date as Parent and Company may mutually agree (the “Mailing Date”), Parent shall cause the Exchange Agent to mail or make available to each holder of record as of five (5) Business Days prior to the Mailing Date of a Certificate or Certificates representing issued and outstanding shares of Company Common Stock (other than Dissenting Sharesi) a notice and letter of transmittal ("Holder") which shall have the right, subject specify that delivery shall be effected and risk of loss and title to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section (herein called an "Election") (x) the number of certificates theretofore representing shares of Company Common Stock owned by shall pass only upon proper delivery of such Holder certificates to the Exchange Agent) advising such holder of the procedure for surrendering to the Exchange Agent such Certificate or Certificates in exchange for the consideration set forth in Section 3.01(c) hereof deliverable in respect thereof pursuant to this Agreement and (ii) an election form in such form as Parent and Company shall mutually agree (“Election Form”). Each Election Form shall permit the holder (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) (i) to elect to receive Parent Common Stock with respect to which such Holder desires to make a Stock Election and (y) the designated number of shares of such holder’s Company Common Stock owned by such Holder (the “Stock Election Shares”), (ii) to elect to receive cash with respect to which the designated number of such Holder desires to make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to the holder’s Company Common Stock (the "Form of Election"“Cash Election Shares”), or (iii) which shall be mailed to the Company's stockholders entitled to vote at the Company Stockholders Meeting so as to permit the Company's stockholders to exercise their right to make an Election prior to the Election Deadline (as defined in subsection (d)). (c) Parent shall make the Form of Election initially available at the time indicate that the Proxy Statement (as defined herein) is made available to the stockholders of the Company, such holder makes no such election with respect to such stockholders, and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. In no event shall the Form of Election be made available less than twenty (20) days prior to the Election Deadline. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be designated by Parent and reasonably acceptable to the Company (the "Exchange Agent"), shall have received, by 5:00 p.m. local time in the city in which the principal office of such Exchange Agent is located, on the date of the Election Deadline, a Form of Election properly completed and signed and accompanied by certificates of the holder’s shares of Company Common Stock (the "“No-Election Shares”). A holder of Company Common Stock Certificates") may elect to which such Form receive a combination of Parent Common Stock and cash with respect to his shares of Company Common Stock. Nominee record holders who hold Company Common Stock on behalf of multiple beneficial owners shall indicate how many of the shares held by them are Stock Election relates or by an appropriate customary guarantee of delivery of such certificatesShares, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of deliveryCash Election Shares and No-Election Shares. Failure to deliver Any shares of Company Common Stock covered with respect to which the holder thereof shall not, as of the Election Deadline (as defined below), have made such an election by such a guarantee submission to the Exchange Agent of delivery within the time set forth on such guarantee an effective, properly completed Election Form shall be deemed to invalidate be No-Election Shares. For purposes of the allocation procedures set forth in Section 3.02, any otherwise properly made Election, unless otherwise determined by Parent, Dissenting Shares shall be deemed Cash Election Shares and with respect to such shares the holders thereof shall in its sole discretion. As used herein, "no event receive consideration comprised of Parent Common Stock. (b) The term “Election Deadline" means ” shall mean 5:00 p.m. p.m., Eastern Time, on the date that is the day prior to 15th Business Day following but not including the date of the Company Stockholder Meeting. The Company and Parent shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date mailing of the Election Deadline not more than fifteen (15) business days before, Form or such other date as Parent and at least five (5) business days prior to, the Election DeadlineCompany shall mutually agree upon.

Election and Exchange Procedures. Each holder of record of shares of Company Common Stock (other than shares of Company Common Stock owned directly by Company or Purchaser (other than Trust Account Common Shares or DPC Common Shares) and for Dissenting Shares) whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.4 and any cash in lieu of fractional shares of Purchaser Common Stock ("“Holder"”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.3 (herein called an "“Election"”) (x) the number of whole shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and (y) the number of whole shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (b) Parent Purchaser shall prepare a form reasonably acceptable to the Company (the "“Form of Election"”) which shall be mailed to the Company's ’s stockholders entitled to vote at the Company Stockholders Shareholder Meeting so as to permit the Company's ’s stockholders to exercise their right to make an Election prior to the Election Deadline (as defined in subsection (d))Deadline. (c) Parent Purchaser shall make the Form of Election initially available at the time that the Proxy Statement (as defined herein) is made available to the stockholders of the Company, to such stockholders, and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. In no event shall the Form of Election be made available less than twenty (20) days prior to the Election Deadline. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be designated by Parent and reasonably acceptable to the Company (the "Exchange Agent"), Agent shall have received, by 5:00 p.m. local time in the city in which the principal office of such Exchange Agent is located, on the date of the Election Deadline, a Form of Election properly completed and signed and accompanied by certificates of the shares of Company Common Stock (the "Company Stock Certificates") or evidence of shares in Book Entry to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by ParentPurchaser, in its sole discretion. As used herein, "“Election Deadline" ” means 5:00 p.m. on the date that is the day prior to the date of the Company Stockholder Meeting. The Company and Parent Purchaser shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) business days before, and at least five (5) business days prior to, the Election Deadline.

Election and Exchange Procedures. Each holder of record of shares of Company Common Stock Shares (other than Company Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser and Dissenting Shares) ), whose Company Common Shares were converted into the right to receive the Merger Consideration pursuant to Section 1.4 at the Effective Time and any cash in lieu of fractional Purchaser Common Shares ("each, a “Holder"”) shall have the right, subject to the limitations set forth in this Article II, to submit an election exchange those Company Common Shares for Merger Consideration in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.3 (herein called an "“Election"”) (xi) the number of shares of whole Company Common Stock Shares owned by such Holder with respect to which such Holder desires to make a Stock Election Election, and (yii) the number of shares of whole Company Common Stock Shares owned by such Holder with respect to which such Holder desires to make a Cash Election. (b) Parent . Purchaser shall prepare a form reasonably acceptable to the Company (the "“Form of Election"”) which shall be mailed to the Company's stockholders ’s shareholders entitled to vote at the Company Stockholders Shareholders’ Meeting so as to permit the Company's stockholders ’s shareholders to exercise their right to make an Election prior to the Election Deadline Deadline. (b) Purchaser shall prepare a letter of transmittal in such form as defined is reasonably acceptable to Company and as shall be prescribed by the Exchange Agent Agreement (the “Letter of Transmittal”), which shall accompany the Form of Election and specify that delivery shall be effected, and risk of loss and title to Certificate(s) or evidence of Book-Entry Shares shall pass, only upon delivery of Certificate(s) or evidence of Book-Entry Shares (or affidavits of loss in subsection (d))lieu of such Certificates) to the Exchange Agent, and which shall be mailed to Company’s shareholders entitled to vote at the Company Shareholders’ Meeting so as to permit Company’s shareholders to exchange their Company Common Shares for the Merger Consideration. (c) Parent Purchaser shall make the Form of Election initially available and Letter of Transmittal to Company shareholders at the time that the Proxy Statement (as defined herein) is made available to the stockholders of the Company, to such stockholders, Company shareholders and shall use all reasonable efforts to make available as promptly as possible a Form of Election and Letter of Transmittal to any stockholder shareholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and Letters of Transmittal and prior to the Election DeadlineEffective Time. In no event shall the Form Forms of Election and Letters of Transmittal be made available less than twenty (20) 20 days prior to the Election DeadlineCompany Shareholders’ Meeting. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be designated by Parent and reasonably acceptable to the Company (the "Exchange Agent"), Agent shall have received, by 5:00 p.m. local time in the city in which the principal office of such Exchange Agent is located, on the date of the Election Deadline, a Form of Election and Letter of Transmittal properly completed and signed and accompanied by certificates Certificates (or affidavits of the shares loss in lieu of Company Common Stock (the "Company Stock such Certificates") or evidence of Book-Entry Shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificatesCertificates or evidence of Book-Entry Shares, as set forth in such Form of ElectionElection and Letter of Transmittal, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such certificates Certificates or evidence of Book-Entry Shares are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Common Stock Shares covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by ParentPurchaser, in its sole discretion. As used herein, "“Election Deadline" ” means 5:00 p.m. on the date that is the day prior to the date of the Company Stockholder Shareholders’ Meeting. The , as may be extended by agreement of Company and Parent Purchaser. Company and Purchaser shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) 15 business days before, before and at least five (5) business days prior to, to the Election Deadline.

Election and Exchange Procedures. Each holder of record of shares of Company Target Common Stock (other than Dissenting Dissenters’ Shares) ("“Holder"”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.2 (herein called an "“Election"”) (x) the number of shares of Company Target Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and (y) the number of shares of Company Target Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (b) Parent WAL shall prepare a form reasonably acceptable to the Company Target (the "“Form of Election"”) which shall be mailed to the Company's Target’s stockholders entitled to vote at the Company Stockholders Special Meeting so as to permit the Company's Target stockholders to exercise their right to make an Election prior to the Election Deadline (as defined in subsection (d))Deadline. (c) Parent Target shall make the Form of Election initially available at the time that the Proxy Statement (as defined herein) is Materials are made available to the stockholders of the CompanyTarget, to such stockholders, and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company Target who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. In no event shall the Form of Election be made initially available less than twenty (20) days prior to the Election Deadline. (d) Any Election shall have been made properly only if the person Person authorized to receive Elections and to act as exchange agent Exchange Agent under this Agreement, which person Person shall be designated by Parent WAL and reasonably acceptable to the Company Target (the "“Exchange Agent"”), pursuant to an agreement entered into prior to Closing shall have received, by 5:00 p.m. local time in the city in which the principal office of such Exchange Agent is located, on the date of the Election Deadline, a Form of Election properly completed and signed and accompanied by certificates of the shares of Company Target Common Stock (the "Company “Target Stock Certificates"”) to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, provided that such certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Target Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by ParentWAL, in its sole discretion. As used herein, "“Election Deadline" ” means 5:00 p.m. on the date that is the day prior to the date of the Company Stockholder Special Meeting. The Company and Parent shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) business days before, and at least five (5) business days prior to, the Election Deadline.

Election and Exchange Procedures. Each (i) As soon as reasonably practicable after the Effective Time and in any event within five business days of the Closing Date, Parent and the Surviving Company shall cause the Exchange Agent to mail to each holder of record of shares of Company BRE Common Stock whose shares were converted pursuant to Section 2.1(a)(ii) into the right to receive the Merger Consideration a letter of transmittal, form of election, and other customary transmittal materials (collectively, the "Letter of Transmittal") which shall (A) specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the parties may reasonably agree upon prior to the Effective Time), (B) provide instructions for each record holder (or in the case of nominee record holders, the beneficial owner, through proper instructions and documentation) of any share of BRE Common Stock as of the date of the action by written consent of the majority of the BRE stockholders to approve the Merger (the "BRE Record Date") (other than Dissenting Shares) ("Holder") shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section (herein called an "Election") (x) the number of such holder's shares of Company BRE Common Stock owned by such Holder with respect to which such Holder desires to make holder makes a Stock Cash Election and (y) and/or the number of such holder's shares of Company BRE Common Stock owned by such Holder with respect to which such Holder desires holder makes a Stock Election, and (C) provide instructions for use in effecting the surrender of Certificates or Book-Entry Shares in exchange for the Merger Consideration, the Fractional Share Cash Amount and any dividends or other distributions to make a Cash Election. (b) which such holder of Certificates or Book-Entry Shares becomes entitled in accordance with Section 2.2(d). Parent shall prepare a form mail, or cause to be mailed, reasonably acceptable to the Company (the "Form of Election") which shall be mailed to the Company's stockholders entitled to vote at the Company Stockholders Meeting so as to permit the Company's stockholders to exercise their right to make an Election prior to the Election Deadline (as defined in subsection (d)). (c) Parent shall make the Form of Election initially available at the time that the Proxy Statement (as defined herein) is made available to the stockholders of the Company, to such stockholders, and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. In no event shall the Form of Election be made available less than twenty (20) days prior to the Election Deadline. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be designated by Parent and reasonably acceptable to the Company (the "Exchange Agent"), shall have received, by 5:00 p.m. local time in the city in which the principal office of such Exchange Agent is located, on the date advance of the Election Deadline, the Letter of Transmittal to all Persons who are holders of shares of BRE Common Stock as of the BRE Record Date. Parent shall use commercially reasonable efforts to make, or cause to be made, the Letter of Transmittal available to all Persons who become holders of record (or beneficial owners) of shares of BRE Common Stock during the period between the BRE Record Date and the close of business on the last business day immediately preceding the Election Deadline. As used in this Agreement, "Election Deadline" means 5:00 p.m., Eastern time, on the date that is five (5) business days immediately preceding the Effective Time (or on such other date as the Parties mutually agree). (ii) Any such election shall have been properly made only if the Exchange Agent shall have received at its designated office, by the Election Deadline, a Form Letter of Election Transmittal properly completed and signed and accompanied by certificates of Certificates representing the shares of Company BRE Common Stock (the "Company Stock Certificates") to which such Form Letter of Election Transmittal relates (or customary affidavits and indemnifications regarding the loss or destruction of such Certificates or by an appropriate customary guarantee of delivery of such certificates, Certificates as set forth in such Form Letter of Election, Transmittal from a member of any registered national securities exchange or a commercial bank or trust company firm that is an "eligible guarantor institution" (as defined in Rule 17Ad-15 under the United StatesExchange Act); provided, that such certificates Certificates are in fact delivered to the Exchange Agent by the time required set forth in such guarantee of delivery). Failure to deliver Holders of record of shares of Company BRE Common Stock covered who hold such shares as nominees, trustees or in other representative capacities may submit multiple Letters of Transmittal; provided that each such Letter of Transmittal covers all of the shares of BRE Common Stock held by each such nominee, trustee or representative for a guarantee particular beneficial owner. Any share of delivery within the time set forth on such guarantee BRE Common Stock (other than Dissenting Shares) with respect to which a proper Cash Election or Stock Election has not been made as aforesaid shall be deemed to invalidate any otherwise be a Non-Electing BRE Share. After a Cash Election or a Stock Election is properly made Electionwith respect to any share of BRE Common Stock, no further registration of transfers of such share shall be made on the stock transfer books of BRE, unless otherwise determined by Parent, in its sole discretion. As used herein, "and until such Cash Election Deadline" means 5:00 p.m. on or Stock Election is properly revoked. (iii) Parent and BRE shall publicly announce the date that is the day prior to the date of the Company Stockholder Meeting. The Company and Parent shall cooperate to issue a press release reasonably satisfactory to each of them announcing the anticipated date of the Election Deadline not more than fifteen (15) business days before, and at least five (5) 5 business days prior toto 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 BRE shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (iv) Any Cash Election or Stock Election may be revoked or changed with respect to all or any portion of the shares of BRE Common Stock subject thereto (but only in whole share amounts) by the holder who submitted the applicable Letter of Transmittal by such holder submitting to the Exchange Agent a written notice of such revocation or change and such written notice is actually received by the Exchange Agent at or prior to the Election Deadline. In addition, all Cash Elections and Stock Elections shall automatically be revoked if this Agreement is terminated in accordance with ARTICLE VII. If a Cash Election or Stock Election is properly and timely revoked or changed with respect to any shares of BRE Common Stock, the Certificate or Certificates relating to such revoked or changed Letter of Transmittal shall be promptly returned to the holder or representative that submitted the same to the Exchange Agent, except to the extent (if any) a subsequent Cash Election and/or Stock Election is properly made with respect to any or all of the shares of BRE Common Stock represented by such Certificate or Certificates. (v) The good faith determination of the Exchange Agent (or the joint determination of Parent and BRE, in the event that the Exchange Agent declines to make any such determination) shall be conclusive and binding as to whether or not Cash Elections and Stock Elections shall have been properly made, revoked or changed pursuant to this Section 2.2 and as to when Cash Elections, Stock Elections, revocations and changes were received by the Exchange Agent. The Exchange Agent shall have reasonable discretion to disregard immaterial defects in the Letters of Transmittal. Neither the Exchange Agent, Parent nor BRE shall be under any obligation to notify any Person of any defect in a Letter of Transmittal. The Exchange Agent (or Parent and BRE jointly, in the event that the Exchange Agent declines to make the following computations) shall also make all computations as to the proration contemplated by Section 2.2(vi), and absent manifest error such computations shall be conclusive and binding on Parent, BRE and all holders of BRE Common Stock. The Exchange Agent may, with the written agreement of Parent and the consent of BRE (such consent not to be unreasonably withheld, conditioned or delayed), make any rules that are consistent with this Section 2.2 for the implementation of the Cash Elections and Stock Elections provided for in this Agreement and shall be necessary or desirable to effect the Cash Elections and Stock Elections.

Election and Exchange Procedures. Each holder of record of shares -------------------------------- of Company the Acquired Corporation Common Stock (other than Dissenting Shares) ("Holder") shall have the right, subject to the limitations set forth in this Article II3, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.6 (herein called an "Election") (x) the number of shares of Company Acquired Corporation Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and (y) the number of shares of Company Acquired Corporation Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (b) Parent BancGroup shall prepare a form reasonably acceptable to the Company Acquired Corporation (the "Form of Election") which shall be mailed to the CompanyAcquired Corporation's stockholders entitled to vote at the Company meeting of the stockholders of the Acquired Corporation at which the stockholders of the Acquired Corporation consider and vote on this Agreement (the "Acquired Corporation Stockholders Meeting Meeting") so as to permit the CompanyAcquired Corporation's stockholders to exercise their right to make an Election prior to the Election Deadline (as defined in subsection (d))Deadline. (c) Parent BancGroup shall make the Form of Election initially available at the time that the Proxy Statement (as defined herein) is made available to the stockholders of the CompanyAcquired Corporation, to such stockholders, and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company Acquired Corporation who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. In no event shall the Form of Election be made available less than twenty (20) days prior to the Election Deadline. (d) Any Election shall have been made properly only if the person Person authorized to receive the Elections and to act as exchange agent Exchange Agent under this Agreement, which person Person shall be designated by Parent BancGroup and not reasonably acceptable objected to by the Company Acquired Corporation (the "Exchange Agent"), pursuant to an agreement entered into prior to Closing and not reasonably objected to by the Acquired Corporation, shall have received, by 5:00 p.m. local time in the city in which the principal office of such Exchange Agent is located, on the date of the Election Deadline, a Form of Election properly completed and signed and accompanied by certificates of the shares of Company Acquired Corporation Common Stock (the "Company Stock Certificates") to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, Election from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Acquired Corporation Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by ParentBancGroup, in its sole discretion. As used herein, "Election Deadline" means 5:00 p.m. on the date that is the day prior to the date of the Company Acquired Corporation Stockholder Meeting. The Company Acquired Corporation and Parent BancGroup shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) business days before, before and at least five (5) business days Business Days prior to, the Election Deadline.

Election and Exchange Procedures. Each holder of record of shares of Company Common Stock Shares (other than Company Common Shares owned directly by Company or Purchaser (other than Trust Account Shares or DPC Shares) and Dissenting Shares) ), whose Company Common Shares were converted into the right to receive the Merger Consideration pursuant to Section 1.4 at the Effective Time and any cash in lieu of fractional Purchaser Common Shares ("“Holder"”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.3 (herein called an "“Election"”) (x) the number of shares of whole Company Common Stock Shares owned by such Holder with respect to which such Holder desires to make a Stock Election and (y) the number of shares of whole Company Common Stock Shares owned by such Holder with respect to which such Holder desires to make a Cash Election. . Table of Contents (b) Parent Purchaser shall prepare a form reasonably acceptable to the Company (the "“Form of Election"”) which shall be mailed to the Company's stockholders ’s shareholders entitled to vote at the Company Stockholders Shareholders’ Meeting so as to permit the Company's stockholders ’s shareholders to exercise their right to make an Election prior to the Election Deadline (as defined in subsection (d))Deadline. (c) Parent Purchaser shall make the Form of Election initially available at the time that the Proxy Statement (as defined herein) is made available to the stockholders shareholders of the Company, to such stockholdersshareholders, and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder shareholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. In no event shall the Form of Election be made available less than twenty (20) days prior to the Election Deadline. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be designated by Parent and reasonably acceptable to the Company (the "Exchange Agent"), Agent shall have received, by 5:00 p.m. local time in the city in which the principal office of such Exchange Agent is located, on the date of the Election Deadline, a Form of Election properly completed and signed and accompanied by certificates Certificates (or affidavits of the shares loss in lieu of Company Common Stock (the "Company Stock such Certificates") or evidence of Book-Entry Shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificatesCertificates or evidence of Book-Entry Shares, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such certificates Certificates or evidence of Book-Entry Shares are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Common Stock Shares covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by ParentPurchaser, in its sole discretion. As used herein, "“Election Deadline" ” means 5:00 p.m. on the date that is the day prior to the date of Company Shareholders’ Meeting, as may be extended by agreement of the Company Stockholder Meetingand Purchaser. The Company and Parent Purchaser shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) business days before, and at least five (5) business days prior to, the Election Deadline.

Election and Exchange Procedures. Each holder of record of shares of Company Common Stock (other than Dissenting Shares) ("HolderHOLDER") shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.4 (herein called an "Election") (x) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and (y) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to the Company (the "Form of ElectionFORM OF ELECTION") which shall be mailed to the Company's stockholders entitled to vote at the meeting of the stockholders of the Company Stockholders Meeting at which the stockholders of the Company consider and vote on this Agreement (the "COMPANY STOCKHOLDERS MEETING") so as to permit the Company's stockholders to exercise their right to make an Election prior to the Election Deadline (as defined in subsection (d))Deadline. (c) Parent shall make the Form of Election initially available at the time that the Proxy Statement (as defined herein) is made available to the stockholders of the Company, to such stockholders, and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. In no event shall the Form of Election be made available less than twenty (20) days prior to the Election Deadline. (d) Any Election shall have been made properly only if the person Person (as defined under Section 8.3) authorized to receive Elections and to act as exchange agent Exchange Agent under this Agreement, which person Person shall be designated by Parent and not reasonably acceptable objected to by the Company (the "Exchange AgentEXCHANGE AGENT"), pursuant to an agreement entered into prior to Closing and not reasonably objected to by the Company, shall have received, by 5:00 p.m. local time in the city in which the principal office of such Exchange Agent is located, on the date of the Election Deadline, a Form of Election properly completed and signed and accompanied by certificates of the shares of Company Common Stock (the "Company Stock CertificatesCOMPANY STOCK CERTIFICATES") to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, "Election DeadlineELECTION DEADLINE" means 5:00 p.m. on the date that is the day prior to the date of the Company Stockholder Meeting. The Company and Parent shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) business days before, and at least five (5) business days prior to, the Election Deadline.

Election and Exchange Procedures. (a) Each holder of record of shares of Company Peninsula Common Stock (other than Dissenting Sharesshares of Peninsula Common Stock owned directly by Peninsula or Mackinac) whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.7 and any cash in lieu of fractional shares of Mackinac Common Stock ("each a “Holder"”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (ab) Each Holder may specify in a request made in accordance with the provisions of this Section 2.3 (herein called an "“Election"”) (x) the number of whole shares of Company Peninsula Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and (y) the number of whole shares of Company Peninsula Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (bc) Parent Mackinac shall prepare a form reasonably acceptable to the Company Peninsula (the "“Form of Election"”) which shall be mailed to the Company's stockholders Peninsula’s shareholders entitled to vote at the Company Stockholders Peninsula Shareholders’ Meeting so as to permit the Company's stockholders Peninsula’s shareholders to exercise their right to make an Election prior to the Election Deadline (as defined in subsection (d))Deadline. (cd) Parent Mackinac shall make the Form of Election initially available at the time that the Proxy Statement (as defined herein) is made available to the stockholders shareholders of the CompanyPeninsula, to such stockholdersshareholders, and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder shareholder of the Company Peninsula who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. In no event shall the Form of Election be made available less than twenty (20) days prior to the Election Deadline. (de) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be designated by Parent and reasonably acceptable to the Company (the "Exchange Agent"), Agent shall have received, by 5:00 p.m. local time in the city in which the principal office of such Exchange Agent is located, on the date of the Election Deadline, a Form of Election properly completed and signed and accompanied by certificates of the shares of Company Peninsula Common Stock (the "Company Stock “Certificates"”) to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificatesCertificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such certificates Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Peninsula Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by ParentMackinac, in its sole discretion. As used herein, "“Election Deadline" ” means 5:00 p.m. Eastern Time on the date that is the day prior to the date of the Company Stockholder Peninsula Shareholders’ Meeting. The Company Peninsula and Parent Mackinac shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) business days before, and at least five (5) business days prior to, the Election Deadline.

Election and Exchange Procedures. Each holder of record of shares of Company Common Stock Shares (other than Company Common Shares owned directly by Company or Purchaser (other than Trust Account Shares or DPC Shares) and Dissenting Shares) ), whose Company Common Shares were converted into the right to receive the Merger Consideration pursuant to Section 1.4 at the Effective Time and any cash in lieu of fractional Purchaser Common Shares ("“Holder"”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.3 (herein called an "“Election"”) (x) the number of shares of whole Company Common Stock Shares owned by such Holder with respect to which such Holder desires to make a Stock Election and (y) the number of shares of whole Company Common Stock Shares owned by such Holder with respect to which such Holder desires to make a Cash Election. (b) Parent Purchaser shall prepare a form reasonably acceptable to the Company (the "“Form of Election"”) which shall be mailed to the Company's stockholders ’s shareholders entitled to vote at the Company Stockholders Shareholders’ Meeting so as to permit the Company's stockholders ’s shareholders to exercise their right to make an Election prior to the Election Deadline (as defined in subsection (d))Deadline. (c) Parent Purchaser shall make the Form of Election initially available at the time that the Proxy Statement (as defined herein) is made available to the stockholders shareholders of the Company, to such stockholdersshareholders, and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder shareholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. In no event shall the Form of Election be made available less than twenty (20) days prior to the Election Deadline. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be designated by Parent and reasonably acceptable to the Company (the "Exchange Agent"), Agent shall have received, by 5:00 p.m. local time in the city in which the principal office of such Exchange Agent is located, on the date of the Election Deadline, a Form of Election properly completed and signed and accompanied by certificates Certificates or evidence of the shares of Company Common Stock (the "Company Stock Certificates") Book-Entry Shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificatesCertificates or evidence of Book-Entry Shares, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such certificates Certificates or evidence of Book-Entry Shares are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Common Stock Shares covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by ParentPurchaser, in its sole discretion. As used herein, "“Election Deadline" ” means 5:00 p.m. on the date that is the day prior to the date of Company Shareholders’ Meeting, as may be extended by agreement of the Company Stockholder Meetingand Purchaser. The Company and Parent Purchaser shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) business days before, and at least five (5) business days prior to, the Election Deadline.

Election and Exchange Procedures. Each As soon as practicable after the date of this Agreement, the Company shall, or Acquiror shall cause the Exchange Agent to, mail or make available to each holder of record of shares a certificate or certificates representing issued and outstanding Company Common Shares and each holder of Options or Warrants (i) the Information Statement, (ii) a notice and letter of transmittal (which shall specify that delivery shall be effected and risk of loss and title to the certificates theretofore representing Company Common Shares or Warrants shall pass only upon proper delivery of such certificates or Warrants to the Exchange Agent) advising such holder of the Merger and the procedure for surrendering to the Exchange Agent such certificates or Warrants, if applicable, in exchange for the consideration set forth in Sections 2.1(b) and (c) hereof; (iii) an election form in the form attached hereto as Exhibit B (“Election Form”) and (iv) a holder representation form in the form attached hereto as Exhibit C (“Holder Representation Form”) whereby each such holder will represent and agree, among other things, as to such holder’s ownership of the Company Common Shares, In the Money Options or Warrants free of Liens, will indicate, in the case of Company Common Shares or Warrants, whether such holder is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act (“Regulation D”), and will acknowledge, in the case of Company Common Shares or Warrants, the restrictions imposed upon the transfer of any Acquiror Stock (other than Dissenting Shares) ("Holder") shall have the right, subject received by such holder pursuant to the limitations set forth in this Article II, as described in Sections 2.8(a) and 5.11. Each Election Form shall permit the holder (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) of Company Common Shares or Warrants (A) to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section (herein called an "Election") (x) elect the number of shares of such holder’s Company Common Stock owned by such Holder Shares or Warrants (or portion thereof) with respect to which such Holder desires wishes to make a receive Acquiror Stock (the “Stock Election and Shares”), (yB) to elect the number of shares of such holder’s Company Common Stock owned by such Holder Shares or Warrants (or portion thereof) with respect to which such Holder desires wishes to make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to the Company receive cash (the "Form “Cash Election Shares”), or (C) to indicate that such holder makes no such elections with respect to such holder’s Company Common Shares or Warrants (or portion thereof) (the “No-Election Shares”). Nominee record holders who hold Company Common Shares or Warrants on behalf of Election") which multiple beneficial owners shall be mailed to the Company's stockholders entitled to vote at the Company Stockholders Meeting so as to permit the Company's stockholders to exercise their right to make an Election prior to the Election Deadline (as defined in subsection (d)). (c) Parent shall make the Form of Election initially available at the time that the Proxy Statement (as defined herein) is made available to the stockholders indicate how many of the Companyshares or Warrants (or portion thereof) held by them are Stock Election Shares, Cash Election Shares and No-Election Shares. Any Company Common Shares or Warrants with respect to such stockholderswhich the holder thereof shall not, and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder 5:00 p.m., Eastern Time, on the tenth (10th) Business Day following but not including the date of the Company who requests such Form of Election following the initial mailing of the Election Form or such other date as Acquiror and the Company shall mutually agree upon (the “Election Deadline”), have made such an election by submission to the Exchange Agent of an effective, properly completed Election Form shall be deemed to be No-Election Shares. Notwithstanding anything in this Agreement to the contrary: (X) if Acquiror does not reasonably believe, with respect to any holder of Company Common Shares or Warrants that has not submitted an effective, properly completed Election Form and Holder Representation Form, that such holder is an “accredited investor” within the meaning of Regulation D, all Company Common Shares, including Company Common Shares underlying Warrants (determined on a net exercise basis), actually or beneficially owned by such holder shall be deemed to be Cash Election Shares (“Non-Determinable Shares”); (Y) to the extent that, upon making the allocations made pursuant to Section 2.6(d), the number of holders of Company Common Shares or Warrants who (i) are to receive Acquiror Stock pursuant to such allocations and (ii) either indicate on Holder Representation Forms that such holders are not “accredited investors” within the meaning of Regulation D, or do not indicate whether they are “accredited investors” and who Acquiror does not reasonably believe are “accredited investors” within the meaning of Regulation D (collectively, the “Non-Accredited Investors”) would exceed thirty-five (35), then any Company Common Shares, including Company Common Shares underlying Warrants (determined on a net exercise basis), actually or beneficially owned by any such Non-Accredited Investors (collectively, the “Non-Accredited Shares”) shall be deemed Cash Election Shares and (Z) any Dissenting Shares, for purposes of making the allocations described in Section 2.6(d), shall be deemed Cash Election Shares. In the absence of an effective, properly completed Election Form and Holder Representation Form from any holder of Company Common Shares or Warrants, the Company will use its reasonable best efforts to obtain information reasonably sufficient to permit Acquiror to determine whether it reasonably believes that such holder is an “accredited investor” within the meaning of Regulation D. Any election to receive Acquiror Stock or cash shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form will be properly completed only if accompanied by certificates representing all shares of Company Common Shares, if applicable, covered thereby and Warrants, if applicable, covered thereby, subject in each case to the provisions of Section 2.6(g), and a completed Holder Representation Form. Any Election Form may be revoked or changed by the person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice is actually received by the Exchange Agent prior to the Election Deadline. In no event The Exchange Agent shall have reasonable discretion, after consultation with the Form Company and Acquiror, to determine when any election, modification or revocation is received and whether any such election, modification or revocation has been properly made and to interpret the provisions of this Article II. If this Agreement is terminated and abandoned prior to the Closing Date, the Exchange Agent shall return promptly to each of the Company’s stockholders the certificates representing Company Common Shares and the Warrants it has received from such stockholder and shall return promptly to the Company the funds received pursuant to Section 5.23. Any Holder of Company Common Shares or Warrants who returns a properly completed Election be made available less than twenty (20) days Form, Holder Representation Form, Old Certificates with respect to such Company Common Shares, if applicable, and Warrants, if applicable, prior to the Election Deadline. (d) Any Election shall have been made properly only if Deadline as well as each holder of In the person authorized Money Options will be paid the Merger Consideration with respect to receive Elections and to act as exchange agent under this Agreement, which person shall be designated by Parent and reasonably acceptable to the Company (the "Exchange Agent"), shall have received, by 5:00 p.m. local time in the city in which the principal office of such Exchange Agent is located, on the date of the Election Deadline, a Form of Election properly completed and signed and accompanied by certificates of the shares of Company Common Stock (Shares, In the "Company Stock Certificates") to which such Form of Election relates Money Options or by an appropriate customary guarantee of delivery of such certificates, Warrants as set forth in such Form of Election, from a member of any registered national securities exchange soon as practicable at or a commercial bank or trust company in immediately after the United States; provided, that such certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, "Election Deadline" means 5:00 p.m. on the date that is the day prior to the date of the Company Stockholder Meeting. The Company and Parent shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) business days before, and at least five (5) business days prior to, the Election DeadlineEffective Time.

Election and Exchange Procedures. Each holder of record of shares of Company Common Stock (other than Dissenting Shares) ("HolderHOLDER") shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.4 (herein called an "ElectionELECTION") (x) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and (y) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to the Company (the "Form of ElectionFORM OF ELECTION") which shall be mailed to the Company's stockholders shareholders entitled to vote at the meeting of the shareholders of the Company Stockholders Meeting at which the shareholders of the Company consider and vote on this Agreement (the "COMPANY SHAREHOLDERS MEETING") so as to permit the Company's stockholders shareholders to exercise their right to make an Election prior to the Election Deadline (as defined in subsection (d))Deadline. (c) Parent shall make the Form of Election initially available at the time that the Proxy Statement (as defined herein) is made available to the stockholders shareholders of the Company, to such stockholdersshareholders, and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder shareholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. In no event shall the Form of Election be made available less than twenty (20) days prior to the Election Deadline. (d) Any Election shall have been made properly only if the person Person (as defined under Section 8.3) authorized to receive Elections and to act as exchange agent under this Agreement, which person Person shall be designated by Parent and reasonably acceptable to the Company (the "Exchange AgentEXCHANGE AGENT"), pursuant to an agreement (the "EXCHANGE AGENT AGREEMENT") entered into prior to Closing and reasonably acceptable to the Company, shall have received, by 5:00 p.m. local time in the city in which the principal office of such Exchange Agent is located, on the date of the Election Deadline, a Form of Election properly completed and signed and accompanied by certificates of the shares of Company Common Stock (the "Company Stock CertificatesCOMPANY STOCK CERTIFICATES") to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, "Election DeadlineELECTION DEADLINE" means 5:00 p.m. on the date that is the day prior to the date of the Company Stockholder Shareholder Meeting. The Company and Parent shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) business days before, and at least five (5) business days prior to, the Election Deadline.

Election and Exchange Procedures. Each (a) Concurrently with the mailing of the Proxy Statement to the shareholders of AFI (which date shall be referred to as the “Mailing Date”), Bancorp and AFI shall mail an election form (the “Election Form”) to each holder of record of a certificate or certificates which represent shares of Company AFI Common Stock as of the record date for the Shareholders’ Meeting (other than Dissenting Shares) ("Holder") shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section (herein called an "Election") (x) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and (y) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election“Record Date”). (b) Parent shall prepare a form reasonably acceptable Subject to the Company limitations contained in this Section 3.1, each Election Form shall permit the holder (or in the case of nominee record holders, the beneficial owner through appropriate and customary documentation and instructions) to elect to receive, with respect to each share of such holder’s AFI Common Stock (i) Cash Consideration (subject to proration), (ii) Stock Consideration (subject to proration), or (iii) Mixed Consideration, or to indicate that such holder makes no election (such shares thereby designated as Non-Election Shares). Any shares of AFI Common Stock with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to Bancorp, an effective, properly completed Election Form on or before 5:00 p.m., on the day of the Shareholders’ Meeting (the "“Shareholder Meeting Date”) (or such other time and date as Bancorp and AFI may mutually agree) (the “Election Deadline”) shall also be deemed to be Non-Election Shares. Any such election shall have been properly made only if Bancorp or AFI shall have actually received a properly completed Election Form of Election") which shall by the Election Deadline. Any Election Form may be mailed to revoked or changed by the Company's stockholders entitled to vote person submitting such Election Form at the Company Stockholders Meeting so as to permit the Company's stockholders to exercise their right to make an Election or prior to the Election Deadline (as defined in subsection (d)). (c) Parent shall make by written notice to Bancorp, which notice must be received by the Form of Election initially available Bancorp at the time that the Proxy Statement (as defined herein) is made available to the stockholders of the Company, to such stockholders, and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and or prior to the Election Deadline. In no the event shall the an Election Form of Election be made available less than twenty (20) days is revoked prior to the Election Deadline. (d) Any , the shares of AFI Common Stock represented by such Election Form shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be designated by Parent and reasonably acceptable become Non-Election Shares. Subject to the Company (the "Exchange Agent"), shall have received, by 5:00 p.m. local time in the city in which the principal office terms of such Exchange Agent is located, on the date this Agreement and of the Election DeadlineForm, a Form Bancorp shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decision of Election properly completed Bancorp regarding such matters shall be binding and signed and accompanied by certificates of the shares of Company Common Stock (the "Company Stock Certificates") conclusive. Bancorp shall be under no obligation to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member notify any Person of any registered national securities exchange or a commercial bank or trust company defect in the United States; provided, that such certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of deliveryan Election Form. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, "Election Deadline" means 5:00 p.m. on the date that is the day prior to the date of the Company Stockholder Meeting. The Company and Parent shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) business days before, and at least Within five (5) business days prior to, after the Election Deadline, Bancorp or the exchange agent selected by Bancorp (the “Exchange Agent”) shall allocate among holders of AFI Common Stock the right to receive, with respect to each such share, Cash Consideration and/or Stock Consideration in the Merger in accordance with the terms of ARTICLE 2. (c) Bancorp and AFI shall cause the Exchange Agent to mail within five (5) business days after the Effective Time (which date shall be referred to as the “Transmittal Date”), to each holder of record of a certificate or certificates which represented shares of AFI Common Stock immediately prior to the Effective Time (the “Certificates”) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent) containing instructions for use in effecting the surrender of the AFI stock certificates. The Certificate or Certificates of AFI Common Stock so delivered shall be duly endorsed as the Exchange Agent may require. (d) Upon surrender of a Certificate for exchange and cancellation to Bancorp, together with a properly completed letter of transmittal, duly executed, the holder of such Certificate shall be entitled to promptly receive in exchange therefor (x) a certificate representing that number of whole shares of Bancorp Common Stock, if any, to which such holder of AFI Common Stock shall have become entitled pursuant to the provisions of ARTICLE 2 hereof, and (y) a check representing the amount of cash, if any, which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of ARTICLE 2 and the Certificate so surrendered shall forthwith be canceled. (e) In the event of a transfer of ownership of shares of AFI Common Stock represented by Certificates that are not registered in the transfer records of AFI, the consideration provided in ARTICLE 2 may be issued to a transferee if the Certificates representing such shares are delivered to the Exchange Agent, accompanied by all documents required to evidence such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid. If any Certificate shall have been lost, stolen, mislaid or destroyed, upon receipt of (i) an affidavit of that fact from the holder claiming such Certificate to be lost, mislaid, stolen or destroyed, (ii) such bond, security or indemnity as Bancorp and the Exchange Agent may reasonably require and (iii) any other documents necessary to evidence and effect the bona fide exchange thereof, the Exchange Agent shall issue to such holder the consideration into which the shares represented by such lost, stolen, mislaid or destroyed Certificate shall have been converted. The Exchange Agent may establish such other reasonable and customary rules and procedures in connection with its duties as it may deem appropriate. After the Effective Time, each holder of shares of AFI Common Stock (other than shares to be canceled pursuant to Section 2.2 or as to which statutory dissenters’ rights have been perfected as provided in Section 2.3) issued and outstanding at the Effective Time shall surrender the Certificate or Certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided pursuant to ARTICLE 2, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 3.2. To the extent required by Section 2.4, each holder of shares of AFI Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the Certificate or Certificates, cash in lieu of any fractional share of Bancorp Common Stock to which such holder may be otherwise entitled (without interest). Bancorp shall not be obligated to deliver the consideration to which any former holder of AFI Common Stock is entitled as a result of the Mergers until such holder surrenders such holder’s Certificate or Certificates for exchange as provided in this Section 3.1. Any other provision of this Agreement notwithstanding, neither Bancorp nor the Exchange Agent shall be liable to a holder of AFI Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar Law. Adoption of this Agreement by the shareholders of AFI shall constitute ratification of the appointment of the Exchange Agent.

Election and Exchange Procedures. Each holder of record of shares of Company Common Stock (other than Dissenting Shares) ("“Holder"”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.4 (herein called an "“Election"”) (x) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election, in which case such Holder shall be deemed to have made a Stock Election with respect to such shares and a Cash Election with respect to the balance, or (y) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election, in which case such Holder shall be deemed to have made a Cash Election with respect to such shares and a Stock Election with respect to the balance. (b) Parent Newco shall prepare a an election form reasonably acceptable to the Company (the "“Form of Election"”) which shall specify that delivery shall be effected, and risk of loss and title to the Company Stock Certificate(s) (as defined below) theretofore representing Company Common Stock shall pass, only upon proper delivery of such certificates to such bank or trust company designated by Newco and reasonably satisfactory to Company (the “Exchange Agent”). The Election Form shall be mailed to the Company's ’s stockholders entitled to vote at the meeting of the stockholders of Company at which the stockholders of Company consider and vote on this Agreement (the “Company Stockholders Meeting Meeting”) so as to permit the Company's ’s stockholders to exercise their right to make an Election prior to the Election Deadline (as defined in subsection (dSection 2.4(d)). (c) Parent Newco shall make mail the Form of Election initially available at on or about the time that the Proxy Statement (as defined herein) is made available mailed to the stockholders of the Company, to such stockholders, and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. In no event shall the Form of Election be made available less than twenty (20) 20 business days prior to the Election Deadline. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be designated by Parent and reasonably acceptable to the Company (the "Exchange Agent"), Agent shall have received, by 5:00 p.m. local time in the city in which the principal office of such Exchange Agent is located, on the date of the Election Deadline, a Form of Election properly completed and signed and accompanied by certificates of the shares of Company Common Stock (the "Company Stock Certificates") to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, "Election Deadline" means 5:00 p.m. on the date that is the day prior to the date of the Company Stockholder Meeting. The Company and Parent shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) business days before, and at least five (5) business days prior to, the Election Deadline.and

Election and Exchange Procedures. Each holder of record of shares of Company Common Stock Shares (other than Company Common Shares owned directly by Company or Purchaser (other than Trust Account Shares or DPC Shares) and Dissenting Shares) ), and each holder of Company Preferred Shares who submitted a valid election to convert Company Preferred Shares into Company Common Shares in accordance with the Company Articles prior to the Effective Time, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.4 and any cash in lieu of fractional Purchaser Common Shares ("“Holder"”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.3 (herein called an "“Election"”) (x) the number of shares of whole Company Common Stock Shares owned by such Holder with respect to which such Holder desires to make a Stock Election and (y) the number of shares of whole Company Common Stock Shares owned by such Holder with respect to which such Holder desires to make a Cash Election. (b) Parent Purchaser shall prepare a form reasonably acceptable to the Company (the "“Form of Election"”) which shall be mailed to the Company's stockholders ’s shareholders entitled to vote at the Company Stockholders Shareholders’ Meeting and each holder of Company Preferred Shares so as to permit the Company's stockholders ’s shareholders to exercise their right to make an Election prior to the Election Deadline (as defined in subsection (d))Deadline. (c) Parent Purchaser shall make the Form of Election initially available at the time that the Proxy Statement (as defined herein) is made available to the stockholders shareholders of the Company, to such stockholdersshareholders, and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder shareholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. In no event shall the Form of Election be made available less than twenty (20) days prior to the Election Deadline. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be designated by Parent and reasonably acceptable to the Company (the "Exchange Agent"), Agent shall have received, by 5:00 p.m. local time in the city in which the principal office of such Exchange Agent is located, on the date of the Election Deadline, a Form of Election properly completed and signed and accompanied by certificates Certificates or evidence of the shares of Company Common Stock (the "Company Stock Certificates") Book-Entry Shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificatesCertificates or evidence of Book-Entry Shares, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such certificates Certificates or evidence of Book-Entry Shares are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Common Stock Shares covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by ParentPurchaser, in its sole discretion. As used herein, "“Election Deadline" ” means 5:00 p.m. on the date that is the day prior to the date of the Company Stockholder Shareholders’ Meeting. The Company and Parent Purchaser shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) business days before, and at least five (5) business days prior to, the Election Deadline.

Election and Exchange Procedures. Each holder of record of shares of Company Common Stock (other than Dissenting Shares) ("“Holder"”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.4 (herein called an "“Election"”) (x) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election, in which case such Holder shall be deemed to have made a Stock Election with respect to such shares and a Cash Election with respect to the balance, or (y) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election, in which case such Holder shall be deemed to have made a Cash Election with respect to such shares and a Stock Election with respect to the balance. (b) Parent Newco shall prepare a an election form reasonably acceptable to the Company (the "“Form of Election"”) which shall specify that delivery shall be effected, and risk of loss and title to the Company Stock Certificate(s) (as defined below) theretofore representing Company Common Stock shall pass, only upon proper delivery of such certificates to such bank or trust company designated by Newco and reasonably satisfactory to Company (the “Exchange Agent”). The Election Form shall be mailed to the Company's ’s stockholders entitled to vote at the meeting of the stockholders of Company at which the stockholders of Company consider and vote on this Agreement (the “Company Stockholders Meeting Meeting”) so as to permit the Company's ’s stockholders to exercise their right to make an Election prior to the Election Deadline (as defined in subsection (dSection 2.4(d)). (c) Parent Newco shall make mail the Form of Election initially available at on or about the time that the Proxy Statement (as defined herein) is made available mailed to the stockholders of the Company, to such stockholders, and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. In no event shall the Form of Election be made available less than twenty (20) 20 business days prior to the Election Deadline. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be designated by Parent and reasonably acceptable to the Company (the "Exchange Agent"), Agent shall have received, by 5:00 p.m. local time in the city in which the principal office of such Exchange Agent is located, on the date of the Election Deadline, a Form of Election properly completed and signed and accompanied by certificates of the shares of Company Common Stock (the "Company Stock Certificates") to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, "Election Deadline" means 5:00 p.m. on the date that is the day prior to the date of the Company Stockholder Meeting. The Company and Parent shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) business days before, and at least five (5) business days prior to, the Election Deadline.Agent

Election and Exchange Procedures. Each (a) Home Bancorp shall designate an exchange agent reasonably satisfactory to the Company to act as agent (the “Exchange Agent”) for purposes of conducting the election procedure and the exchange procedure as described in this Section 2.5 and Section 2.6. No later than 15 days prior to the anticipated Effective Time or on such earlier date as Home Bancorp and the Company may mutually agree (the “Mailing Date”), Home Bancorp shall cause the Exchange Agent to mail or make available to each holder of record as of five (5) Business Days prior to the Mailing Date of a certificate or certificates representing issued and outstanding shares of Company Common Stock (other than Dissenting Shareseach a “Certificate”) ("Holder"i) a notice and letter of transmittal (which shall have the right, subject specify that delivery shall be effected and risk of loss and title to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section (herein called an "Election") (x) the number of certificates theretofore representing shares of Company Common Stock owned by shall pass only upon proper delivery of such Holder certificates to the Exchange Agent) advising such holder of the procedure for surrendering to the Exchange Agent such Certificate or Certificates in exchange for the Merger Consideration set forth in Section 2.3(a)(iii) hereof deliverable in respect thereof pursuant to this Agreement and (ii) an election form in such form as Home Bancorp and Company shall mutually agree (“Election Form”). Each Election Form shall permit the holder (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) (i) to elect to receive Holding Company Common Stock with respect to which such Holder desires to make a Stock Election and (y) the designated number of shares of such holder’s Company Common Stock owned by such Holder (the “Stock Election Shares”), (ii) to elect to receive cash with respect to which the designated number of such Holder desires to make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to the holder’s Company Common Stock (the "Form of Election"“Cash Election Shares”), or (iii) which shall be mailed to the Company's stockholders entitled to vote at the Company Stockholders Meeting so as to permit the Company's stockholders to exercise their right to make an Election prior to the Election Deadline (as defined in subsection (d)). (c) Parent shall make the Form of Election initially available at the time indicate that the Proxy Statement (as defined herein) is made available to the stockholders of the Company, such holder makes no such election with respect to such stockholders, and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. In no event shall the Form of Election be made available less than twenty (20) days prior to the Election Deadline. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be designated by Parent and reasonably acceptable to the Company (the "Exchange Agent"), shall have received, by 5:00 p.m. local time in the city in which the principal office of such Exchange Agent is located, on the date of the Election Deadline, a Form of Election properly completed and signed and accompanied by certificates of the holder’s shares of Company Common Stock (the "“No-Election Shares”). A holder of Company Common Stock Certificates") may elect to which such Form receive a combination of Holding Company Common Stock and cash with respect to his shares of Company Common Stock. Nominee record holders who hold Company Common Stock on behalf of multiple beneficial owners shall indicate how many of the shares held by them are Stock Election relates or by an appropriate customary guarantee of delivery of such certificatesShares, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of deliveryCash Election Shares and No-Election Shares. Failure to deliver Any shares of Company Common Stock covered with respect to which the holder thereof shall not, as of the Election Deadline (as defined below), have made such an election by such a guarantee submission to the Exchange Agent of delivery within the time set forth on such guarantee an effective, properly completed Election Form shall be deemed to invalidate be No-Election Shares. For purposes of the allocation procedures set forth in this Section 2.5, any otherwise properly made Election, unless otherwise determined by Parent, Dissenting Shares shall be deemed Cash Election Shares and with respect to such shares the holders thereof shall in its sole discretion. As used herein, "no event receive consideration comprised of Holding Company Common Stock. (b) The term “Election Deadline" means ” shall mean 5:00 p.m. p.m., Eastern Time, on the 15th Business Day following but not including the Mailing Date or such other date that is the day prior to the date of as Home Bancorp and the Company Stockholder Meeting. The Company and Parent shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) business days before, and at least five (5) business days prior to, the Election Deadlinemutually agree upon.

Election and Exchange Procedures. Each holder of record of shares of Company Common Stock (other than Dissenting Shares) ("“Holder"”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.5 (herein called an "“Election"”) (x) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and (y) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (b) Immediately prior to the Closing, Parent shall deposit or cause to be deposited in trust with the Exchange Agent certificates representing the Parent Common Stock issuable pursuant to Section 2.1(b)(ii), cash sufficient to pay the Cash Consideration pursuant to Section 2.1(b)(i), cash in lieu of fractional shares pursuant to Section 2.5(l) and any dividends and other distributions pursuant to Section 2.5(k). Any cash and certificates of Parent Common Stock deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange Fund.” Parent shall prepare a form reasonably acceptable to the Company (the "“Form of Election"”) which shall be mailed to the Company's ’s stockholders entitled to vote at the meeting of the stockholders of the Company at which the stockholders of the Company consider and vote on this Agreement (the “Company Stockholders Meeting Meeting”) so as to permit the Company's ’s stockholders to exercise their right to make an Election prior to the Election Deadline (as defined in subsection (d)below). (c) Parent shall make the Form of Election initially available at the time that the Joint Proxy Statement (as defined herein) is made available to the stockholders of the Company, to such stockholders, and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. In no event shall the Form of Election be made available less than twenty (20) days prior to the Election Deadline. (d) Any Election shall have been made properly only if the person Person authorized to receive Elections and to act as exchange agent Exchange Agent under this Agreement, which person Person shall be designated by Parent and not reasonably acceptable objected to by the Company (the "“Exchange Agent"”), shall have received, by 5:00 p.m. local time in the city in which the principal office of such Exchange Agent is locatedNew York City time, on the date of the Election Deadline, a Form of Election properly completed and signed and accompanied by certificates of the shares of Company Common Stock (the "“Company Stock Certificates"”) to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, "Election Deadline" means 5:00 p.m. on the date that is the day prior to the date of the Company Stockholder Meeting. The Company and Parent shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) business days before, and at least five (5) business days prior to, the Election Deadline.invalidate

Election and Exchange Procedures. Each holder of record (“Holder”) of shares of Company Common Stock (other than Dissenting Dissenters’ Shares) ("Holder") shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.03 (herein called an "“Election"”) (x) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and (y) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (b) Parent Buyer shall prepare a form reasonably acceptable to the Company (the "“Form of Election"”) which shall be mailed to the Company's stockholders ’s shareholders entitled to vote at the Company Stockholders Meeting so as to permit the Company's stockholders Company shareholders to exercise their right to make an Election prior to the Election Deadline (as defined in subsection (d))Deadline. (c) Parent shall make the The Form of Election initially available at the time that the Proxy Statement shall be mailed to each Holder no less than thirty (as defined herein30) is made available to the stockholders of the Company, to such stockholders, and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and Business Days prior to the Election Deadline. In no event Deadline or on such earlier date as the Company and Buyer shall the Form of Election be made available less than twenty (20) days prior to the Election Deadlinemutually agree. (d) Any Election shall have been made properly only if the person Person authorized to receive Elections and to act as exchange agent Exchange Agent under this Agreement, which person Person shall be designated by Parent Buyer and reasonably acceptable to the Company (the "“Exchange Agent"”), pursuant to an agreement entered into prior to Closing shall have received, by 5:00 p.m. local time in the city in which the principal office of such Exchange Agent is located, on the date of the Election Deadline, a Form of Election properly completed and signed and accompanied by certificates of the shares of Company Common Stock (the "Company Stock Certificates") to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, "Election Deadline" means 5:00 p.m. on the date that is the day prior to the date of the Company Stockholder Meeting. The Meeting (the “Election Deadline”), a Form of Election properly completed and signed. (e) Any Company and Parent shall cooperate stockholder may, at any time prior to issue a press release reasonably satisfactory the Election Deadline, change or revoke his or her Election by written notice received by the Exchange Agent prior to each of them announcing the date of the Election Deadline accompanied by a properly completed and signed, revised Form of Election. If Buyer, after consultation with the Exchange Agent, shall determine in its reasonable discretion that any Election is not more than fifteen (15) business days beforeproperly made with respect to any shares of Company Common Stock, such Election shall be deemed to be not in effect, and the shares of Company Common Stock covered by such Election shall, for purposes hereof, be deemed to be Non-Election Shares, unless a proper Election is thereafter timely made. (f) Any Company stockholder may, at least any time prior to the Election Deadline, revoke his or her Election by written notice received by the Exchange Agent prior to the Election Deadline. All Elections shall be revoked automatically if the Exchange Agent is notified in writing by Buyer or the Company that this Agreement has been terminated in accordance with Article VIII. (g) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name a certificate of shares of Company Common Stock (a “Company Stock Certificate”) surrendered pursuant to Section 2.03(o) is registered, it shall be a condition to such payment that such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall inform the Exchange Agent whether any transfer or other similar Taxes are required as a result of such payment to a Person other than the registered holder of such Company Stock Certificate, or establish to the reasonable satisfaction of the Exchange Agent that such Taxes are not payable. If such transfer or other similar Taxes are payable pursuant to the preceding sentence, then the Exchange Agent shall withhold and deduct from the Merger Consideration (including Stock Consideration and cash in lieu of fractional shares of Buyer Common Stock) otherwise payable pursuant to this Agreement to the designated Person other than the registered holder such amounts as the Exchange Agent determines is necessary based on the information supplied by the registered holder. The Exchange Agent (or, subsequent to the six-month anniversary of the Effective Time, Buyer) shall be entitled to deduct and withhold from the Merger Consideration (including Stock Consideration and cash in lieu of fractional shares of Buyer Common Stock) otherwise payable pursuant to this Agreement to any holder of Company Common Stock such amounts as the Exchange Agent or Buyer, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent that any amounts are withheld by the Exchange Agent or Buyer, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent or Buyer, as the case may be. (h) After the Effective Time there shall be no further registration or transfers of shares of Company Common Stock. After the Effective Time, Company Stock Certificates that are presented to the Surviving Corporation shall be cancelled and exchanged for the Merger Consideration in accordance with the procedures set forth in this Article II. (i) At any time following the six-month anniversary of the Effective Time, Buyer shall be entitled to require the Exchange Agent to deliver to it any remaining portion of the Merger Consideration not distributed to Holders that was deposited with the Exchange Agent at the Effective Time (the “Exchange Fund”) (including any interest received with respect thereto and other income resulting from investments by the Exchange Agent, as directed by Buyer), and Holders shall be entitled to look only to Buyer (subject to abandoned property, escheat or other similar laws) with respect to the Merger Consideration, any cash in lieu of fractional shares of Buyer Common Stock and any dividends or other distributions with respect to Buyer Common Stock payable upon due surrender of their Company Stock Certificates, without any interest thereon. Notwithstanding the foregoing, neither Buyer nor the Exchange Agent shall be liable to any Holder of a Company Stock Certificate for Merger Consideration (or dividends or distributions with respect thereto) or cash from the Exchange Fund in each case delivered to a public official pursuant to any applicable abandoned property, escheat or similar Laws. (j) In the event any Company Stock Certificates shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Company Stock Certificate(s) to be lost, stolen or destroyed and, if required by Buyer or the Exchange Agent, the posting by such Person of a bond in such sum as Buyer may reasonably direct as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Company Stock Certificate(s), Buyer shall cause the Exchange Agent to issue the Merger Consideration deliverable in respect of the shares of Company Common Stock represented by such lost, stolen or destroyed Company Stock Certificates. (k) No dividends or other distributions with respect to Buyer Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Buyer Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to subsection (l) below, and all such dividends, other distributions and cash in lieu of fractional shares of Buyer Common Stock shall be paid by Buyer to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Company Stock Certificate in accordance with subsection (l) below. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Company Stock Certificate there shall be paid to the Holder of a certificate for Buyer Common Stock (a “Buyer Stock Certificate”) representing whole shares of Buyer Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Buyer Common Stock and the amount of any cash payable in lieu of a fractional share of Buyer Common Stock to which such Holder is entitled pursuant to subsection (l), and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Buyer Common Stock. Buyer shall make available to the Exchange Agent cash for these purposes, if necessary. (l) No Buyer Stock Certificates representing fractional shares of Buyer Common Stock shall be issued upon the surrender for exchange of Company Stock Certificates; no dividend or distribution by Buyer shall relate to such fractional share interests; and such fractional share interests will not entitle the owner thereof to vote or to any rights as a stockholder of Buyer. In lieu of any such fractional shares, each Holder of a Company Stock Certificate who would otherwise have been entitled to receive a fractional share interest in exchange for such Company Stock Certificate shall receive from the Exchange Agent an amount in cash equal to the product obtained by multiplying (A) the fractional share interest to which such Holder (after taking into account all shares of Company Common Stock held by such holder at the Effective Time) would otherwise be entitled by (B) the Closing Buyer Share Value. Notwithstanding any other provision contained in this Agreement, funds utilized to acquire fractional shares as aforesaid shall be furnished by Buyer on a timely basis and shall in no event be derived from or diminish the Cash Consideration available for distribution as part of the Merger Consideration. (m) Buyer, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing (A) the validity of the Forms of Election and compliance by any Company Stockholder with the Election procedures set forth herein, (B) the manner and extent to which Elections are to be taken into account in making the determinations prescribed by Section 2.03, (C) the issuance and delivery of Buyer Stock Certificates into which shares of Company Common Stock are converted in the Merger and (D) the method of payment of cash for shares of Company Common Stock converted into the right to receive the Cash Consideration and cash in lieu of fractional shares of Buyer Common Stock. (n) Prior to the Effective Time, Buyer will deposit with the Exchange Agent certificates representing shares of Buyer Common Stock sufficient to pay in a timely manner, and Buyer shall instruct the Exchange Agent to timely pay, the aggregate Stock Consideration. In addition, prior to the Effective Time, Buyer shall deposit with the Exchange Agent sufficient cash to permit prompt payment of the Cash Consideration and cash in lieu of fractional shares of Buyer Common Stock, and Buyer shall instruct the Exchange Agent to timely pay the Cash Consideration and cash in lieu of fractional shares of Buyer Common Stock. (o) As soon as reasonably practicable, but in any event no later than five (5) business days Business Days after the Effective Time, Buyer shall cause the Exchange Agent to mail to each holder of record of a Company Stock Certificate(s) which immediately prior toto the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01 and any cash in lieu of fractional shares of Buyer Common Stock to be issued or paid in consideration therefor, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Election DeadlineCompany Stock Certificate(s) shall pass, only upon delivery of the Company Stock Certificate(s) (or affidavits of loss in lieu of such certificates)) (the “Letter of Transmittal”) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall reasonably be determined by Buyer and reasonably be acceptable to Company and (ii) instructions for use in surrendering the Company Stock Certificate(s) in exchange for the Merger Consideration and any cash in lieu of fractional shares of Buyer Common Stock to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.03(l) and any dividends or distributions to which such holder is entitled pursuant to Section 2.03(k). (p) Upon surrender to the Exchange Agent of its Company Stock Certificate(s), accompanied by a properly completed Letter of Transmittal, a Holder of Company Common Stock will be entitled to receive promptly after the Effective Time the Merger Consideration (elected or deemed elected by it, subject to Sections 2.01 and 2.02) in respect of the shares of Company Common Stock represented by its Company Stock Certificate. Until so surrendered, each such Company Stock Certificate shall represent after the Effective Time, for all purposes, only the right to receive the Merger Consideration and any cash in lieu of fractional shares of Buyer Common Stock to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.03(l) and any dividends or distributions to which such holder is entitled pursuant to Section 2.03(k).

Election and Exchange Procedures. Each (1) (A) As promptly as reasonably practicable following the time of mailing of the Proxy Statement to the holders of record of Company Common Stock, or on such other date as the Company and Parent shall mutually agree, and thereafter from time to time as the Company may reasonably request until three days prior to the Election Deadline, Parent will cause the Exchange Agent to mail or deliver to each Person who is a holder of record of Company Common Stock for purposes of the Company Meeting the Election Form and a form of letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to Old Certificates will pass, only upon proper delivery of such certificates to the Exchange Agent) containing instructions for use in effecting the surrender of Old Certificates in exchange for the consideration to which such Person may be entitled pursuant to this Article II, and (B) as promptly as reasonably practicable following the Effective Time, Parent will cause the Exchange Agent to mail or deliver such letter of transmittal to each Person who was, immediately prior to the Effective Time, a holder of record of an Old Certificate and who did not previously properly complete and submit an Election Form including such letter of transmittal. Elections shall be made by mailing to the Exchange Agent a duly completed Election Form. An Election Form may specify which specific shares covered thereby are Cash Election Shares, Stock Election Shares or No-Election Shares. To be effective, an Election Form must be (x) properly completed, signed and submitted to the Exchange Agent at its designated office, by 5:00 p.m., New York City time, on the later of the date of the Company Meeting and the date that the parties believe to be as near as practicable to five business days prior to the anticipated Closing Date (or such other time and date as the Company and Parent may mutually agree) (the “Election Deadline”) and (y) accompanied by the certificate(s) representing the shares of Company Common Stock as to which the election is being made together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions. Parent will determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Exchange Agent, whether Election Forms have been properly completed, signed and submitted or revoked. The decision of Parent (or the Exchange Agent, as the case may be) in such matters shall be conclusive and binding. Neither Parent nor the Exchange Agent will be under any obligation to notify any person of any defect in an Election Form submitted to the Exchange Agent. A holder of shares of Company Common Stock (other than Dissenting Shares) ("Holder") shall have the right, subject to the limitations set forth in this Article II, to that does not submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section (herein called an "Election") (x) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Stock effective Election and (y) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to the Company (the "Form of Election") which shall be mailed to the Company's stockholders entitled to vote at the Company Stockholders Meeting so as to permit the Company's stockholders to exercise their right to make an Election prior to the Election Deadline (as defined in subsection (d)). (c) Parent shall make be deemed to have made a No-Election. An election may be revoked, but only by written notice received by the Form of Election initially available at the time that the Proxy Statement (as defined herein) is made available to the stockholders of the Company, to such stockholders, and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and Exchange Agent prior to the Election Deadline. In no event shall the Form of Election be made available less than twenty (20Any certificate(s) days prior to the Election Deadline. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be designated by Parent and reasonably acceptable to the Company (the "Exchange Agent"), shall have received, by 5:00 p.m. local time in the city in which the principal office of such Exchange Agent is located, on the date of the Election Deadline, a Form of Election properly completed and signed and accompanied by certificates of the representing shares of Company Common Stock (the "Company Stock Certificates") to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such certificates are in fact delivered have been submitted to the Exchange Agent in connection with an election shall be returned without charge to the holder thereof in the event such election is revoked as aforesaid and such holder requests in writing the return of such certificate(s). Upon any such revocation, unless a duly completed Election Form is thereafter submitted prior to the Election Deadline and otherwise in accordance with this Section, such shares shall be deemed No-Election Shares. The Exchange Agent, in consultation with Parent and the Company, will make all computations to give effect to this Section. (2) As promptly as reasonably practicable following the Effective Time, taking into account the computations contemplated by Section 2.1(f), each holder of record of an Old Certificate that has surrendered its Old Certificates, together with a letter of transmittal, duly completed and validly executed in accordance with the time instructions thereto, and such other documents as may be required pursuant to such instructions, will be entitled to receive a New Certificate representing the shares of Parent Common Stock issuable in such guarantee exchange therefor and/or a check representing cash payable pursuant to this Article II. No interest will accrue or be paid with respect to any New Certificates or cash to be delivered upon surrender of deliveryOld Certificates. Failure Notwithstanding anything to deliver shares the contrary contained in this Plan, any holder of Company Common Stock covered by that holds such shares in book-entry form (rather than through a guarantee certificate formerly representing Old Shares) shall not be required to deliver a certificate or an executed letter of delivery within transmittal to the time set forth on Exchange Agent in order to receive the consideration that such guarantee holder is entitled to receive pursuant to this Article II. If any New Certificate is to be issued or cash is to be paid in a name other than that in which the Old Certificate surrendered in exchange therefor is registered, it will be a condition to the exchange that the Old Certificate so surrendered shall be deemed to invalidate properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer and that the Person requesting the exchange (x) pay any otherwise properly made Election, unless otherwise determined transfer or other Taxes required by Parent, reason of the issuance of the New Certificate or the making of the cash payment in its sole discretion. As used herein, "Election Deadline" means 5:00 p.m. on a name other than the date that is name of the day prior holder of the surrendered Old Certificate or (y) establish to the date satisfaction of Parent (or the Company Stockholder Meeting. The Company and Parent shall cooperate to issue a press release reasonably satisfactory to each of them announcing Exchange Agent, as the date of the Election Deadline case may be) that any such Taxes have been paid or are not more than fifteen (15) business days before, and at least five (5) business days prior to, the Election Deadlineapplicable.

Election and Exchange Procedures. Each holder of record (“Holder”) of shares of Company Brunswick Common Stock (other than Dissenting Shares) ("Holder") shall have the right, subject to the limitations set forth in this Article IIIII, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.4 (herein called an "“Election"”) (x) the number of shares of Company Brunswick Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and (y) the number of shares of Company Brunswick Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (b) Parent Mid Penn shall prepare a form reasonably acceptable to the Company Brunswick (the "“Form of Election"”) which shall be mailed to the Company's stockholders Brunswick’s shareholders entitled to vote at the Company Stockholders Brunswick Shareholders’ Meeting so as to permit the Company's stockholders Brunswick shareholders to exercise their right to make an Election prior to the Election Deadline (as defined in subsection (d))Deadline. (c) Parent shall make the The Form of Election initially available at the time that the Proxy Statement shall be mailed to each Holder not more than forty-five (as defined herein45) is made available to the stockholders of the Company, to such stockholders, and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. In no event shall the Form of Election be made available nor less than twenty thirty (2030) calendar days prior to the Election Deadlineanticipated Effective Time or on such date as Brunswick and Mid Penn shall mutually agree (the “Mailing Date”). (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be designated by Parent and reasonably acceptable to the Company (the "Exchange Agent"), Agent shall have received, by 5:00 p.m. local time in the city in which the principal office of such Exchange Agent is located, on the date of that is the twenty-fifth (25th) calendar day following the Mailing Date (the “Election Deadline”), a Form of Election properly completed and signed and signed. (e) Any Brunswick stockholder may, at any time prior to the Election Deadline, change or revoke his or her Election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by certificates a properly completed and signed, revised Form of Election. If Mid Penn, after consultation with the Exchange Agent, shall determine in its reasonable discretion that any Election is not properly made with respect to any shares of Brunswick Common Stock, such Election shall be deemed to be not in effect, and the shares of Company Common Stock (the "Company Stock Certificates") to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Brunswick Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall Election shall, for purposes hereof, be deemed to invalidate any otherwise properly made Electionbe Non-Election Shares, unless a proper Election is thereafter timely made. (f) All Elections shall be revoked automatically if the Exchange Agent is notified in writing by Mid Penn or Brunswick that this Agreement has been terminated in accordance with Article X. (g) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name a Certificate surrendered pursuant to Section 3.4(j) is registered, it shall be a condition to such payment that such Certificate shall be properly endorsed or otherwise determined by Parentbe in proper form for transfer, as applicable, and the Person requesting such payment shall inform the Exchange Agent whether any transfer or other similar Taxes are required as a result of such payment to a Person other than the registered holder of such Certificate, or establish to the reasonable satisfaction of the Exchange Agent that such Taxes are not payable. If such transfer or other similar Taxes are payable pursuant to the preceding sentence, then the Exchange Agent shall withhold and deduct from the Merger Consideration (including Stock Consideration and cash in its sole discretion. As used herein, "Election Deadline" means 5:00 p.m. lieu of fractional shares of Mid Penn Common Stock) otherwise payable pursuant to this Agreement to the designated Person other than the registered holder such amounts as the Exchange Agent determines is necessary based on the date information supplied by the registered holder. The Exchange Agent (or, subsequent to the six-month anniversary of the Effective Time, Mid Penn) shall be entitled to deduct and withhold from the Merger Consideration (including Stock Consideration and cash in lieu of fractional shares of Mid Penn Common Stock) otherwise payable pursuant to this Agreement to any holder of Brunswick Common Stock such amounts as the Exchange Agent or Mid Penn, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent that any amounts are withheld by the Exchange Agent or Mid Penn, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Brunswick Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent or Mid Penn, as the case may be. (h) After the Effective Time there shall be no further registration or transfers of shares of Brunswick Common Stock. After the Effective Time, Certificates that are presented to the Surviving Corporation shall be cancelled and exchanged for the Merger Consideration in accordance with the procedures set forth in this Article III. (i) Until the six (6) month anniversary of the Effective Time, Mid Penn shall make available on a timely basis or cause to be made available to the Exchange Agent the following: (i) certificates, or at Mid Penn’s option, evidence of shares in book entry form, representing the shares of Mid Penn Common Stock, sufficient to pay the aggregate Stock Consideration required pursuant to this Article III and (ii) an aggregate amount of cash sufficient to pay the Cash Consideration and the estimated amount of cash to be paid in lieu of fractional shares of Mid Penn Common Stock, each to be given to the holders of Brunswick Common Stock in exchange for Certificates pursuant to this Article III. Upon such six (6) month anniversary, any such cash or certificates remaining in the possession of the Exchange Agent, together with any earnings in respect thereof, shall be delivered to Mid Penn. Any holder of Certificates who has not theretofore exchanged his or her Certificates for the Merger Consideration pursuant to this Article III shall thereafter be entitled to look exclusively to Mid Penn, and only as a general creditor thereof, for the Merger Consideration, as applicable, to which he or she may be entitled upon exchange of such Certificates, as applicable, pursuant to this Article III. If outstanding Certificates are not surrendered, or the payment for the Certificates is the day not claimed prior to the date on which such payment would otherwise escheat to or become the property of any Governmental Entity, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of Mid Penn (and to the extent not in its possession shall be delivered to it), free and clear of all liens of any Person previously entitled to such property. Neither the Exchange Agent nor any of the Company Stockholder Meetingparties hereto shall be liable to any holder of Brunswick Common Stock represented by any Certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat or similar laws. The Company Mid Penn and Parent the Exchange Agent shall cooperate be entitled to issue a press release reasonably satisfactory rely upon the stock transfer books of Brunswick to each establish the identity of them announcing those Persons entitled to receive the date of Merger Consideration, which books shall be conclusive with respect thereto. (j) Promptly after the Election Deadline not more Effective Time, but in no event later than fifteen (15) business days before, and at least five (5) business days Business Days thereafter, Mid Penn shall cause the Exchange Agent to mail or deliver to each Person who was, immediately prior toto the Effective Time, a holder of record of Brunswick Common Stock a notice advising such holders of the effectiveness of the Merger, including a form of letter of transmittal in a form reasonably satisfactory to Mid Penn and Brunswick containing instructions for use in effecting the surrender of Certificates in exchange for the Merger Consideration which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon (i) with respect to shares evidenced by Certificates, proper delivery of such Certificates to the Exchange Agent, proper delivery of the Certificates and the transmittal materials, duly, completely and validly executed in accordance with the instructions thereto, and (ii) with respect to book-entry shares, proper delivery of an “agent’s message” regarding the book-entry transfer of book-entry shares (or such other evidence (if any) of the transfer as the Exchange Agent may reasonably request). Upon surrender to the Exchange Agent of a Certificate or book-entry shares for cancellation together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the holder of such Certificate or book-entry shares shall promptly be provided in exchange therefor, but in no event later than five (5) Business Days after due surrender, a certificate, or at the election of Mid Penn, a statement reflecting shares issued in book-entry form, representing the Stock Consideration to which such holder is entitled pursuant to this Article III, plus a check for any amounts due pursuant to Section 3.1(i), any dividends or other distributions to which such holder is entitled pursuant to Section 3.4(l) and any Cash Consideration to which such Holder is entitled pursuant to this Article III and the Certificate or book-entry share so surrendered shall forthwith be canceled. No interest will accrue or be paid with respect to any property to be delivered upon surrender of Certificates or book-entry shares. (k) In the event any Certificates shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate(s) to be lost, stolen or destroyed and, if required by Mid Penn or the Exchange Agent, the posting by such Person of a bond in such sum as Mid Penn may reasonably direct as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Certificate(s), Mid Penn shall cause the Exchange Agent to issue the Merger Consideration deliverable in respect of the shares of Brunswick Common Stock represented by such lost, stolen or destroyed Certificates. (l) No dividends or other distributions with respect to Mid Penn Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Mid Penn Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 3.1(i) above, and all such dividends, other distributions and cash in lieu of fractional shares of Mid Penn Common Stock shall be paid by Mid Penn to the Exchange Agent, in each case until the surrender of such Certificate. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such Certificate there shall be paid to the Holder of the whole shares of Mid Penn Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Mid Penn Common Stock and the amount of any cash payable in lieu of a fractional share of Mid Penn Common Stock to which such Holder is entitled pursuant to Section 3.1(i), and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Mid Penn Common Stock. Mid Penn shall make available to the Exchange Agent cash for these purposes, if necessary. (m) Mid Penn, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing (A) the validity of the Forms of Election Deadlineand compliance by any Brunswick stockholder with the Election procedures set forth herein, (B) the manner and extent to which Elections are to be taken into account in making the determinations prescribed by this Section 3.4, (C) the issuance and delivery of shares of Mid Penn Common Stock into which shares of Brunswick Common Stock are converted in the Merger and (D) the method of payment of cash for shares of Brunswick Common Stock converted into the right to receive the Cash Consideration and cash in lieu of fractional shares of Mid Penn Common Stock.

Election and Exchange Procedures. Each (A) As promptly as reasonably practicable following the time of mailing of the Proxy Statement to the holders of record of Company Common Stock, or on such other date as the Company and Parent shall mutually agree, and thereafter from time to time as the Company may reasonably request until three days prior to the Election Deadline, Parent will cause the Exchange Agent to mail or deliver to each Person who is a holder of record of Company Common Stock for purposes of the Company Meeting the Election Form and a form of letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to Old Certificates will pass, only upon proper delivery of such certificates to the Exchange Agent) containing instructions for use in effecting the surrender of Old Certificates in exchange for the consideration to which such Person may be entitled pursuant to this Article II, and (B) as promptly as reasonably practicable following the Effective Time, Parent will cause the Exchange Agent to mail or deliver such letter of transmittal to each Person who was, immediately prior to the Effective Time, a holder of record of an Old Certificate and who did not previously properly complete and submit an Election Form including such letter of transmittal. Elections shall be made by mailing to the Exchange Agent a duly completed Election Form. An Election Form may specify which specific shares covered thereby are Cash Election Shares, Stock Election Shares or No-Election Shares. To be effective, an Election Form must be (x) properly completed, signed and submitted to the Exchange Agent at its designated office, by 5:00 p.m., New York City time, on the later of the date of the Company Meeting and the date that the parties believe to be as near as practicable to five business days prior to the anticipated Closing Date (or such other time and date as the Company and Parent may mutually agree) (the “Election Deadline”) and (y) accompanied by the certificate(s) representing the shares of Company Common Stock as to which the election is being made together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions. Parent will determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Exchange Agent, whether Election Forms have been properly completed, signed and submitted or revoked. The decision of Parent (or the Exchange Agent, as the case may be) in such matters shall be conclusive and binding. Neither Parent nor the Exchange Agent will be under any obligation to notify any person of any defect in an Election Form submitted to the Exchange Agent. A holder of shares of Company Common Stock (other than Dissenting Shares) ("Holder") shall have the right, subject to the limitations set forth in this Article II, to that does not submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section (herein called an "Election") (x) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Stock effective Election and (y) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to the Company (the "Form of Election") which shall be mailed to the Company's stockholders entitled to vote at the Company Stockholders Meeting so as to permit the Company's stockholders to exercise their right to make an Election prior to the Election Deadline (as defined in subsection (d)). (c) Parent shall make be deemed to have made a No-Election. An election may be revoked, but only by written notice received by the Form of Election initially available at the time that the Proxy Statement (as defined herein) is made available to the stockholders of the Company, to such stockholders, and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and Exchange Agent prior to the Election Deadline. In no event shall the Form of Election be made available less than twenty (20Any certificate(s) days prior to the Election Deadline. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be designated by Parent and reasonably acceptable to the Company (the "Exchange Agent"), shall have received, by 5:00 p.m. local time in the city in which the principal office of such Exchange Agent is located, on the date of the Election Deadline, a Form of Election properly completed and signed and accompanied by certificates of the representing shares of Company Common Stock (the "Company Stock Certificates") to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such certificates are in fact delivered have been submitted to the Exchange Agent in connection with an election shall be returned without charge to the holder thereof in the event such election is revoked as aforesaid and such holder requests in writing the return of such certificate(s). Upon any such revocation, unless a duly completed Election Form is thereafter submitted prior to the Election Deadline and otherwise in accordance with this Section, such shares shall be deemed No-Election Shares. The Exchange Agent, in consultation with Parent and the Company, will make all computations to give effect to this Section. (2) As promptly as reasonably practicable following the Effective Time, taking into account the computations contemplated by Section 2.1(f), each holder of record of an Old Certificate that has surrendered its Old Certificates, together with a letter of transmittal, duly completed and validly executed in accordance with the time instructions thereto, and such other documents as may be required pursuant to such instructions, will be entitled to receive a New Certificate representing the shares of Parent Common Stock issuable in such guarantee exchange therefor and/or a check representing cash payable pursuant to this Article II. No interest will accrue or be paid with respect to any New Certificates or cash to be delivered upon surrender of deliveryOld Certificates. Failure Notwithstanding anything to deliver shares the contrary contained in this Plan, any holder of Company Common Stock covered by that holds such shares in book-entry form (rather than through a guarantee certificate formerly representing Old Shares) shall not be required to deliver a certificate or an executed letter of delivery within transmittal to the time set forth on Exchange Agent in order to receive the consideration that such guarantee holder is entitled to receive pursuant to this Article II. If any New Certificate is to be issued or cash is to be paid in a name other than that in which the Old Certificate surrendered in exchange therefor is registered, it will be a condition to the exchange that the Old Certificate so surrendered shall be deemed to invalidate properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer and that the Person requesting the exchange (x) pay any otherwise properly made Election, unless otherwise determined transfer or other Taxes required by Parent, reason of the issuance of the New Certificate or the making of the cash payment in its sole discretion. As used herein, "Election Deadline" means 5:00 p.m. on a name other than the date that is name of the day prior holder of the surrendered Old Certificate or (y) establish to the date satisfaction of Parent (or the Company Stockholder Meeting. The Company and Parent shall cooperate to issue a press release reasonably satisfactory to each of them announcing Exchange Agent, as the date of the Election Deadline case may be) that any such Taxes have been paid or are not more than fifteen (15) business days before, and at least five (5) business days prior to, the Election Deadlineapplicable.

Election and Exchange Procedures. Each holder of record of shares of Company Common Stock (other than Dissenting Shares) ("HolderHOLDER") shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.5 (herein called an "ElectionELECTION") (x) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and (y) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (b) Immediately prior to the Closing, Parent shall deposit or cause to be deposited in trust with the Exchange Agent certificates representing the Parent Common Stock issuable pursuant to Section 2.1(b)(ii), cash sufficient to pay the Cash Consideration pursuant to Section 2.1(b)(i), cash in lieu of fractional shares pursuant to Section 2.5(l) and any dividends and other distributions pursuant to Section 2.5(k). Any cash and certificates of Parent Common Stock deposited with the Exchange Agent shall hereinafter be referred to as the "EXCHANGE FUND." Parent shall prepare a form reasonably acceptable to the Company (the "Form of ElectionFORM OF ELECTION") which shall be mailed to the Company's stockholders entitled to vote at the meeting of the stockholders of the Company Stockholders Meeting at which the stockholders of the Company consider and vote on this Agreement (the "COMPANY STOCKHOLDERS MEETING") so as to permit the Company's stockholders to exercise their right to make an Election prior to the Election Deadline (as defined in subsection (d)below). (c) Parent shall make the Form of Election initially available at the time that the Joint Proxy Statement (as defined herein) is made available to the stockholders of the Company, to such stockholders, and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. In no event shall the Form of Election be made available less than twenty (20) days prior to the Election Deadline. (d) Any Election shall have been made properly only if the person Person authorized to receive Elections and to act as exchange agent Exchange Agent under this Agreement, which person Person shall be designated by Parent and not reasonably acceptable objected to by the Company (the "Exchange AgentEXCHANGE AGENT"), shall have received, by 5:00 p.m. local time in the city in which the principal office of such Exchange Agent is locatedNew York City time, on the date of the Election Deadline, a Form of Election properly completed and signed and accompanied by certificates of the shares of Company Common Stock (the "Company Stock CertificatesCOMPANY STOCK CERTIFICATES") to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, "Election Deadline" means 5:00 p.m. on the date that is the day prior to the date of the Company Stockholder Meeting. The Company and Parent shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) business days before, and at least five (5) business days prior to, the Election Deadline.invalidate

Election and Exchange Procedures. Each holder of record of shares of Company Common Stock (other than Dissenting Shares) ("HolderHOLDER") shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.4 (herein called an "ElectionELECTION") (x) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election, in which case such Holder shall be deemed to have made a Stock Election with respect to such shares and a Cash Election with respect to the balance, or (y) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election, in which case such Holder shall be deemed to have made a Cash Election with respect to such shares and a Stock Election with respect to the balance. (b) Parent Newco shall prepare a an election form reasonably acceptable to the Company (the "Form of ElectionFORM OF ELECTION") which shall specify that delivery shall be effected, and risk of loss and title to the Company Stock Certificate(s) (as defined below) theretofore representing Company Common Stock shall pass, only upon proper delivery of such certificates to such bank or trust company designated by Newco and reasonably satisfactory to Company (the "EXCHANGE AGENT"). The Election Form shall be mailed to the Company's stockholders entitled to vote at the meeting of the stockholders of Company Stockholders Meeting at which the stockholders of Company consider and vote on this Agreement (the "COMPANY STOCKHOLDERS MEETING") so as to permit the Company's stockholders to exercise their right to make an Election prior to the Election Deadline (as defined in subsection (dSection 2.4(d)). (c) Parent Newco shall make mail the Form of Election initially available at on or about the time that the Proxy Statement (as defined herein) is made available mailed to the stockholders of the Company, to such stockholders, and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. In no event shall the Form of Election be made available less than twenty (20) 20 business days prior to the Election Deadline. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be designated by Parent and reasonably acceptable to the Company (the "Exchange Agent"), Agent shall have received, by 5:00 p.m. local time in the city in which the principal office of such Exchange Agent is located, on the date of the Election Deadline, a Form of Election properly completed and signed and accompanied by certificates of the shares of Company Common Stock (the "Company Stock Certificates") to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, "Election Deadline" means 5:00 p.m. on the date that is the day prior to the date of the Company Stockholder Meeting. The Company and Parent shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) business days before, and at least five (5) business days prior to, the Election Deadline.Agent

Election and Exchange Procedures. Each holder of record of shares of Company Common Stock (other than Dissenting Shares) ("Holder") shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.4 (herein called an "Election") (x) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and (y) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to the Company (the "Form of Election") which shall be mailed to the Company's stockholders shareholders entitled to vote at the meeting of the shareholders of the Company Stockholders Meeting at which the shareholders of the Company consider and vote on this Agreement (the "Company Shareholders Meeting") so as to permit the Company's stockholders shareholders to exercise their right to make an Election prior to the Election Deadline (as defined in subsection (d))Deadline. (c) Parent shall make the Form of Election initially available at the time that the Proxy Statement (as defined herein) is made available to the stockholders shareholders of the Company, to such stockholdersshareholders, and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder shareholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. In no event shall the Form of Election be made available less than twenty (20) days prior to the Election Deadline. (d) Any Election shall have been made properly only if the person Person (as defined under Section 8.3) authorized to receive Elections and to act as exchange agent under this Agreement, which person Person shall be designated by Parent and reasonably acceptable to the Company (the "Exchange Agent"), pursuant to an agreement (the "Exchange Agent Agreement") entered into prior to Closing and reasonably acceptable to the Company, shall have received, by 5:00 p.m. local time in the city in which the principal office of such Exchange Agent is located, on the date of the Election Deadline, a Form of Election properly completed and signed and accompanied by certificates of the shares of Company Common Stock (the "Company Stock Certificates") to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, "Election Deadline" means 5:00 p.m. on the date that is the day prior to the date of the Company Stockholder Shareholder Meeting. The Company and Parent shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) business days before, and at least five (5) business days prior to, the Election Deadline.

Election and Exchange Procedures. Each holder of record (“Holder”) of shares of Company Common Stock (other than Dissenting Dissenters’ Shares) ("Holder") shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.03 (herein called an "“Election"”) (x) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and (y) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (b) Parent CNB shall prepare a form reasonably acceptable to the Company (the "“Form of Election"”) which shall be mailed to the Company's stockholders ’s shareholders entitled to vote at the Company Stockholders Meeting so as to permit the Company's stockholders Company shareholders to exercise their right to make an Election prior to the Election Deadline (as defined in subsection (d))Deadline. (c) Parent shall make the The Form of Election initially available at the time that the Proxy Statement shall be mailed to each Holder no less than thirty (as defined herein30) is made available to the stockholders of the Company, to such stockholders, and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and Business Days prior to the Election Deadline. In no event Deadline or on such earlier date as the Company and CNB shall the Form of Election be made available less than twenty (20) days prior to the Election Deadlinemutually agree. (d) Any Election shall have been made properly only if the person Person authorized to receive Elections and to act as exchange agent Exchange Agent under this Agreement, which person Person shall be designated by Parent and reasonably acceptable to the Company CNB (the "“Exchange Agent"”), pursuant to an agreement entered into prior to Closing shall have received, by 5:00 p.m. local time in the city in which the principal office of such Exchange Agent is located, on the date of the Election Deadline, a Form of Election properly completed and signed and accompanied by certificates of the shares of Company Common Stock (the "Company Stock Certificates") to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, "Election Deadline" means 5:00 p.m. on the date that is the day prior to the date of the Company Stockholder Meeting. The Meeting (the “Election Deadline”), a Form of Election properly completed and signed; provided, however, that both the Exchange Agent and such agreement shall be reasonably acceptable to the Company. (e) Any Company and Parent shall cooperate shareholder may, at any time prior to issue a press release reasonably satisfactory the Election Deadline, change his or her Election by written notice received by the Exchange Agent prior to each of them announcing the date of the Election Deadline accompanied by a properly completed and signed, revised Form of Election. If CNB, after consultation with the Exchange Agent and the Company, shall determine in its reasonable discretion that any Election is not more than fifteen (15) business days beforeproperly made with respect to any shares of Company Common Stock, such Election shall be deemed to be not in effect, and the shares of Company Common Stock covered by such Election shall, for purposes hereof, be deemed to be Non-Election Shares, unless a proper Election is thereafter timely made. (f) Any Company shareholder may, at least any time prior to the Election Deadline, revoke his or her Election by written notice received by the Exchange Agent prior to the Election Deadline. All Elections shall be revoked automatically if the Exchange Agent is notified in writing by CNB or the Company that this Agreement has been terminated in accordance with Article VIII. (g) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name a certificate of shares of Company Common Stock (a “Company Stock Certificate”) surrendered pursuant to Section 2.03(o) is registered, it shall be a condition to such payment that such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall inform the Exchange Agent whether any transfer or other similar Taxes are required as a result of such payment to a Person other than the registered holder of such Company Stock Certificate, or establish to the reasonable satisfaction of the Exchange Agent that such Taxes are not payable. If such transfer or other similar Taxes are payable pursuant to the preceding sentence, then the Exchange Agent shall withhold and deduct from the Merger Consideration (including Stock Consideration and cash in lieu of fractional shares of CNB Common Stock) otherwise payable pursuant to this Agreement to the designated Person other than the registered holder such amounts as the Exchange Agent determines is necessary under applicable law based on the information supplied by the registered holder. The Exchange Agent (or, subsequent to the six-month anniversary of the Effective Time, CNB) shall be entitled to deduct and withhold from the Merger Consideration (including Stock Consideration and cash in lieu of fractional shares of CNB Common Stock) otherwise payable pursuant to this Agreement to any holder of Company Common Stock such amounts as the Exchange Agent or CNB, as the case may be, is required to deduct, withhold and pay under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent that any amounts are so deducted, withheld and paid by the Exchange Agent or CNB, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent or CNB, as the case may be. (h) After the Effective Time there shall be no further registration or transfers of shares of Company Common Stock. After the Effective Time, Company Stock Certificates that are presented to the Surviving Bank shall be cancelled and exchanged for the Merger Consideration in accordance with the procedures set forth in this Article II. (i) At any time following the six-month anniversary of the Effective Time, CNB shall be entitled to require the Exchange Agent to deliver to it any remaining portion of the Merger Consideration not distributed to Holders that was deposited with the Exchange Agent at the Effective Time (the “Exchange Fund”) (including any interest received with respect thereto and other income resulting from investments by the Exchange Agent, as directed by CNB), and Holders shall be entitled to look only to CNB (subject to abandoned property, escheat or other similar laws) with respect to the Merger Consideration, any cash in lieu of fractional shares of CNB Common Stock and any dividends or other distributions with respect to CNB Common Stock payable upon due surrender of their Company Stock Certificates, without any interest thereon. Notwithstanding the foregoing, neither CNB nor the Exchange Agent shall be liable to any Holder of a Company Stock Certificate for Merger Consideration (or dividends or distributions with respect thereto) or cash from the Exchange Fund in each case delivered to a public official pursuant to any applicable abandoned property, escheat or similar Laws. (j) In the event any Company Stock Certificates shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Company Stock Certificate(s) to be lost, stolen or destroyed and, if required by CNB or the Exchange Agent, the posting by such Person of a bond in such sum as CNB may reasonably direct as indemnity against any claim that may be made against it or the Surviving Bank with respect to such Company Stock Certificate(s), CNB shall cause the Exchange Agent to issue the Merger Consideration deliverable in respect of the shares of Company Common Stock represented by such lost, stolen or destroyed Company Stock Certificates. (k) No dividends or other distributions with respect to CNB Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of CNB Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to subsection (l) below, and all such dividends, other distributions and cash in lieu of fractional shares of CNB Common Stock shall be paid by CNB to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Company Stock Certificate in accordance with subsection (l) below. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Company Stock Certificate there shall be paid to the Holder of a certificate for CNB Common Stock (a “CNB Stock Certificate”) representing whole shares of CNB Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of CNB Common Stock and the amount of any cash payable in lieu of a fractional share of CNB Common Stock to which such Holder is entitled pursuant to subsection (l), and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of CNB Common Stock. CNB shall make available to the Exchange Agent cash for these purposes, if necessary. (l) No CNB Stock Certificates representing fractional shares of CNB Common Stock shall be issued upon the surrender for exchange of Company Stock Certificates; no dividend or distribution by CNB shall relate to such fractional share interests; and such fractional share interests will not entitle the owner thereof to vote or to any rights as a shareholder of CNB. In lieu of any such fractional shares, each Holder of a Company Stock Certificate who would otherwise have been entitled to receive a fractional share interest in exchange for such Company Stock Certificate shall receive from the Exchange Agent an amount in cash equal to the product obtained by multiplying (A) the fractional share interest to which such Holder (after taking into account all shares of Company Common Stock held by such holder at the Effective Time) would otherwise be entitled by (B) the Closing CNB Share Value. Notwithstanding any other provision contained in this Agreement, funds utilized to acquire fractional shares as aforesaid shall be furnished by CNB on a timely basis and shall in no event be derived from or diminish the Cash Consideration available for distribution as part of the Merger Consideration. (m) CNB, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement and without materially adversely affecting the rights and remedies of the Company or any shareholder thereof, governing (A) the validity of the Forms of Election and compliance by any Company shareholder with the Election procedures set forth herein, (B) the manner and extent to which Elections are to be taken into account in making the determinations prescribed by Section 2.03, (C) the issuance and delivery of CNB Stock Certificates into which shares of Company Common Stock are converted in the Merger and (D) the method of payment of cash for shares of Company Common Stock converted into the right to receive the Cash Consideration and cash in lieu of fractional shares of CNB Common Stock. (n) Prior to the Effective Time, CNB will deposit with the Exchange Agent certificates representing shares of CNB Common Stock sufficient to pay in a timely manner, and CNB shall instruct the Exchange Agent to timely pay, the aggregate Stock Consideration. In addition, prior to the Effective Time, CNB shall deposit with the Exchange Agent sufficient cash to permit prompt payment of the Cash Consideration and cash in lieu of fractional shares of CNB Common Stock, and CNB shall instruct the Exchange Agent to timely pay the Cash Consideration and cash in lieu of fractional shares of CNB Common Stock. (o) As soon as reasonably practicable, but in any event no later than five (5) business days Business Days after the Effective Time, CNB shall cause the Exchange Agent to mail to each holder of record of a Company Stock Certificate(s) which immediately prior toto the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01 and any cash in lieu of fractional shares of CNB Common Stock to be issued or paid in consideration therefor, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Election DeadlineCompany Stock Certificate(s) shall pass, only upon delivery of the Company Stock Certificate(s) (or affidavits of loss in lieu of such certificates)) (the “Letter of Transmittal”) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall reasonably be determined by CNB and reasonably be acceptable to Company and (ii) instructions for use in surrendering the Company Stock Certificate(s) in exchange for the Merger Consideration and any cash in lieu of fractional shares of CNB Common Stock to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.03(l) and any dividends or distributions to which such holder is entitled pursuant to Section 2.03(k). (p) Upon surrender to the Exchange Agent of its Company Stock Certificate(s), accompanied by a properly completed Letter of Transmittal, a Holder of Company Common Stock will be entitled to receive promptly after the Effective Time the Merger Consideration (elected or deemed elected by it, subject to Sections 2.01 and 2.02) in respect of the shares of Company Common Stock represented by its Company Stock Certificate. Until so surrendered, each such Company Stock Certificate shall represent after the Effective Time, for all purposes, only the right to receive the Merger Consideration and any cash in lieu of fractional shares of CNB Common Stock to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.03(l) and any dividends or distributions to which such holder is entitled pursuant to Section 2.03(k).

Election and Exchange Procedures. Each holder of record of shares of Company Common Stock (other than Dissenting Sharesi) ("Holder") shall have To receive the rightPer Share Accredited Closing Consideration, subject to the limitations set forth in this Article IIeach eligible Shareholder must certify, to submit an election in accordance with the following procedures:provisions of this Section 2.5(b) and the terms of the Letter of Transmittal, that such Shareholder is an “accredited investor” as defined in Rule 501 of the Securities Act (the “Certification”). (aii) Each Holder Accredited Shareholder may specify elect (the “Election”), in a request made in accordance with the provisions of this Section (herein called an "Election"2.5(b) (x) and the number terms of shares the Letter of Company Common Transmittal, to receive the Per Share Accredited Closing Preferred Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and (y) Consideration in lieu of the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Per Share Accredited Closing Cash ElectionConsideration. (biii) Parent shall prepare The Company will deliver or mail or will cause to be delivered or mailed to each holder of Shares (other than Restricted Shares) a letter of transmittal, substantially in the form reasonably acceptable to the Company of Exhibit G hereto (the "Form a “Letter of Election") Transmittal”), which shall specify (A) that delivery of Shares (other than Restricted Shares) shall be mailed effected only upon proper delivery of a fully completed and duly executed Letter of Transmittal together with the related certificates representing Shares (“Certificates”), if any, in accordance therewith to the Company's stockholders entitled to vote at , the Company Stockholders Meeting so Subsequent Surviving Corporation or the Exchange Agent, as applicable, (B) instructions for use in surrendering such Shares and receiving the applicable Per Share Merger Consideration in respect of the Shares evidenced thereby, and (C) in the case of Accredited Shareholders, instructions to permit eligible Shareholders to make the Company's stockholders to Certification and exercise their right to make an Election Election. (iv) The Company shall initially make available and mail the Letter of Transmittal, not less than twenty (20) business days prior to the anticipated Election Deadline (Deadline, to each Shareholder as defined in subsection (d)). (c) Parent shall make the Form of Election initially available at the time that the Proxy Statement (as defined herein) is made available to the stockholders of the Company, Business Day prior to such stockholdersmailing date, and following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form the Letter of Election Transmittal to any stockholder of the Company Shareholder who requests such Form Letter of Election following the initial mailing of the Forms of Election and Transmittal prior to the Election Deadline. In no event shall the Form of Election be made available less than twenty (20) days prior to the Election Deadline. (d) Any Election shall have been made properly only if the person authorized to receive Elections The time period between such mailing date and to act as exchange agent under this Agreement, which person shall be designated by Parent and reasonably acceptable to the Company (the "Exchange Agent"), shall have received, by 5:00 p.m. local time in the city in which the principal office of such Exchange Agent is located, on the date of the Election Deadline, a Form of Election properly completed and signed and accompanied by certificates of the shares of Company Common Stock (the "Company Stock Certificates") to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, "Election Deadline" means 5:00 p.m. on the date that is the day prior to the date of the Company Stockholder Meeting. The Company and Parent shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) business days before, and at least five (5) business days prior to, is referred to herein as the “Election DeadlinePeriod.”

Election and Exchange Procedures. Each holder of record of shares of Company Common Stock Shares (other than Company Common Shares owned directly by Company or Purchaser (other than Trust Account Common Shares or DPC Common Shares) and Dissenting Shares) whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.4 and any cash in lieu of fractional Purchaser Common Shares ("“Holder"”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.3 (herein called an "“Election"”) (x) the number of shares of whole Company Common Stock Shares owned by such Holder with respect to which such Holder desires to make a Stock Election and (y) the number of shares of whole Company Common Stock Shares owned by such Holder with respect to which such Holder desires to make a Cash Election. (b) Parent Purchaser shall prepare a form reasonably acceptable to the Company (the "“Form of Election"”) which shall be mailed to the Company's stockholders ’s shareholders entitled to vote at the Company Stockholders Shareholders’ Meeting so as to permit the Company's stockholders ’s shareholders to exercise their right to make an Election prior to the Election Deadline (as defined in subsection (d))Deadline. (c) Parent Purchaser shall make the Form of Election initially available at the time that the Proxy Statement (as defined herein) is made available to the stockholders shareholders of the Company, to such stockholdersshareholders, and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder shareholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. In no event shall the Form of Election be made available less than twenty (20) days prior to the Election Deadline. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be designated by Parent and reasonably acceptable to the Company (the "Exchange Agent"), Agent shall have received, by 5:00 p.m. local time in the city in which the principal office of such Exchange Agent is located, on the date of the Election Deadline, a Form of Election properly completed and signed and accompanied by certificates Certificates or evidence of the shares of Company Common Stock (the "Company Stock Certificates") Book-Entry Shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificatesCertificates or evidence of Book-Entry Shares, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such certificates Certificates or evidence of Book-Entry Shares are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Common Stock Shares covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by ParentPurchaser, in its sole discretion. As used herein, "“Election Deadline" ” means 5:00 p.m. on the date that is the day prior to the date of the Company Stockholder Shareholders’ Meeting. The Company and Parent Purchaser shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) business days before, and at least five (5) business days prior to, the Election Deadline.