Common use of Election and Proration Procedures Clause in Contracts

Election and Proration Procedures. (a) Parent shall prepare and file an election form in such form and substance reasonably acceptable to Parent and the Company (which form shall include the items described in clause (i) and (ii) of Section 2.3(b)) (the “Election Form”) as an exhibit to the Registration Statement. Parent shall direct and cause the Exchange Agent to mail the Election Form with the Proxy Statement/Prospectus to all persons who are record holders of the Shares as of the record date for the Company Stockholder Meeting (the “Mailing Date”). Each Election Form shall permit a record holder of Shares (or the beneficial owner through appropriate and customary documentation and instructions) to specify (x) the number of such holder’s Shares with respect to which such holder makes a Mixed Election (each such share, a “Mixed Election Share”), (y) the number of such holder’s Shares with respect to which such holder makes a Cash Election (each such share, a “Cash Election Share”) and (z) the number of such holder’s Shares with respect to which such holder makes a Stock Election (each such share, a “Stock Election Share”). (b) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Shares between the record date for the Company Stockholder Meeting and the close of business on the Business Day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (c) Any Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form (including duly executed transmittal materials included with the Election Form) on or before 5:00 p.m., Eastern Time, on the date that is one Business Day immediately preceding the Company Stockholder Meeting (or such other time and date as Parent and the Company shall agree in writing) (the “Election Deadline”) (other than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) shall be deemed to be “No Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares. An Election Form shall be effective and properly made and completed if the Exchange Agent shall have actually received at its designated office by the Election Deadline, an Election Form (including duly executed transmittal materials included with the Election Form) properly completed and signed and accompanied by (i) Certificates representing the Shares to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election Form. The Election Form shall specify that delivery shall be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked or changed by the authorized Person properly submitting such Election Form, by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the Shares represented by such Election Form shall become No Election Shares, except to the extent a subsequent election is properly made with respect to any or all of Shares prior to the Election Deadline. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company, Merger Sub or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form.

Election and Proration Procedures. (a) Concurrent with the mailing of the Joint Proxy Statement/Prospectus, or such other date as Parent and BFTL shall prepare and file mutually agree (the “Mailing Date”), an election form in such form and substance reasonably acceptable to Parent and the Company (which form shall include the items described in clause (i) and (ii) of Section 2.3(b)) (the an “Election Form”) as an exhibit to the Registration Statement. Parent shall direct and cause the Exchange Agent to mail the Election Form ), together with the Proxy Statement/Prospectus transmittal materials described in Section 3.3 below, shall be mailed to all persons who are each holder of BFTL Common Stock of record holders of the Shares as of the record date for the Company Stockholder Meeting special meeting of shareholders of BFTL (the “Mailing Record Date”) by the exchange agent selected by Parent and reasonably acceptable to BFTL (the “Exchange Agent”). Each BFTL shall provide all information reasonably necessary for the Exchange Agent to perform its obligations as specified herein. (b) Subject to the provisions of this Article 3 (including, without limitation, Sections 3.2(e) and (f)), each Election Form shall permit a record entitle the holder of Shares BFTL Common Stock (or the beneficial owner through appropriate and customary documentation and instructions) to specify elect to receive (xi) the number Stock Consideration for all of such holder’s Shares with respect to which such holder makes a Mixed Election shares (each such share, a “Mixed Election ShareStock Election”), (yii) the number Cash Consideration for all of such holder’s Shares with respect to which such holder makes a Cash Election shares (each such share, a “Cash Election ShareElection”) and ), (ziii) the number Mixed Consideration for all of such holder’s Shares with respect shares (a “Mixed Election”), or (iv) make no election (a “Non-Election”). Holders of record of BFTL Common Stock who hold such shares as nominees, trustees or in other representative capacity (a “Holder Representative”) may submit multiple Election Forms, provided that such Holder Representative certifies that each such Election Form covers all of the shares of BFTL Common Stock held by that Holder Representative for a particular beneficial owner. The shares of BFTL Common Stock as to which such holder makes a Stock Election has been made (each such share, including pursuant to a Mixed Election) are referred to herein as “Stock Election ShareShares” and the aggregate number thereof is referred to herein as the “Stock Election Number.” The shares of BFTL Common Stock as to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as “Cash Election Shares” and the aggregate number thereof is referred to as the “Cash Election Number.” Shares of BFTL Common Stock as to which no election has been made (or as to which an Election Form is not properly completed or returned in a timely fashion) are referred to as “Non-Election Shares.”). (bc) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons persons who become holders (or beneficial owners) of Shares BFTL Common Stock between the record date for the Company Stockholder Meeting Record Date and the close of business on the Business Day prior to the Election DeadlineEffective Time, and the Company BFTL shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (cd) Any Shares with respect to which the Exchange Agent has not received an To be effective, a properly completed Election Form (including duly executed transmittal materials included with must be received by the Election Form) Exchange Agent on or before 5:00 4:00 p.m., Eastern Timelocal time, on the date that is one Business Day immediately preceding the Company Stockholder Meeting (or such other time and date as Parent and the Company shall Parties may mutually agree in writing) (the “Election Deadline”) (other than Shares to be cancelled ), but in accordance with Section 2.1(c) and other than Dissenting Shares) no event shall be deemed to be “No Election Shares,” and later than seven calendar days following the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election SharesEffective Time. An Election Form election shall be effective and have been properly made and completed only if the Exchange Agent shall have actually received at its designated office a properly completed Election Form by the Election Deadline, an . An Election Form (including duly executed transmittal materials included with the shall be deemed properly completed only if accompanied by one or more certificates, if applicable, representing all shares of BFTL Common Stock covered by such Election Form) properly completed and signed and accompanied by (i) Certificates representing , or the Shares to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of guaranteed delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” certificates (as defined in Rule 17Ad-15 under the Exchange Act); providedor customary affidavits and, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents if required by Parent, indemnification regarding the procedures set forth in the Election Form. The Election Form shall specify that delivery shall be madeloss or destruction of such certificates), and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Bookduly completed transmittal materials. For the holders of BFTL Common Stock who make a Non-Entry Shares representing such Shares Election, subject to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafterSection 3.2(f), Parent shall cause have the authority (which Parent may delegate to the Exchange Agent Agent) to effect determine the following prorations type of consideration constituting the Per Share Merger Price to be exchanged for the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Non-Election Amount is greater than the Available Cash Election AmountShares. Any BFTL shareholder may at any time prior to, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fractionbut not after, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked Deadline change his or changed by the authorized Person properly submitting such Election Form, her election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Election Form. Any BFTL shareholder may, at 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 or by withdrawal prior to the Election Deadline of his or her certificates, or of the guarantee of delivery of such certificates. In the event an If a BFTL shareholder either (i) does not submit a properly completed Election Form is revoked by the Election Deadline or (ii) revokes its Election Form prior to the Election Deadline but does not submit a new properly executed Election Form prior to the Election Deadline, the Shares represented shares of BFTL Common Stock held by such Election Form BFTL shareholder shall become No be designated as Non-Election Shares, except to the extent a subsequent election is properly made with respect to any or all of Shares prior to the Election Deadline. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None . (e) The number of Parentshares of BFTL Common Stock to be converted into the right to receive the Cash Consideration shall be equal to 20% of the number of shares of BFTL Common Stock outstanding immediately prior to the Effective Time (the “Aggregate Cash Limit”), and the Companynumber of shares of BFTL Common Stock to be converted into the right to receive the Stock Consideration shall be equal to 80% of the number of shares of BFTL Common Stock outstanding immediately prior to the Effective Time (the “Aggregate Stock Limit”). (f) Within ten business days after the Election Deadline, Merger Sub or Parent shall cause the Exchange Agent to effect the allocation among holders of BFTL Common Stock of rights to receive the Per Share Merger Price and to distribute such as follows: (i) if the Stock Election Number exceeds the Aggregate Stock Limit, then all Cash Election Shares and all Non-Election Shares shall be under any obligation converted into the right to notify any Person receive the Cash Consideration, and the Stock Election Shares shall be converted into the right to receive (A) the Stock Consideration in respect of any defect that number of Stock Election Shares equal to the product obtained by multiplying (1) the number of Stock Election Shares held by such holder by (2) a fraction, the numerator of which is the Aggregate Stock Limit and the denominator of which is the Stock Election Number, plus (B) the Cash Consideration in an respect of the remaining number of such Stock Election FormShares; (ii) if the Cash Election Number exceeds the Aggregate Cash Limit, then all Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and the Cash Election Shares shall be converted into the right to receive (A) the Cash Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (1) the number of Cash Election Shares held by such holder by (2) a fraction, the numerator of which is the Aggregate Cash Limit, and the denominator of which is the Cash Election Number, plus (B) the Stock Consideration in respect of the remaining number of such Cash Election Shares; and (iii) if the Stock Election Number and the Cash Election Number do not exceed the Aggregate Stock Limit and the Aggregate Cash Limit, respectively, then (i) all Cash Election Shares shall be converted into the right to receive the Cash Consideration, (ii) all Stock Election Shares shall be converted into the right to receive the Stock Consideration, and (iii) all Non-Election Shares shall be converted into the right to receive the Cash Consideration and/or the Stock Consideration such that the aggregate number of shares of BFTL Common Stock entitled to receive the Cash Consideration is equal to the Aggregate Cash Limit and the aggregate number of shares of BFTL Common Stock entitled to receive the Stock Consideration is equal to the Aggregate Stock Limit. Notwithstanding anything in this Section 3.2(f) to the contrary, if the Cash Election Number exceeds the Aggregate Cash Limit, then Parent shall have the right, at its sole discretion, to increase the Aggregate Cash Limit, (the “Revised Aggregate Cash Limit”) and effect the allocation set forth in this Section 3.2(f) using the Revised Aggregate Cash Limit; provided, however, that such Revised Aggregate Cash Limit does not exceed 22% and that such increase in the Aggregate Cash Limit does not prohibit the Merger from being treated for federal income Tax purposes as a reorganization within the meaning of Section 368(a) of the Code.

Election and Proration Procedures. (a) Parent shall prepare and file an An election form in such form and substance reasonably acceptable to as Parent and the Company PLMT shall agree (which form shall include the items described in clause (i) and (ii) of Section 2.3(b)) (the an “Election Form”) shall be mailed on the Mailing Date (as an exhibit defined below) to each holder of record of PLMT Common Stock. Unless another date is agreed to by Parent and PLMT prior to the Effective Time, the “Mailing Date” shall be the date on which the Proxy/Registration StatementStatement is first mailed to holders of PLMT Common Stock. Parent shall direct and cause the Exchange Agent to mail the make available Election Form with the Proxy Statement/Prospectus to Forms as may be reasonably requested by all persons who are record become holders of the Shares as of PLMT Common Stock after the record date for eligibility to vote at the PLMT Shareholders’ Meeting and prior to the Election Deadline (as defined herein), and PLMT shall provide to Continental Stock Transfer & Trust Company Stockholder Meeting or such other exchange agent selected by Parent and reasonably acceptable to PLMT (the “Mailing DateExchange Agent”). ) all information reasonably necessary for it to perform its obligations as specified herein. (b) Each Election Form shall permit a record entitle the holder of Shares PLMT Common Stock (or the beneficial owner through appropriate and customary documentation and instructions) to specify elect to receive (xi) the number Stock Consideration for all of such holder’s Shares with respect to which such holder makes a Mixed Election shares (each such share, a “Mixed Election ShareStock Election”), (yii) the number Cash Consideration for all of such holder’s Shares with respect to which such holder makes a Cash Election shares (each such share, a “Cash Election ShareElection”) and ), (ziii) the number Mixed Consideration for all of such holder’s Shares with respect shares (a “Mixed Election”) or (iv) make no election (a “Non-Election”). Holders of record of PLMT Common Stock who hold such shares as nominees, trustees or in other representative capacity (a “Holder Representative”) may submit multiple Election Forms, provided that such Holder Representative certifies that each such Election Form covers all of the shares of PLMT Common Stock held by that Holder Representative for a particular beneficial owner. The shares of PLMT Common Stock as to which such holder makes a Stock Election has been made (each such share, including pursuant to a Mixed Election) are referred to herein as “Stock Election Share”)Shares” and the aggregate number thereof is referred to herein as the “Stock Election Number. ” The shares of PLMT Common Stock as to which a Cash Election has been made (bincluding pursuant to a Mixed Election) Parent shall make available one or more are referred to herein as “Cash Election Forms Shares” and the aggregate number thereof is referred to as may reasonably be requested from time the “Cash Election Number.” Shares of PLMT Common Stock as to time by all Persons who become holders which no election has been made (or beneficial ownersas to which an Election Form is not properly completed or returned in a timely fashion) of Shares between the record date for the Company Stockholder Meeting and the close of business on the Business Day prior are referred to the as “Non-Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified hereinShares.” (c) Any Shares with respect to which the Exchange Agent has not received an To be effective, a properly completed Election Form (including duly executed transmittal materials included with must be received by the Election Form) Exchange Agent on or before 5:00 p.m., Eastern Time, on prior to the date that is one Business Day immediately preceding of the Company Stockholder PLMT’s Shareholders’ Meeting (or such other time and date as Parent and the Company shall Parties may mutually agree in writingprior to the Effective Time) (the “Election Deadline”) (other than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) shall be deemed to be “No Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares). An Election Form election shall be effective and have been properly made and completed only if the Exchange Agent shall have actually received at its designated office a properly completed Election Form by the Election Deadline. For the holders of PLMT Common Stock who make a Non-Election, an Election Form (including duly executed transmittal materials included with the Election Form) properly completed and signed and accompanied by (i) Certificates representing the Shares subject to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election Form. The Election Form shall specify that delivery shall be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafterSection 3.2(e), Parent shall cause have the Exchange Agent authority to effect determine the following prorations type of consideration constituting the Per Share Purchase Price to be exchanged for the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Non-Election Amount is greater than the Available Cash Election AmountShares. Any PLMT shareholder may at any time prior to, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fractionbut not after, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked Deadline change his or changed by the authorized Person properly submitting such Election Form, her election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Election Form. Any PLMT shareholder may, at 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 or by withdrawal prior to the Election Deadline of his or her Certificates, or of the guarantee of delivery of such Certificates. In All elections shall be revoked automatically if the event an Exchange Agent is notified in writing by either Party that this Agreement has been terminated prior to the Effective Time pursuant to Section 9.1 of this Agreement. If a shareholder either (i) does not submit a properly completed Election Form is revoked by the Election Deadline or (ii) revokes its Election Form prior to the Election Deadline but does not submit a new properly executed Election Form prior to the Election Deadline, the Shares represented shares of PLMT Common Stock held by such Election Form shareholder shall become No be designated as Non-Election Shares, except to the extent a subsequent election is properly made with respect to any or all of Shares prior to the Election Deadline. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None . (d) The number of Parentshares of PLMT Common Stock to be converted into the right to receive the Cash Consideration shall be equal to 30% of the number of shares of PLMT Common Stock outstanding immediately prior to the Effective Time (the “Aggregate Cash Limit”) and the number of shares of PLMT Common Stock to be converted into the right to receive the Stock Consideration shall be equal to 70% of the number of shares of PLMT Common Stock outstanding immediately prior to the Effective Time (the “Aggregate Stock Limit”). (e) Within three business days after the later to occur of the Election Deadline or the Effective Time, the Company, Merger Sub or Parent shall cause the Exchange Agent to effect the allocation among holders of PLMT Common Stock of Rights to receive the Per Share Purchase Price and to distribute such as follows: (i) if the Stock Election Number exceeds the Aggregate Stock Limit, then all Cash Election Shares and all Non-Election Shares shall be under any obligation converted into the right to notify any Person receive the Cash Consideration, and each Stock Election Share shall be converted into the right to receive (A) the Stock Consideration in respect of any defect that number of Stock Election Shares equal to the product obtained by multiplying (1) the number of Stock Election Shares held by such holder by (2) a fraction, the numerator of which is the Aggregate Stock Limit and the denominator of which is the Stock Election Number and (B) the Cash Consideration in an respect of the remaining number of such Stock Election FormShares; (ii) if the Cash Election Number exceeds the Aggregate Cash Limit, then all Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and each Cash Election Share shall be converted into the right to receive (A) the Cash Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (1) the number of Cash Election Shares held by such holder by (2) a fraction, the numerator of which is the Aggregate Cash Limit and the denominator of which is the Cash Election Number and (B) the Stock Consideration in respect of the remaining number of such Cash Election Shares; and (iii) if the Stock Election Number and the Cash Election Number do not exceed the Aggregate Stock Limit and the Aggregate Cash Limit, respectively, then (i) all Cash Election Shares shall be converted into the right to receive the Cash Consideration, (ii) all Stock Election Shares shall be converted into the right to receive the Stock Consideration, and (iii) all Non-Election Shares shall be converted into the right to receive the Cash Consideration and/or the Stock Consideration such that the aggregate number of shares of PLMT Common Stock entitled to receive the Cash Consideration is equal to the Aggregate Cash Limit and the aggregate number of shares of PLMT Common Stock entitled to receive the Stock Consideration is equal to the Aggregate Stock Limit.

Election and Proration Procedures. (a) Parent shall prepare Unless different timing is agreed to by Carolina Financial and file Carolina Trust, as soon as reasonably practicable after the Effective Time, but in any event no more than ten days after the Effective Time, an election form in such form and substance reasonably acceptable to Parent and the Company (which form shall include the items described in clause (i) and (ii) of Section 2.3(b)) (the an “Election Form”), together with the transmittal materials described in Section 3.3 below, shall be mailed to each holder of Carolina Trust Common Stock of record at the Effective Time by the exchange agent selected by Carolina Financial and reasonably acceptable to Carolina Trust (the “Exchange Agent”). Carolina Trust shall provide (or use reasonable efforts to cause its registrar and transfer agent to provide) as an exhibit to the Registration Statement. Parent shall direct and cause all information reasonably necessary for the Exchange Agent to mail perform its obligations as specified herein. (b) Subject to the Election Form with the Proxy Statement/Prospectus to all persons who are record holders provisions of the Shares as of the record date for the Company Stockholder Meeting this Article 3 (the “Mailing Date”including, without limitation, Sections 3.2(d) and (e). Each ), each Election Form shall permit a record entitle the holder of Shares Carolina Trust Common Stock (or the beneficial owner through appropriate and customary documentation and instructions) to specify elect to receive (xi) the number Cash Consideration for all of such holder’s Shares with respect to which such holder makes a Mixed Election shares (each such share, a “Mixed Election ShareCash Election”), (yii) the number Stock Consideration for all of such holder’s Shares with respect to which such holder makes a Cash Election shares (each such share, a “Cash Election ShareStock Election”) and ), (ziii) the number Mixed Consideration for all of such holder’s Shares with respect shares (a “Mixed Election”), or (iv) make no election (a “Non-Election”). Holders of record of Carolina Trust Common Stock who hold such shares as nominees, trustees or in other representative capacity (a “Holder Representative”) may submit multiple Election Forms, provided that such Holder Representative certifies that each such Election Form covers all of the shares of Carolina Trust Common Stock held by that Holder Representative for a particular beneficial owner. The shares of Carolina Trust Common Stock as to which such holder makes a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as “Cash Election Shares” and the aggregate number thereof is referred to as the “Cash Election Number.” The shares of Carolina Trust Common Stock as to which a Stock Election has been made (each such share, including pursuant to a Mixed Election) are referred to herein as “Stock Election Share”)Shares” and the aggregate number thereof is referred to herein as the “Stock Election Number. (b) Parent shall make available one or more Election Forms ” Shares of Carolina Trust Common Stock as may reasonably be requested from time to time by all Persons who become holders which no election has been made (or beneficial ownersas to which an Election Form is not properly completed or returned in a timely fashion) of Shares between the record date for the Company Stockholder Meeting and the close of business on the Business Day prior are referred to the as “Non-Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified hereinShares.” (c) Any Shares with respect to which the Exchange Agent has not received an To be effective, a properly completed Election Form (including duly executed transmittal materials included with must be received by the Election Form) Exchange Agent on or before 5:00 4:00 p.m., Eastern Time, local time on the date that is one Business Day immediately preceding the Company Stockholder Meeting (or such other time and date as Parent and the Company shall Parties may mutually agree in writing) (the “Election Deadline”) (other than Shares to be cancelled ), which, in accordance with Section 2.1(c) and other than Dissenting Shares) no event, shall be deemed to be “No Election Shares,” and later than 45 calendar days following the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election SharesEffective Time. An Election Form election shall be effective and have been properly made and completed only if the Exchange Agent shall have actually received at its designated office a properly completed Election Form by the Election Deadline. With respect to any holder that owns one or more shares of Carolina Trust Common Stock in certificate form, an Election Form (including duly executed transmittal materials included with the shall be deemed properly completed only if accompanied by all Certificates representing all shares of Carolina Trust Common Stock covered by such Election Form) properly completed and signed and accompanied by (i) Certificates representing , or the Shares to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of guaranteed delivery of such Certificates as set forth in (or customary affidavits and, if required by the Carolina Financial, indemnification regarding the loss or destruction of such Election Form from Certificates), together with duly completed transmittal materials. For the holders of Carolina Trust Common Stock who make a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange ActNon-Election, subject to Section 3.2(e); provided, that such Certificates are in fact delivered to the Exchange Agent by shall have the authority to determine the type of consideration constituting the Per Share Purchase Price to be exchanged for the Non-Election Shares. Any Carolina Trust shareholder may at any time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Sharesprior to, the documents required by the procedures set forth in the Election Form. The Election Form shall specify that delivery shall be madebut not after, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (change such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked or changed by the authorized Person properly submitting such Election Form, shareholder’s election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Election Form. Any Carolina Trust shareholder may, at any time prior to the Election Deadline, revoke such shareholder’s election by written notice received by the Exchange Agent prior to the Election Deadline or by withdrawal prior to the Election Deadline of such shareholder’s Certificates, or of the guarantee of delivery of such Certificates. In All elections shall be revoked automatically if the event an Exchange Agent is notified in writing by either party that this Agreement has been terminated pursuant to the applicable Section of Article 9 of this Agreement. If a Carolina Trust shareholder either (i) does not submit a properly completed Election Form is revoked by the Election Deadline, or (ii) revokes such shareholder’s Election Form prior to the Election Deadline but does not submit a new properly executed Election Form prior to the Election Deadline, the Shares represented shares of Carolina Trust Common Stock held by such Election Form Carolina Trust shareholder shall become No be designated as Non-Election Shares, except to the extent a subsequent election is properly made with respect to any or all of Shares prior to the Election Deadline. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None . (d) The number of Parentshares of Carolina Trust Common Stock to be converted into the right to receive the Cash Consideration shall be equal as nearly as possible to 10% of the number of shares of Carolina Trust Common Stock outstanding immediately prior to the Effective Time (the “Aggregate Cash Limit”) and the number of shares of Carolina Trust Common Stock to be converted into the right to receive the Stock Consideration shall be equal as nearly as possible to 90% of the number of shares of Carolina Trust Common Stock outstanding immediately prior to the Effective Time (the “Aggregate Stock Limit”). (e) Within seven business days after the Election Deadline, the Company, Merger Sub or Carolina Financial shall cause the Exchange Agent to effect the allocation among holders of Carolina Trust Common Stock of rights to receive the Per Share Purchase Price and to distribute such as follows: (i) if the Cash Election Number exceeds the Aggregate Cash Limit, then all Stock Election Shares and all Non-Election Shares shall be under any obligation converted into the right to notify any Person receive the Stock Consideration, and each Cash Election Share shall be converted into the right to receive (A) the Cash Consideration in respect of any defect that number of Cash Election Shares equal to the product obtained by multiplying (1) the number of Cash Election Shares held by such holder by (2) a fraction, the numerator of which is the Aggregate Cash Limit and the denominator of which is the Cash Election Number, and (B) the Stock Consideration for those Cash Election Shares which were not converted into the right to receive Cash Consideration as a result of the Cash Election Number exceeding the Aggregate Cash Limit; (ii) if the Stock Election Number exceeds the Aggregate Stock Limit, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and each Stock Election Share shall be converted into the right to receive (A) the Stock Consideration in an respect of that number of Stock Election FormShares equal to the product obtained by multiplying (1) the number of Stock Election Shares held by such holder by (2) a fraction, the numerator of which is the Aggregate Stock Limit and the denominator of which is the Stock Election Number, and (B) the Cash Consideration for those Stock Election Shares which were not converted into the right to receive Stock Election Shares as a result of the Stock Election Number exceeding the Aggregate Stock Limit; and (iii) if the Cash Election Number and the Stock Election Number do not exceed the Aggregate Cash Limit and the Aggregate Stock Limit, respectively, then (i) all Cash Election Shares shall be converted into the right to receive the Cash Consideration, (ii) all Stock Election Shares shall be converted into the right to receive the Stock Consideration, and (iii) all Non-Election Shares shall be converted into the right to receive the Cash Consideration and/or the Stock Consideration such that the aggregate number of shares of Carolina Trust Common Stock entitled to receive the Cash Consideration is equal to the Aggregate Cash Limit and the aggregate number of shares of Carolina Trust Common Stock entitled to receive the Stock Consideration is equal to the Aggregate Stock Limit.

Election and Proration Procedures. (a) Parent shall prepare and file an An election form in such form as United Financial Bancorp and substance reasonably acceptable to Parent and the Company CNB Financial shall mutually agree (which form shall include the items described in clause (i) and (ii) of Section 2.3(b)) (the an “Election Form”) as an exhibit shall be mailed to the Registration Statement. Parent shall direct and cause the Exchange Agent to mail the Election Form with the Proxy Statement/Prospectus to all persons who are each holder of record holders of the Shares CNB Financial Common Stock as of the record date for eligibility to vote on the Company Stockholder Meeting Merger. United Financial Bancorp shall make available as many Election Forms as may be reasonably requested by all persons who become holders of CNB Financial Shares after the record date for eligibility to vote on the Merger and prior to the Election Deadline (as defined herein), and CNB Financial shall provide to the “Mailing Date”). Exchange Agent (as defined herein) all information reasonably necessary for it to perform its obligations as specified herein. (b) Each Election Form shall permit a record entitle the holder of Shares shares of CNB Financial Common Stock (or the beneficial owner through appropriate and customary documentation and instructions) to specify (xi) elect to receive the number Per Share Stock Consideration for all of such holder’s Shares with respect to which such holder makes a Mixed Election shares (each such share, a “Mixed Election ShareStock Election”), (yii) elect to receive the number Per Share Cash Consideration for all of such holder’s Shares with respect to which such holder makes a Cash Election shares (each such share, a “Cash Election ShareElection”), (iii) and (z) elect to receive the number Per Share Stock Consideration for a portion of such holder’s Shares with respect shares as specified by such holder and the Per Share Cash Consideration for the remainder of such holder ’s shares (a “Mixed Election”) or (iv) make no election (a “Non-election”). Holders of record of shares of CNB Financial Common Stock who hold such shares as nominees, trustees or in other representative capacity (a “Representative”) may submit multiple Election Forms, provided that such Representative certifies that each such Election Form covers all of the shares of CNB Common Stock held by that Representative for a particular beneficial owner. The shares of CNB Financial Common Stock as to which such holder makes a Stock Election has been made (each such share, including pursuant to a Mixed Election) are referred to herein as “Stock Election Share”). (b) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Shares between the record date for the Company Stockholder Meeting Shares” and the close aggregate number thereof is referred to herein as the “Stock Election Number.” The shares of business on the Business Day prior CNB Financial Common Stock as to the which a Cash Election Deadline, has been made (including pursuant to a Mixed Election) are referred to herein as “Cash Election Shares” and the Company shall provide aggregate number thereof is referred to as the Exchange Agent all information reasonably necessary for it “Cash Election Number”. Shares of CNB Financial Common Stock as to perform which no election has been made are referred to as specified herein“Non-election Shares.” (c) Any Shares with respect to which the Exchange Agent has not received an To be effective, a properly completed Election Form must be received by an independent agent appointed by United Financial Bancorp (including duly executed transmittal materials included with the Election Form“Exchange Agent”) on or before 5:00 4:00 p.m., Eastern Time, Time on the date that is one Business Day third business day immediately preceding CNB Financial’s stockholders’ meeting to consider the Company Stockholder Meeting (Merger or on such other date or time and date as Parent and the Company shall Parties may mutually agree in writing) (the “Election Deadline”) (other than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) shall be deemed to be “No Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares). An Election Form election shall be effective and have been properly made and completed only if the Exchange Agent shall have actually received at its designated office a properly completed Election Form by the Election Deadline, an Election Form (including duly executed transmittal materials included with the Election Form) properly completed and signed and accompanied by (i) Certificates representing the Shares to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election Form. The An Election Form shall specify that delivery shall be made, and risk deemed properly completed only if accompanied by one or more certificates representing all shares of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied CNB Financial Common Stock covered by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked or changed by the authorized Person properly submitting such Election Form, or the guaranteed delivery of such certificates (or customary affidavits and, if required by United Financial Bancorp, indemnification regarding the loss or destruction of such certificates), together with duly completed transmittal materials. Any CNB Financial stockholder may at any time prior to the Election Deadline change his or her election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Election Form. Any CNB Financial stockholder may, at 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 or by withdrawal prior to the Election Deadline of his or her certificates, or of the guarantee of delivery of such certificates. In All elections shall be revoked automatically if the event an exchange agent is notified in writing by either Party that this Agreement has been terminated. If a stockholder either (i) does not submit a properly completed Election Form is revoked by the Election Deadline or (ii) revokes its Election Form prior to the Election Deadline but does not submit a new properly executed Election Form prior to the Election Deadline, the shares of Shares represented of CNB Financial Common Stock held by such Election Form stockholder shall become No Election be designated as Non-election Shares, except to the extent a subsequent election is properly made with respect to any or all of Shares prior to the Election Deadline. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None . (d) The number of Parentshares of CNB Financial Common Stock to be converted into the right to receive the Per Share Cash Consideration shall be equal to 50% of the number of Shares of CNB Financial Common Stock outstanding immediately prior to the Effective Time less the number of Dissenting Shares (the “Aggregate Cash Limit”) and the number of CNB Financial Shares to be converted into the right to receive the Per Share Stock Consideration shall be equal to 50% of the number of CNB Financial Shares outstanding immediately prior to the Effective Time (the “Aggregate Stock Limit”). (e) Within five business days after the later to occur of the Election Deadline or the Effective Time, the Company, Merger Sub or United Financial Bancorp shall cause the Exchange Agent to effect the allocation among holders of CNB Financial Shares of rights to receive the Per Share Stock Consideration or the Per Share Cash Consideration and to distribute such as follows: (i) if the Stock Election Number exceeds the Aggregate Stock Limit, then all Cash Election Shares and all Non-Election Shares shall be under converted into the right to receive the Per Share Cash Consideration, and each holder of Stock Election Shares shall be entitled to receive (A) the Per Share Stock Consideration in respect of that number of Stock Election Shares equal to the product obtained by multiplying (1) the number of Stock Election Shares held by such holder by (2) a fraction, the numerator of which is the Aggregate Stock Limit and the denominator of which is the Stock Election Number and (B) the Per Share Cash Consideration in respect of the remaining number of such Stock Election Shares; (ii) if the Cash Election Number exceeds the Aggregate Cash Limit, then all Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Per Share Stock Consideration, and each holder of Cash Election Shares shall be entitled to receive (A) the Per Share Cash Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (1) the number of Cash Election Shares held by such holder by (2) a fraction, the numerator of which is the Aggregate Cash Limit and the denominator of which is the Cash Election Number and (B) the Per Share Stock Consideration in respect of the remaining number of such Cash Election Shares; and (iii) if the Stock Election Number and the Cash Election Number do not exceed the Aggregate Stock Limit and the Aggregate Cash Limit, respectively, then (i) all Cash Election Shares shall be converted into the right to receive the Per Share Cash Consideration, (ii) all Stock Election Shares shall be converted into the right to receive the Per Share Stock Consideration, and (iii) all Non-Election Shares shall be converted into the right to receive a combination of the Per Share Cash Consideration and the Per Share Stock Consideration such that the aggregate number of CNB Financial Shares entitled to receive the Per Share Cash Consideration is equal to the Aggregate Cash Limit and the aggregate number of CNB Financial Shares entitled to receive the Per Share Stock Consideration is equal to the Aggregate Stock Limit. (f) Notwithstanding any obligation other provision of this Agreement, no fraction of a share of United Financial Bancorp Common Stock and no certificates or scrip therefor will be issued in the Merger; instead, United Financial Bancorp shall pay to notify any Person each holder of any defect CNB Financial Common Stock who would otherwise be entitled to a fraction of a share of United Financial Bancorp Common Stock an amount in an Election Formcash, rounded to the nearest cent, determined by multiplying such fraction by the Per Share Cash Consideration. (g) As of the Effective Time, each Excluded Share, other than Dissenters’ Shares, shall be canceled and retired and shall cease to exist, and no exchange or payment shall be made with respect thereto. All shares of United Financial Bancorp Common Stock that are held by CNB Financial, if any, other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted, shall be canceled and shall constitute authorized but unissued shares. In addition, no Dissenters’ Shares shall be converted into shares of United Financial Bancorp Common Stock pursuant to this Section 2.6 but instead shall be treated in accordance with the provisions set forth in Section 2.12 of this Agreement.

Election and Proration Procedures. (a) Parent shall prepare and file an An election form in such form and substance reasonably acceptable to Parent and the Company (which form shall include the items described in clause (i) and (ii) of Section 2.3(b)) (the an “Election Form”) as an exhibit shall be mailed to each holder of Seller Common Stock on or about two weeks prior to the Registration Statement. Parent shall direct and cause the Exchange Agent to mail the Election Form with the Proxy Statement/Prospectus to all persons who are record holders mailing of the Shares as transmittal materials referred to in Section 3.3 below which shall be mailed to each holder of Seller Common Stock of record at the record date for Effective Time. The Seller shall provide to the Company Stockholder Meeting exchange agent selected by the Buyer (the “Mailing DateExchange Agent”). ) all information reasonably necessary for it to perform its obligations as specified herein. (b) Each Election Form shall permit a record entitle the holder of Shares Seller Common Stock (or the beneficial owner through appropriate and customary documentation and instructions) to specify elect to receive (xi) the number Stock Consideration for all of such holder’s Shares with respect to which such holder makes a Mixed Election shares (each such share, a “Mixed Election ShareStock Election”), (yii) the number Cash Consideration for all of such holder’s Shares with respect to which such holder makes a Cash Election shares (each such share, a “Cash Election ShareElection”) and ), (ziii) the number Mixed Consideration for all of such holder’s Shares with respect shares (a “Mixed Election”) or (iv) make no election (a “Non-Election”). Holders of record of Seller Common Stock who hold such shares as nominees, trustees or in other representative capacity (a “Holder Representative”) may submit multiple Election Forms, provided that such Holder Representative certifies that each such Election Form covers all of the shares of Seller Common Stock held by that Holder Representative for a particular beneficial owner. The shares of Seller Common Stock as to which such holder makes a Stock Election has been made (each such share, including pursuant to a Mixed Election) are referred to herein as “Stock Election ShareShares” and the aggregate number thereof is referred to herein as the “Stock Election Number.” The shares of Seller Common Stock as to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as “Cash Election Shares” and the aggregate number thereof is referred to as the “Cash Election Number”). (b) Parent shall make available one or more Election Forms . Shares of Seller Common Stock as may reasonably be requested from time to time by all Persons who become holders which no election has been made (or beneficial ownersas to which an Election Form is not properly completed or returned in a timely fashion) of Shares between the record date for the Company Stockholder Meeting and the close of business on the Business Day prior are referred to the as “Non-Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified hereinShares.” (c) Any Shares with respect to which the Exchange Agent has not received an To be effective, a properly completed Election Form (including duly executed transmittal materials included with must be received by the Election Form) Exchange Agent on or before 5:00 4:00 p.m., Eastern Time, local time on the date that is one Business Day immediately preceding the Company Stockholder Meeting (or such other time and date as Parent and the Company shall Parties may mutually agree in writing) (the “Election Deadline”) (other than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) shall be deemed to be “No Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares). An Election Form election shall be effective and have been properly made and completed only if the Exchange Agent shall have actually received at its designated office a properly completed Election Form by the Election Deadline, an Election Form (including duly executed transmittal materials included with the Election Form) properly completed and signed and accompanied by (i) Certificates representing the Shares to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election Form. The An Election Form shall specify that delivery shall be made, and risk deemed properly completed only if accompanied by one or more certificates representing all shares of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied Seller Common Stock covered by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked or changed by the authorized Person properly submitting such Election Form, or the guaranteed delivery of such certificates (or customary affidavits and, if required by the Buyer, indemnification regarding the loss or destruction of such certificates), together with duly completed transmittal materials. For the holders of Seller Common Stock who make a Non-Election, subject to Section 3.2(e), the Exchange Agent shall have the authority to determine the type of consideration constituting the Per Share Purchase Price to be exchanged for the Non-Election Shares. Any Seller shareholder may at any time prior to, but not after, the Election Deadline change his or her election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Election Form. Any Seller shareholder may, at 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 or by withdrawal prior to the Election Deadline of his or her certificates, or of the guarantee of delivery of such certificates. In All elections shall be revoked automatically if the event an Exchange Agent is notified in writing by either party that this Agreement has been terminated. If a shareholder either (i) does not submit a properly completed Election Form is revoked by the Election Deadline or (ii) revokes its Election Form prior to the Election Deadline but does not submit a new properly executed Election Form prior to the Election Deadline, the Shares represented shares of Seller Common Stock held by such Election Form shareholder shall become No be designated as Non-Election Shares, except to the extent a subsequent election is properly made with respect to any or all of Shares prior to the Election Deadline. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None . (d) The number of Parentshares of Seller Common Stock to be converted into the right to receive the Cash Consideration shall be equal to 19.5% of the number of shares of Seller Common Stock outstanding immediately prior to the Effective Time (the “Aggregate Cash Limit”) and the number of shares of Seller Common Stock to be converted into the right to receive the Stock Consideration shall be equal to 80.5% of the number of shares of Seller Common Stock outstanding immediately prior to the Effective Time (the “Aggregate Stock Limit”). (e) Within ten business days after the later to occur of the Election Deadline or the Effective Time, the Company, Merger Sub or Buyer shall cause the Exchange Agent to effect the allocation among holders of Seller Common Stock of rights to receive the Per Share Purchase Price and to distribute such as follows: (i) if the Stock Election Number exceeds the Aggregate Stock Limit, then all Cash Election Shares and all Non-Election Shares shall be under any obligation converted into the right to notify any Person receive the Cash Consideration, and each Stock Election Share shall be converted into the right to receive (A) the Stock Consideration in respect of any defect that number of Stock Election Shares equal to the product obtained by multiplying (1) the number of Stock Election Shares held by such holder by (2) a fraction, the numerator of which is the Aggregate Stock Limit and the denominator of which is the Stock Election Number and (B) the Cash Consideration in an respect of the remaining number of such Stock Election FormShares; (ii) if the Cash Election Number exceeds the Aggregate Cash Limit, then all Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and each Cash Election Share shall be converted into the right to receive (A) the Cash Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (1) the number of Cash Election Shares held by such holder by (2) a fraction, the numerator of which is the Aggregate Cash Limit and the denominator of which is the Cash Election Number and (B) the Stock Consideration in respect of the remaining number of such Cash Election Shares; and (iii) if the Stock Election Number and the Cash Election Number do not exceed the Aggregate Stock Limit and the Aggregate Cash Limit, respectively, then (i) all Cash Election Shares shall be converted into the right to receive the Cash Consideration, (ii) all Stock Election Shares shall be converted into the right to receive the Stock Consideration, and (iii) all Non-Election Shares shall be converted into the right to receive the Cash Consideration and/or the Stock Consideration such that the aggregate number of shares of Seller Common Stock entitled to receive the Cash Consideration is equal to the Aggregate Cash Limit and the aggregate number of shares of Seller Common Stock entitled to receive the Stock Consideration is equal to the Aggregate Stock Limit.

Election and Proration Procedures. (a) Parent shall prepare and file As promptly as practicable after the Effective Time, but in any event no later than seven business days after the Effective Time, an election form in such form and substance reasonably acceptable to Parent and the Company (which form shall include the items described in clause (i) and (ii) of Section 2.3(b)) (the an “Election Form”) as an exhibit ), together with the transmittal materials described in Section 3.3 below, shall be mailed to each holder of Seller Common Stock of record at the Registration StatementEffective Time by the exchange agent selected by Buyer and reasonably acceptable to Seller (the “Exchange Agent”). Parent Seller shall direct and cause provide all information reasonably necessary for the Exchange Agent to mail the Election Form with the Proxy Statement/Prospectus to all persons who are record holders of the Shares perform its obligations as of the record date for the Company Stockholder Meeting specified herein. (the “Mailing Date”). b) Each Election Form shall permit a record entitle the holder of Shares Seller Common Stock (or the beneficial owner through appropriate and customary documentation and instructions) to specify elect to receive (xi) the number Stock Consideration for all of such holder’s Shares with respect to which such holder makes a Mixed Election shares (each such share, a “Mixed Election ShareStock Election”), (yii) the number Cash Consideration for all of such holder’s Shares with respect to which such holder makes a Cash Election shares (each such share, a “Cash Election ShareElection”) and ), (ziii) the number Mixed Consideration for all of such holder’s Shares with respect shares (a “Mixed Election”), or (iv) make no election (a “Non-Election”). Holders of record of Seller Common Stock who hold such shares as nominees, trustees or in other representative capacity (a “Holder Representative”) may submit multiple Election Forms, provided that such Holder Representative certifies that each such Election Form covers all of the shares of Seller Common Stock held by that Holder Representative for a particular beneficial owner. The shares of Seller Common Stock as to which such holder makes a Stock Election has been made (each such share, including pursuant to a Mixed Election) are referred to herein as “Stock Election Share”). (b) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Shares between the record date for the Company Stockholder Meeting and the close of business on the Business Day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (c) Any Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form (including duly executed transmittal materials included with the Election Form) on or before 5:00 p.m., Eastern Time, on the date that is one Business Day immediately preceding the Company Stockholder Meeting (or such other time and date as Parent and the Company shall agree in writing) (the “Election Deadline”) (other than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) shall be deemed to be “No Election Shares,” and the holders aggregate number thereof is referred to herein as the “Stock Election Number.” The shares of such No Seller Common Stock as to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as “Cash Election Shares” and the aggregate number thereof is referred to as the “Cash Election Number”. Shares of Seller Common Stock as to which no election has been made (or as to which an Election Form is not properly completed or returned in a timely fashion) are referred to as “Non-Election Shares.” For the avoidance of doubt, any holder of Dissenter Shares shall not be deemed to have made a Stock Election, Cash Election, or Mixed Election with respect to such No Election Shares. An Election Form shall be effective and properly made and completed if the Exchange Agent shall have actually received at its designated office by the Election Deadline, an Election Form (including duly executed transmittal materials included with the Election Form) properly completed and signed and accompanied by (i) Certificates representing the Shares to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Dissenter Shares, the documents required by the procedures set forth in the Election Form. The Election Form and such Dissenter Shares shall specify that delivery shall not be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the deemed Stock Election Considerationshares, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked or changed by the authorized Person properly submitting such Election Form, by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the Shares represented by such Election Form shall become No Election Shares, except to the extent a subsequent election is properly made with respect to any or all of Shares prior to the Non-Election Deadline. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company, Merger Sub or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election FormShares.

Election and Proration Procedures. (a) Parent shall prepare and file an An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass only upon delivery of such Certificates to the Exchange Agent) in such form and substance reasonably acceptable to Parent as Buyer and the Company shall mutually agree (which form shall include the items described in clause (i) and (ii) of Section 2.3(b)) (the “Election Form”) as an exhibit shall be mailed no less than thirty-five (35) days prior to the Registration Statement. Parent shall direct and cause the Exchange Agent to mail the Election Form with the Proxy Statement/Prospectus to all persons who are record holders of the Shares anticipated Effective Time or on such other date as of the record date for the Company Stockholder Meeting and Buyer shall mutually agree (the “Mailing Date”) to each holder of record of Company Capital Stock as of five (5) business days prior to the Mailing Date (“Election Form Record Date”). Each Election Form shall permit a record holder of Shares (or the beneficial owner through appropriate and customary documentation and instructions) to specify (x) the number of such holder’s Shares with respect to which such holder makes a Mixed Election (each such share, a “Mixed Election Share”), (y) the number of such holder’s Shares with respect to which such holder makes a Cash Election (each such share, a “Cash Election Share”) and (z) the number of such holder’s Shares with respect to which such holder makes a Stock Election (each such share, a “Stock Election Share”). (b) Parent Buyer shall make available one or more Election Forms as may be reasonably be requested from time to time by all Persons persons who become holders (or beneficial owners) of Shares between Company Capital Stock after the record date for the Company Stockholder Meeting Election Form Record Date and the close of business on the Business Day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. . Each Election Form shall permit the holder (cor the beneficial owner through appropriate and customary documentation and instructions) to elect (an “Election”) to receive either (i) Buyer Common Stock (a “Stock Election”) with respect to all of such holder’s Company Capital Stock, (ii) cash (a “Cash Election”) with respect to all of such holder’s Company Capital Stock, or (iii) a specified number of shares of Buyer Common Stock with respect to some of such holder’s Company Capital Stock (a “Combination Stock Election”) and cash with respect to the remainder of such holder’s Company Capital Stock (a “Combination Cash Election”), subject to the provisions contained in this Agreement. Any Shares Company Capital Stock (other than Dissenting Shares) with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent has not received Agent, an effective, properly completed Election Form (including duly executed transmittal materials included with received prior to the Election Form) on or before 5:00 p.m., Eastern Time, on the date that is one Business Day immediately preceding the Company Stockholder Meeting (or such other time and date as Parent and the Company shall agree in writing) (the “Election Deadline”) (other than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) Deadline shall be deemed to be “No Undesignated Shares” hereunder. (b) Any Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares. An Election Form shall be effective and been properly made and completed effective only if the Exchange Agent shall have actually received at its designated office a properly completed Election Form by 5:00 p.m. California time on or before the thirtieth (30th) day following the Mailing Date, or such other time and date as Buyer and the Company may mutually agree (the “Election Deadline, ”). An Election Form shall be deemed properly completed only if an Election is indicated for each share of Company Capital Stock covered by such Election Form and if accompanied by one or more Certificates (including or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Company Capital Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form) properly completed and signed and accompanied by (i) Certificates representing the Shares to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election Form. The Election Form shall specify that delivery shall be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked or changed by the authorized Person properly person submitting such Election Form, by written notice received by the Exchange Agent Form at or prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the Shares shares of Company Capital Stock represented by such Election Form shall automatically become No Undesignated Shares unless and until a new Election Shares, except to the extent a subsequent election is properly completed and made with respect to any such shares on or all of Shares prior to before the Election Deadline, and Buyer shall cause the Certificates representing such shares of Company Capital Stock to be promptly returned without charge to the person submitting the revoked Election Form upon written request to that effect from the holder who submitted such Election Form. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 decisions of Buyer and the Company required by the Exchange Agent regarding and made in good faith in determining such matters shall be binding and conclusive. None of Parent, the Company, Merger Sub or Neither Buyer nor the Exchange Agent shall be under any obligation to notify any Person person of any defect in an Election Form. (c) Buyer shall use commercially reasonable efforts to cause the Exchange Agent to effect the allocation among the holders of Company Capital Stock of rights to receive Buyer Common Stock or cash in the Merger as follows: (i) If the conversion of shares of Company Capital Stock for which Cash Election and Combination Cash Elections shall have effectively been made would result in a number of shares of Buyer Common Stock being issued that is greater than the Aggregate Buyer Share Amount (which shall be determined for this purpose on the assumption that all shares of Company Capital Stock (other than those for which Cash Elections or Combination Cash Elections have been made) would be entitled to receive Buyer Common Stock,) then, to the extent necessary so that the number of shares of Buyer Common Stock to be issued in the Merger shall be equal to the Aggregate Buyer Share Amount, the Exchange Agent shall make the following allocations and adjustments in the following order: (A) shares of Company Capital Stock for which effective Cash Elections or Combination Cash Elections have been made shall be converted into the right to receive cash in an amount equal to the Per Share Cash Consideration; (B) the Exchange Agent shall select by lot such number of holders of Undesignated Shares to receive the Per Share Cash Consideration as shall be necessary so that the shares of Buyer Common Stock to be received by other holders of Undesignated Shares, when combined with the number of shares of Buyer Common Stock for which Stock Elections or Combination Stock Elections have been made shall be equal to the Aggregate Buyer Share Amount. If all Undesignated Shares are converted into the right to receive the Per Share Cash Consideration and the number of shares of Buyer Common Stock for which Stock Election and Combination Stock Elections are still greater than the Aggregate Buyer Share Amount, then; (C) a stock proration factor (the “Stock Proration Factor”) shall be determined by dividing (x) the Aggregate Buyer Share Amount by (y) the product of (I) the total number of shares of Company Capital Stock with respect to which effective Stock Elections and Combination Stock Elections were made, multiplied by (II) the Exchange Ratio. Holders of Company Capital Stock who made an effective Stock Election or Combination Stock Election shall be entitled to: (1) the number of shares of Buyer Common Stock equal to the product of (x) the Exchange Ratio, multiplied by (y) the number of shares of such holder’s Company Capital Stock covered by such Stock Election or Combination Stock Election, multiplied by (z) the Stock Proration Factor; and (2) cash in an amount equal to the product of (x) the Per Share Cash Consideration, multiplied by (y) the number of shares of such holder’s Company Capital Stock covered by such Stock Election or Combination Stock Election, multiplied by (z) the difference of (I) one minus (II) the Stock Proration Factor. (ii) If the conversion of the shares of Company Capital Stock for which Stock Elections and Combination Stock Elections shall have effectively been made (based upon the Exchange Ratio) would result in a number of shares of Buyer Common Stock being issued that is less than the Aggregate Buyer Share Amount (which shall be determined for this purpose on the assumption that all shares of Company Capital Stock (other than those for which Stock Elections or Combination Stock Elections have been made) would be entitled to receive the Per Share Cash Consideration), then, to the extent necessary so that the number of shares of Buyer Common Stock to be issued in the Merger shall be equal to the Aggregate Buyer Share Amount, the Exchange Agent shall make the following allocations and adjustments in the following order: (A) holders of Company Capital Stock who made an effective Stock Election or Combination Stock Election shall receive the number of shares of Buyer Common Stock equal to the product of (x) Exchange Ratio multiplied by (y) the number of shares of such holder’s Company Capital Stock covered by such Stock Election or Combination Stock Election; (B) the Exchange Agent shall select by lot such number of holders of Undesignated Shares to receive Buyer Common Stock as shall be necessary so that the shares of Buyer Common Stock to be received by those holders, when combined with the number of shares of Buyer Common Stock for which a Stock Election or Combination Stock Election has been made, shall be equal to at least the Aggregate Buyer Share Amount. If the shares of Buyer Common Stock to be received by all holders of Undesignated Shares plus the number of shares of Buyer Common Stock for which Stock Elections and Combination Stock Elections have been made together are still less than the Aggregate Buyer Share Amount, then; (C) a cash proration factor (the “Cash Proration Factor”) shall be determined by dividing (x) the Aggregate Buyer Share Amount (less the sum of (i) the number of shares of Buyer Common Stock for which an effective Stock Election and Combination Stock Election has been made plus (ii) the number of shares of Buyer Common Stock to be received by all of the Undesignated Shares) by (y) the product of (I) the total number of shares of Company Capital Stock with respect to which effective Cash Elections and Combination Cash Elections were made, multiplied by (II) the Exchange Ratio. Holders of Company Capital Stock who made an effective Cash Election or Combination Cash Election shall be entitled to: (1) cash equal to the product of (x) the Per Share Cash Consideration multiplied by (y) the number of shares such holder’s Company Capital Stock covered by such Cash Election or Combination Cash Election, multiplied by (z) the difference of (I) one minus (II) the Cash Proration Factor; and (2) the number of shares of Buyer Common Stock equal to the product of (x) the Exchange Ratio, multiplied by (y) the number of shares of such holder’s Company Capital Stock covered by such Cash Election or Combination Cash Election, multiplied by (z) the Cash Proration Factor. (iii) If the aggregate number of shares of Company Capital Stock for which Stock Elections and Combination Stock Elections shall have effectively been made would result in a number of shares of Buyer Common Stock being issued that is equal to the Aggregate Buyer Share Amount, then: (A) shares of Company Capital Stock for which effective Stock Elections or Combination Stock Elections have been made in the aggregate shall be converted into the right to receive Buyer Common Stock equal to the product of (x) the Exchange Ratio multiplied by (y) the number of shares of such holder’s Company Capital Stock covered by such Stock Elections or Combination Stock Elections; (B) the shares of Company Capital Stock for which effective Cash Elections and Combination Cash Elections have been made shall be converted into the right to receive the Per Share Cash Consideration; and (C) the Undesignated Shares shall be converted into the right to receive the Per Share Cash Consideration. (iv) Notwithstanding any other provision of this Agreement, if, after applying the allocation rules set forth in the preceding subsections of this Section 2.2(c), the number of shares of Buyer Common Stock that would be issued pursuant to the Merger is less than the Aggregate Buyer Share Amount or more than the Aggregate Buyer Share Amount, Buyer shall be authorized to reallocate shares of Buyer Common Stock and cash among the holders of the Company Capital Stock in good faith and in such a manner as Buyer reasonably determines to be fair and equitable, or to vary the number of shares of Buyer Common Stock to be issued in the Merger, in a manner such that the number of shares of Buyer Common Stock to be issued in the Merger shall be equal to the Aggregate Buyer Share Amount. (v) Notwithstanding any other provision of this Agreement (other than Section 2.2(c)(iv) hereof), if any shares of Company Capital Stock which are outstanding immediately prior to the Effective Time would constitute Dissenting Shares under Section 23B.13 et seq. but for the failure to perfect such dissent under Section 23B.13 et seq. (“Unperfected Dissenting Shares”), such Unperfected Dissenting Shares shall automatically be converted into and represent the right to receive the Merger Consideration for such shares provided in this Agreement, without interest thereon. The Merger Consideration payable for any such shares of Unperfected Dissenting Stock shall be payable in cash, in shares of Buyer Common Stock, or in such combination of cash and Buyer Common Stock as shall be determined by Buyer as being necessary or appropriate to preserve the status of the Merger as a “reorganization” within the meaning of section 368(a) of the Code. (d) The calculations required by Section 2.2(c) above shall be prepared by Buyer prior to the Effective Time and shall be set forth in a certificate executed by the Chief Financial Officer of Buyer and furnished to the Company at least two (2) business days prior to the Effective Time showing the manner of calculation in reasonable detail. Any calculation of a portion of a share of Buyer Common Stock shall be rounded to the nearest ten-thousandth of a share, and any cash payment shall be rounded to the nearest cent. (e) No dividends or other distributions of any kind which are declared payable to holders of record of Buyer Common Stock after the Effective Time will be paid to persons entitled to receive such certificates representing Buyer Common Stock until such persons surrender their Certificates. Upon surrender of such Certificates, the holders thereof shall be paid, without interest, any dividends or other distributions with respect to shares of Buyer Common Stock as to which the record date and payment date occurred after the Effective Time and on or before the date of surrender. (f) All dividends or distributions, and any cash to be paid pursuant to Section 1.5(b) hereof in lieu of fractional shares, if held by the Exchange Agent for payment or delivery to the holders of unsurrendered Certificates and unclaimed at the end of one year from the date of the Effective Time, shall (together with any interest earned thereon) at such time be paid or redelivered by the Exchange Agent to Buyer, and after such time any holder of a Certificate who has not surrendered such Certificate to the Exchange Agent shall, subject to applicable law, only have the rights of a general creditor of Buyer for payment or delivery by Buyer of such dividends or distributions or cash, as the case may be. Buyer, Merger Sub, the Company or the Exchange Agent shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement such cash amounts as Buyer, Merger Sub, the Company or the Exchange Agent are required to deduct and withhold under the Code, or any provision of state, local or foreign law with respect to the making of such payment. To the extent the amounts are so withheld by Buyer, Merger Sub, the Company or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of the Company Capital Stock in respect of whom such deduction and withholding was made by Buyer, Merger Sub, the Company or the Exchange Agent.

Election and Proration Procedures. (a) Parent shall prepare and file an An election form in such form as Premier and substance reasonably acceptable to Parent and the Company United shall mutually agree (which form shall include the items described in clause (i) and (ii) of Section 2.3(b)) (the an “Election Form”) shall be mailed on the Mailing Date (as an exhibit defined below) to the Registration Statement. Parent shall direct and cause the Exchange Agent to mail the Election Form with the Proxy Statement/Prospectus to all persons who are each holder of record holders of the Shares shares of Premier Common Stock as of a record date that shall be the same date as the record date for eligibility to vote on the Company Stockholder Meeting (the Merger. The “Mailing Date”” shall be the date on which proxy materials relating to the Merger are mailed to holders of shares of Premier Common Stock. United shall make available Election Forms as may be reasonably requested by all persons who become holders of Premier Common Stock after the record date for eligibility to vote on the Merger and prior to the Election Deadline (as defined herein). , and Premier shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. (b) Each Election Form shall permit a record entitle the holder of Shares shares of Premier Common Stock (or the beneficial owner through appropriate and customary documentation and instructions) to specify (xi) elect to receive the number Stock Consideration for all of such holder’s shares (a “Stock Election”), (ii) elect to receive the Cash Consideration for all of such holder’s shares (a “Cash Election”), (iii) elect to receive the Stock Consideration with respect to some of such holder’s shares and the Cash Consideration with respect to such holder’s remaining shares (a “Mixed Election”) or (iv) make no election or indicate that such holder has no preference as to the receipt of the Cash Consideration or the Stock Consideration (a “Non-Election”). Holders of record of shares of Premier Common Stock who hold such shares as nominees, trustees or in other representative capacities (a “Representative”) may submit multiple Election Forms, provided that such Representative certifies that each such Election Form covers all the shares of Premier Common Stock held by that Representative for a particular beneficial owner. Shares of Premier Common Stock as to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as “Cash Election Shares.” Shares of Premier Common Stock as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” Shares of Premier Common Stock as to which no election has been made are referred to as “Non-Election Shares.” For purposes of this Section, Dissenters’ Shares shall be deemed Cash Election Shares. The aggregate number of shares of Premier Common Stock with respect to which such holder makes a Mixed Election (each such share, a “Mixed Election Share”), (y) the number of such holder’s Shares with respect to which such holder makes a Cash Election (each such share, a “Cash Election Share”) and (z) the number of such holder’s Shares with respect to which such holder makes a Stock Election (each such share, a has been made is referred to herein as the “Stock Election ShareNumber.”). (b) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Shares between the record date for the Company Stockholder Meeting and the close of business on the Business Day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (c) Any Shares with respect to which the Exchange Agent has not received an To be effective, a properly completed Election Form must be received by a bank or trust company designated by United and reasonably satisfactory to Premier (including the “Exchange Agent”) on or before 5:00 p.m., New York City time, on the third business day immediately preceding the Premier Meeting (or such other time and date as Premier and United may mutually agree) (the “Election Deadline”). An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Old Certificates (or customary affidavits and, if required by United, indemnification regarding the loss or destruction of such Old Certificates or the guaranteed delivery of such Old Certificates) representing all shares of Premier Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form) on or before 5:00 p.m., Eastern Time, on the date that is one Business Day immediately preceding the Company Stockholder Meeting (or such other . Any Premier stockholder may at any time and date as Parent and the Company shall agree in writing) (the “Election Deadline”) (other than Shares prior to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) shall be deemed to be “No Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares. An Election Form shall be effective and properly made and completed if the Exchange Agent shall have actually received at its designated office by the Election Deadline, an Election Form (including duly executed transmittal materials included with the Election Form) properly completed and signed and accompanied by (i) Certificates representing the Shares to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election Form. The Election Form shall specify that delivery shall be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked change his or changed by the authorized Person properly submitting such Election Form, her election by written notice received by the Exchange Agent prior to the Election DeadlineDeadline accompanied by a properly completed and signed revised Election Form. In the event an Election Form is revoked Any Premier stockholder may, at any time prior to the Election Deadline, revoke his or her election by written notice received by the Shares represented by such Election Form shall become No Election Shares, except to the extent a subsequent election is properly made with respect to any or all of Shares Exchange Agent prior to the Election Deadline or by withdrawal prior to the Election Deadline of his or her Old Certificates, or of the guarantee of delivery of such Old Certificates, previously deposited with the Exchange Agent. Notwithstanding the previous two sentences, if the Effective Time shall not occur within 15 days following the Election Deadline, then during the period commencing on the 16th day following the Election Deadline and ending on 5:00 p.m., New York City time, on the third business day prior to the Closing Date (the “Election Modification Period”), any Premier stockholder may change or revoke his or her election in the manner specified in the previous two sentences. All elections shall be revoked automatically if the Exchange Agent is notified in writing by United and Premier that this Agreement has been terminated. If a stockholder either (i) does not submit a properly completed Election Form by the Election Deadline, (ii) revokes (as opposed to changes) his or her Election Form prior to the Election Deadline and does not submit a new properly executed Election Form prior to the Election Deadline or (iii) revokes his or her Election Form during the Election Modification Period, the shares of Premier Common Stock held by such stockholder shall be designated Non-Election Shares. United shall cause the Certificates representing Premier Common Stock described in (ii) or (iii) in the immediately preceding sentence to be promptly returned without charge to the person submitting the Election Form upon written request to that effect from the person who submitted the Election Form. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None . (d) Notwithstanding any other provision contained in this Agreement, at least 50% and no more than 65% of Parentthe total number of shares of Premier Common Stock outstanding at the Effective Time (the “Minimum Stock Conversion Number” and the “Maximum Stock Conversion Number” respectively) shall be converted into the Stock Consideration and the remaining outstanding shares of Premier Common Stock (excluding shares of Premier Common Stock to be canceled as provided in Section 4.01(c)) shall be converted into the Cash Consideration. (e) Within three business days after the Election Deadline, the Company, Merger Sub or United shall cause the Exchange Agent to effect the allocation among holders of Premier Common Stock of rights to receive the Cash Consideration and the Stock Consideration as follows: (i) If the Stock Election Number exceeds the Maximum Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be under any obligation converted into the right to notify any Person receive the Cash Consideration, and each holder of any defect Stock Election Shares will be entitled to receive (A) the number of shares of United Common Stock equal to the product obtained by multiplying (1) the number of Stock Election Shares held by such holder by (2) the Exchange Ratio by (3) a fraction the numerator of which is the Maximum Stock Conversion Number and the denominator of which is the Stock Election Number (the “Stock Proration Factor”) and (B) cash in an amount equal to the product obtained by multiplying (1) the number of Stock Election FormShares held by such holder by (2) the Cash Consideration by (3) one minus the Stock Proration Factor; (ii) If the Stock Election Number is less than the Minimum Stock Conversion Number (the amount by which the Minimum Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and each holder of Non-Election Shares shall receive (1) the number of shares of United Common Stock equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) the Exchange Ratio by (z) a fraction the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares (the “Non-Election Proration Factor”) and (B) cash in an amount equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) the Cash Consideration by (z) one minus the Non-Election Proration Factor; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and each holder of Cash Election Shares shall receive (1) the number of shares of United Stock equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) the Exchange Ratio by (z) a fraction the numerator of which is the amount by which the Shortfall Number exceeds the number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares (the “Cash Proration Factor”) and (B) cash in an amount equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) the Cash Consideration by (z) one minus the Cash Proration Factor. (C) The purchase of fractional shares pursuant to Section 4.04 of this Agreement shall be taken into account in calculating the number of Non-Election Shares and Cash Election Shares to convert into the right to receive Stock Consideration under this Section 4.02(e)(ii) to ensure that the Minimum Stock Conversion Number is at least 50%.

Election and Proration Procedures. (a) Parent shall prepare and file an An election form in such form as SSE and substance reasonably acceptable to Parent and the Company Newco shall mutually agree (which form shall include the items described in clause (i) and (ii) of Section 2.3(b)) (the an “Election Form”) shall be mailed on the Mailing Date (as an exhibit defined below) to each holder of record of shares of SSE Common Stock as of a record date for eligibility to vote on the Merger. The “Mailing Date” shall be the date on which proxy materials relating to the Registration StatementMerger are mailed to holders of shares of SSE Common Stock. Parent Newco shall direct and cause the Exchange Agent to mail the make available Election Form with the Proxy Statement/Prospectus to Forms as may be reasonably requested by all persons who are record become holders of the Shares as of SSE Common Stock after the record date for eligibility to vote on the Company Stockholder Meeting Merger and before the Election Deadline (as defined herein), and SSE shall provide to the “Mailing Date”). Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. (b) Each Election Form shall permit a record entitle the holder of Shares shares of SSE Common Stock (or the beneficial owner through appropriate and customary documentation and instructions) to specify (xi) elect to receive the number Cash Consideration for each of such holder’s shares (a “Cash Election”), (ii) elect to receive the Stock Consideration for each of such holder’s shares (a “Stock Election”), (iii) elect to receive the Cash Consideration with respect to some of such holder’s shares and the Stock Consideration with respect to such holder’s remaining shares (a “Mixed Election”) or (iv) make no election or to indicate that such holder has no preference as to the receipt of the Cash Consideration or the Stock Consideration (a “Non-Election”). Holders of record of shares of SSE Common Stock who hold such shares as nominees, trustees or in other representative capacities (a “Representative”) may submit multiple Election Forms, provided that such Representative certifies that each such Election Form covers all the shares of SSE Common Stock held by that Representative for a particular beneficial owner. Shares of SSE Common Stock as to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as “Cash Election Shares.” Shares of SSE Common Stock as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” Shares of SSE Common Stock as to which no election has been made are referred to as “Non-Election Shares.” The aggregate number of shares of SSE Common Stock with respect to which such holder makes a Mixed Election (each such share, a “Mixed Election Share”), (y) the number of such holder’s Shares with respect to which such holder makes a Cash Election (each such share, a “Cash Election Share”) and (z) the number of such holder’s Shares with respect to which such holder makes a Stock Election (each such share, a has been made is referred to herein as the “Stock Election ShareNumber.”). (b) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Shares between the record date for the Company Stockholder Meeting and the close of business on the Business Day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (c) Any Shares with respect to which the Exchange Agent has not received an To be effective, a properly completed Election Form must be received by the transfer agent for Newco Common Stock (including the “Exchange Agent”) on or before 5:00 p.m., New York City time, on the date reasonably determined by Newco that is as close as possible to the fifth business day prior to the date on which the Effective Time is expected to occur (the “Election Deadline”). An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates theretofore representing SSE Common Stock (“Certificate(s)”) (or customary affidavits and, if required by Newco pursuant to Section 2.7(i), indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of SSE Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form) on or . Any holder of SSE Common Stock may at any time before 5:00 p.m., Eastern Time, on the date that is one Business Day immediately preceding the Company Stockholder Meeting (or such other time and date as Parent and the Company shall agree in writing) (the “Election Deadline”) (other than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) shall be deemed to be “No Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares. An Election Form shall be effective and properly made and completed if the Exchange Agent shall have actually received at its designated office by the Election Deadline, an Election Form (including duly executed transmittal materials included with the Election Form) properly completed and signed and accompanied by (i) Certificates representing the Shares to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election Form. The Election Form shall specify that delivery shall be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked change his or changed by the authorized Person properly submitting such Election Form, her election by written notice received by the Exchange Agent prior to before the Election Deadline accompanied by a properly completed and signed revised Election Form. Any holder of SSE Common Stock may, at any time before the Election Deadline, revoke his or her election by written notice received by the Exchange Agent before the Election Deadline or by withdrawal before the Election Deadline of his or her Certificates, or of the guarantee of delivery of such Certificates, previously deposited with the Exchange Agent. In All elections shall be revoked automatically if the event an Exchange Agent is notified in writing by Newco and SSE that this Agreement has been terminated. If a stockholder either (i) does not submit a properly completed Election Form is revoked by the Election Deadline or (ii) revokes its Election Form before the Election Deadline and does not submit a new properly executed Election Form prior to the Election Deadline, the Shares represented shares of SSE Common Stock held by such stockholder shall be designated Non-Election Shares. Newco shall cause the Certificates representing SSE Common Stock described in clause (ii) to be promptly returned without charge to the person submitting the Election Form shall become No Election Shares, except upon written request to that effect from the extent a subsequent election is properly made with respect to any or all of Shares prior to person who submitted the Election DeadlineForm. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None . (d) Notwithstanding any other provision contained in this Agreement, 50% of Parentthe total number of shares of SSE Common Stock outstanding immediately before the Effective Time (the “Stock Conversion Number”) shall be converted into the Stock Consideration and the remaining outstanding shares of SSE Common Stock (excluding shares of SSE Common Stock to be canceled as provided in Section 2.5(d)) shall be converted into the Cash Consideration. (e) Within five business days after the later to occur of the Election Deadline or the Effective Time, the Company, Merger Sub or Newco shall cause the Exchange Agent to effect the allocation among holders of SSE Common Stock of rights to receive the Cash Consideration and the Stock Consideration as follows: (i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be under any obligation converted into the right to notify any Person receive the Cash Consideration, and each holder of any defect Stock Election Shares will be entitled to receive (A) the Stock Consideration in an respect of the number of Stock Election FormShares held by such holder multiplied by a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number and (B) the Cash Consideration in respect of the remaining number of such holder’s Stock Election Shares; (ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and each holder of Non-Election Shares shall receive (1) the Stock Consideration in respect of the number of Non-Election Shares held by such holder multiplied by a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares and (2) the Cash Consideration in respect of the remaining number of such holder’s Non-Election Shares; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and each holder of Cash Election Shares shall receive (1) the Stock Consideration in respect of the number of Cash Election Shares held by such holder multiplied by a fraction, the numerator of which is the amount by which the Shortfall Number exceeds the number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares and (2) the Cash Consideration in respect of the remaining number of such holder’s Cash Election Shares. For purposes of the foregoing calculations, Excluded Shares shall be deemed Cash Election Shares.

Election and Proration Procedures. (a) Parent shall prepare and file an An election form in such form as FBNC and substance reasonably acceptable to Parent and the Company CLBH shall agree (which form shall include the items described in clause (i) and (ii) of Section 2.3(b)) (the an “Election Form”) shall be mailed on the Mailing Date (as an exhibit defined below) to each holder of record of CLBH Common Stock. Unless another date is agreed to by FBNC and CLBH prior to the Registration Statement. Parent Effective Time, the “Mailing Date” shall direct and cause be the Exchange Agent to mail the Election Form with date on which the Proxy Statement/Prospectus is first mailed to holders of CLBH Common Stock. FBNC shall make available Election Forms as may be reasonably requested by all persons who are record become holders of the Shares as of CLBH Common Stock after the record date for eligibility to vote at the Company Stockholder CLBH Shareholders’ Meeting and prior to the Election Deadline (as defined herein), and CLBH shall provide to Computershare Limited or such other exchange agent selected by FBNC and reasonably acceptable to CLBH (the “Mailing DateExchange Agent”). ) all information reasonably necessary for it to perform its obligations as specified herein. (b) Each Election Form shall permit a record entitle the holder of Shares CLBH Common Stock (or the beneficial owner through appropriate and customary documentation and instructions) to specify elect to receive (xi) the number Stock Consideration for all of such holder’s Shares with respect to which such holder makes a Mixed Election shares (each such share, a “Mixed Election ShareStock Election”), (yii) the number Cash Consideration for all of such holder’s Shares with respect to which such holder makes a Cash Election shares (each such share, a “Cash Election ShareElection”) and ), (ziii) the number Mixed Consideration for all of such holder’s Shares with respect shares (a “Mixed Election”), or (iv) make no election (a “Non-Election”). Holders of record of CLBH Common Stock who hold such shares as nominees, trustees or in other representative capacity (a “Holder Representative”) may submit multiple Election Forms, provided, that such Holder Representative certifies that each such Election Form covers all of the shares of CLBH Common Stock held by that Holder Representative for a particular beneficial owner. The shares of CLBH Common Stock as to which such holder makes a Stock Election has been made (each such share, including pursuant to a Mixed Election) are referred to herein as “Stock Election Share”)Shares,” and the aggregate number thereof is referred to herein as the “Stock Election Number. ” The shares of CLBH Common Stock as to which a Cash Election has been made (bincluding pursuant to a Mixed Election) Parent shall make available one or more are referred to herein as “Cash Election Forms Shares,” and the aggregate number thereof is referred to as may reasonably be requested from time the “Cash Election Number.” Shares of CLBH Common Stock as to time by all Persons who become holders which no election has been made (or beneficial ownersas to which an Election Form is not properly completed or returned in a timely fashion) of Shares between the record date for the Company Stockholder Meeting and the close of business on the Business Day prior (a “Non-Election”) are referred to the as “Non-Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified hereinShares.” (c) Any Shares with respect to which the Exchange Agent has not received an To be effective, a properly completed Election Form (including duly executed transmittal materials included with must be received by the Election Form) Exchange Agent on or before 5:00 p.m.4:00 P.M., Eastern Time, local time on the date that is one Business Day immediately preceding the Company Stockholder Meeting (or such other time and date as Parent and the Company shall Parties may mutually agree in writing) (the “Election Deadline”) (other ), which shall in no event be later than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) shall be deemed to be “No Election Shares,” and 5 calendar days following the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election SharesEffective Time. An Election Form election shall be effective and have been properly made and completed only if the Exchange Agent shall have actually received at its designated office a properly completed Election Form by the Election Deadline, an Election Form (including duly executed transmittal materials included with the Election Form) properly completed and signed and accompanied by (i) Certificates representing the Shares to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election Form. The An Election Form shall specify that delivery shall be made, and risk deemed properly completed only if accompanied by one or more certificates representing all shares of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied CLBH Common Stock covered by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked or changed by the authorized Person properly submitting such Election Form, or the guaranteed delivery of such certificates (or customary affidavits and, if required by the FBNC, indemnification regarding the loss or destruction of such certificates), together with duly completed transmittal materials. For the holders of Non-Election Shares, subject to Section 3.2(e), FBNC shall have the authority to determine the type of consideration constituting the Per Share Purchase Price to be exchanged for the Non-Election Shares. Any CLBH shareholder may at any time prior to, but not after, the Election Deadline change his, her or its election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Election Form. Any CLBH shareholder may, at any time prior to the Election Deadline, revoke his, her or its election by written notice received by the Exchange Agent prior to the Election Deadline or by withdrawal prior to the Election Deadline of his, her or its Certificates, or of the guarantee of delivery of such Certificates. In All elections shall be revoked automatically if the event Exchange Agent is notified in writing by either Party that this Agreement has been terminated prior to the Effective Time pursuant to the applicable Section of Article 9 of this Agreement. If a CLBH shareholder either (i) does not submit a properly completed Election Form by the Election Deadline or (ii) revokes an Election Form is revoked prior to the Election Deadline but does not submit a new properly executed Election Form prior to the Election Deadline, the Shares represented shares of CLBH Common Stock held by such Election Form shareholder shall become No be designated as Non-Election Shares, except to the extent a subsequent election is properly made with respect to any or all of Shares prior to the Election Deadline. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 any Election FormsForm, and any good good-faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None . (d) The number of Parentshares of CLBH Common Stock to be converted into the right to receive the Cash Consideration shall be equal to 25% of the number of shares of CLBH Common Stock outstanding immediately prior to the Effective Time (the “Aggregate Cash Limit”), and the Companynumber of shares of CLBH Common Stock to be converted into the right to receive the Stock Consideration shall be equal to 75% of the number of shares of CLBH Common Stock outstanding immediately prior to the Effective Time (the “Aggregate Stock Limit”). (e) Within five business days after the later to occur of the Election Deadline or the Effective Time, Merger Sub or FBNC shall cause the Exchange Agent to effect the allocation among holders of CLBH Common Stock of the Merger Consideration and to distribute such as follows: i. if the Stock Election Number exceeds the Aggregate Stock Limit, then all Cash Election Shares and all Non-Election Shares shall be under any obligation converted into the right to notify any Person receive the Cash Consideration, and each Stock Election Share shall be converted into the right to receive (A) the Stock Consideration in respect of any defect that number of Stock Election Shares equal to the product obtained by multiplying (1) the number of Stock Election Shares held by such holder by (2) a fraction, the numerator of which is the Aggregate Stock Limit and the denominator of which is the Stock Election Number and (B) the Cash Consideration for those Stock Election Shares that were not converted into the right to receive Stock Consideration pursuant to clause (A); ii. if the Cash Election Number exceeds the Aggregate Cash Limit, then all Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and each Cash Election Share shall be converted into the right to receive (A) the Cash Consideration in an respect of that number of Cash Election FormShares equal to the product obtained by multiplying (1) the number of Cash Election Shares held by such holder by (2) a fraction, the numerator of which is the Aggregate Cash Limit and the denominator of which is the Cash Election Number and (B) the Stock Consideration for those Cash Election Shares that were not converted into the right to receive Cash Consideration pursuant to clause (A); and iii. if the Stock Election Number and the Cash Election Number do not exceed the Aggregate Stock Limit and the Aggregate Cash Limit, respectively, then (A) all Cash Election Shares shall be converted into the right to receive the Cash Consideration, (B) all Stock Election Shares shall be converted into the right to receive the Stock Consideration, and (C) all Non-Election Shares shall be converted into the right to receive the Cash Consideration and/or the Stock Consideration such that the aggregate number of shares of CLBH Common Stock entitled to receive the Cash Consideration is equal to the Aggregate Cash Limit and the aggregate number of shares of CLBH Common Stock entitled to receive the Stock Consideration is equal to the Aggregate Stock Limit.

Election and Proration Procedures. (a) Parent shall prepare and file cause an election form in such form and substance reasonably acceptable statement permitting each holder of Company Common Stock the ability to Parent and the Company (which form shall include the items described in clause (ielect consideration pursuant to Section 2.1(b) and (ii) of Section 2.3(b)subject to 2.1(e) (the “Election FormStatement”) as an exhibit to the Registration Statement. Parent shall direct and cause the Exchange Agent to mail the Election Form be mailed with the Proxy Statement/Prospectus to all persons who are record holders Statement on the date of mailing of the Shares Proxy Statement to each holder of record of Company Common Stock as of the record date for the Company Stockholder Shareholder Meeting (the “Mailing Record Date”). Each Election Form shall permit a record holder of Shares (or the beneficial owner through appropriate and customary documentation and instructions) to specify (x) the number of such holder’s Shares with respect to which such holder makes a Mixed Election (each such share, a “Mixed Election Share”), (y) the number of such holder’s Shares with respect to which such holder makes a Cash Election (each such share, a “Cash Election Share”) and (z) the number of such holder’s Shares with respect to which such holder makes a Stock Election (each such share, a “Stock Election Share”). (b) Parent shall make available one or more Election Forms as may reasonably be requested from time Subject to time by all Persons who become holders allocation in accordance with this Section 2.1(b) and Section 2.1(c), each record holder of Company Common Stock (or beneficial ownersother than in respect of Excluded Shares) of Shares between the record date for the Company Stockholder Meeting issued and the close of business on the Business Day outstanding immediately prior to the Election DeadlineDeadline will be entitled (1) to elect to receive in respect of each share of Company Common Stock (other than Forfeited Company Restricted Stock Awards) (A) Per Share Cash Consideration (a “Cash Election”), (B) Per Share Stock Consideration (a “Stock Election”), or (C) Per Share Mixed Consideration (a “Mixed Election”, and the shares of Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (c) Any Shares Common Stock with respect to which a Mixed Election is made, collectively, “Mixed Election Shares”) or (2) to indicate that such record holder has no preference as to the Exchange Agent has not received an effectivereceipt of Per Share Cash Consideration, properly completed Per Share Stock Consideration or Per Share Mixed Consideration for each such share (a “Non-Election”). Shares of Company Common Stock with respect to which a Non-Election Form is made (including duly executed transmittal materials included shares with the Election Form) on or before 5:00 p.m., Eastern Time, on the date that respect of which such an election is one Business Day immediately preceding the Company Stockholder Meeting (or such other time and date as Parent and the Company shall agree in writingdeemed to have been made pursuant to this Section 2.1) (the collectively, “Non-Election DeadlineShares”) (other than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) shall will be deemed to be “No Election Shares,” and the holders be, in whole or in part, shares of such No Election Shares shall be deemed Company Common Stock with respect to have made which a Mixed Election with respect has been made. Notwithstanding anything to such No the contrary in this Agreement, each Mixed Election Shares. An Share and each Non-Election Form Share shall be effective and properly made and completed if the Exchange Agent shall have actually received at its designated office by the Election Deadlinebe, an Election Form (including duly executed transmittal materials included with the Election Form) properly completed and signed and accompanied by (i) Certificates representing the Shares to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books as of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); providedEffective Time, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election Form. The Election Form shall specify that delivery shall be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Per Share Mixed Consideration. (ec) Any Election Form may be revoked or changed by the authorized Person properly submitting such Election Form, by written notice received by the Exchange Agent prior Notwithstanding anything to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the Shares represented by such Election Form shall become No Election Shares, except to the extent a subsequent election is properly made with respect to any or all of Shares prior to the Election Deadline. Subject to the terms of contrary in this Agreement and in addition to the last sentence of the Election FormSection 2.1(b), the Exchange Agent shall have reasonable discretion rights of holders of Company Common Stock to determine whether any election, revocation or change has been properly or timely made and make elections in respect of shares of Company Common Stock will be subject to disregard immaterial defects in the Election Forms, and any good faith decisions following principles of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company, Merger Sub or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form.allocation:

Election and Proration Procedures. (a) Parent shall prepare and file an An election form in such form as Buyer and substance reasonably acceptable to Parent and the Company ASBB shall agree (which form shall include the items described in clause (i) and (ii) of Section 2.3(b)) (the an “Election Form”) shall be mailed on the Mailing Date (as an exhibit defined below) to each holder of record of ASBB Common Stock. Unless another date is agreed to by Buyer and ASBB prior to the Registration Statement. Parent Effective Time, the “Mailing Date” shall direct and cause be the Exchange Agent to mail the Election Form with date on which the Proxy Statement/Prospectus is first mailed to all persons who are record holders of the Shares ASBB Common Stock. Buyer shall make available Election Forms as may be reasonably requested by all Persons who become holders of ASBB Common Stock after the record date for availability to vote at the Company Stockholder ASBB Shareholders’ Meeting and prior to the Election Deadline (as defined herein), and ASBB shall provide to Computershare Limited or such other exchange agent selected by Buyer and reasonably acceptable to ASBB (the “Mailing DateExchange Agent”). ) all information reasonably necessary for it to perform its obligations as specified herein. (b) Each Election Form shall permit a record entitle the holder of Shares ASBB Common Stock (or the beneficial owner through appropriate and customary documentation and instructions) to specify elect to receive (xi) the number Stock Consideration for all of such holder’s Shares with respect to which such holder makes a Mixed Election shares (each such share, a “Mixed Election ShareStock Election”), (yii) the number Cash Consideration for all of such holder’s Shares with respect to which such holder makes a Cash Election shares (each such share, a “Cash Election ShareElection”) and ), (ziii) the number Mixed Consideration for all of such holder’s Shares with respect shares (a “Mixed Election”), or (iv) make no election (a “Non-Election”). Holders of record of ASBB Common Stock who hold such shares as nominees, trustees or in other representative capacity (a “Holder Representative”) may submit multiple Election Forms, provided, that such Holder Representative certifies that each such Election Form covers all of the shares of ASBB Common Stock held by that Holder Representative for a particular beneficial owner. The shares of ASBB Common Stock as to which such holder makes a Stock Election has been made (each such share, including pursuant to a Mixed Election) are referred to herein as “Stock Election ShareShares,” and the aggregate number thereof is referred to herein as the “Stock Election Number.” The shares of ASBB Common Stock as to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as “Cash Election Shares” and the aggregate number thereof is referred to as the “Cash Election Number”). (b) Parent shall make available one or more Election Forms . Shares of ASBB Common Stock as may reasonably be requested from time to time by all Persons who become holders which no election has been made (or beneficial ownersas to which an Election Form is not properly completed or returned in a timely fashion) of Shares between the record date for the Company Stockholder Meeting and the close of business on the Business Day prior are referred to the as “Non-Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified hereinShares.” (c) Any Shares with respect to which the Exchange Agent has not received an To be effective, a properly completed Election Form (including duly executed transmittal materials included with must be received by the Election Form) Exchange Agent on or before 5:00 4:00 p.m., Eastern Timelocal time, on the date that is one Business Day immediately preceding the Company Stockholder Meeting (or such other time and date as Parent and the Company shall Parties may mutually agree in writing) (the “Election Deadline”) (other ), which shall in no event be later than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) shall be deemed to be “No Election Shares,” and five calendar days following the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election SharesEffective Time. An Election Form election shall be effective and have been properly made and completed only if the Exchange Agent shall have actually received at its designated office a properly completed Election Form by the Election Deadline, an . An Election Form (including duly executed transmittal materials included with the shall be deemed properly completed only if accompanied by one or more Certificates representing all shares of ASBB Common Stock covered by such Election Form) properly completed and signed and accompanied by (i) Certificates representing , or the Shares to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of guaranteed delivery of such Certificates as set forth in (or customary affidavits and, if required by Buyer, indemnification regarding the loss, mutilation, theft or destruction of such Certificates), together with duly completed transmittal materials. For the holders of Non-Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, subject to Section 3.2(e), Buyer shall have the documents required by authority to determine the procedures set forth in type of consideration constituting the Per Share Purchase Price to be exchanged for the Non-Election FormShares. The Election Form shall specify that delivery shall be madeAny ASBB shareholder may at any time prior to, and risk of loss and title to any Certificates or Book-Entry Sharesbut not after, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter)change his, Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked her or changed by the authorized Person properly submitting such Election Form, its election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Election Form. Any ASBB shareholder may, at any time prior to the Election Deadline, revoke his, her or its election by written notice received by the Exchange Agent prior to the Election Deadline or by withdrawal prior to the Election Deadline of his, her or its Certificates, or of the guarantee of delivery of such Certificates. In All elections shall be revoked automatically if the event Exchange Agent is notified in writing by either Party that this Agreement has been terminated prior to the Effective Time pursuant to the applicable Section of Article 9 of this Agreement. If an ASBB shareholder either (i) does not submit a properly completed Election Form by the Election Deadline or (ii) revokes an Election Form is revoked prior to the Election Deadline but does not submit a new properly executed Election Form prior to the Election Deadline, the Shares represented shares of ASBB Common Stock held by such Election Form shareholder shall become No be designated as Non-Election Shares, except to the extent a subsequent election is properly made with respect to any or all of Shares prior to the Election Deadline. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 any Election FormsForm, and any good good-faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None . (d) The number of Parentshares of ASBB Common Stock to be converted into the right to receive the Cash Consideration shall be equal to 10% of the number of shares of ASBB Common Stock outstanding immediately prior to the Effective Time (the “Aggregate Cash Limit”), and the Companynumber of shares of ASBB Common Stock to be converted into the right to receive the Stock Consideration shall be equal to 90% of the number of shares of ASBB Common Stock outstanding immediately prior to the Effective Time (the “Aggregate Stock Limit”); provided, Merger Sub however, that the maximum number of shares of Buyer Common Stock to be exchanged for shares of ASBB Common Stock shall not exceed the Maximum Stock Consideration, and to the extent the total Stock Consideration would otherwise exceed the Maximum Stock Consideration the Aggregate Cash Limit and the Aggregate Stock Limit shall be appropriately adjusted. (e) Within five business days after the later to occur of the Election Deadline or the Effective Time, Buyer shall cause the Exchange Agent to effect the allocation among holders of ASBB Common Stock of the Merger Consideration and to distribute such as follows: (i) if the Stock Election Number exceeds the Aggregate Stock Limit, then all Cash Election Shares and all Non-Election Shares shall be under any obligation converted into the right to notify any Person receive the Cash Consideration, and each Stock Election Share shall be converted into the right to receive (A) the Stock Consideration in respect of any defect that number of Stock Election Shares equal to the product obtained by multiplying (1) the number of Stock Election Shares held by such holder by (2) a fraction, the numerator of which is the Aggregate Stock Limit and the denominator of which is the Stock Election Number, and (B) the Cash Consideration for those Stock Election Shares which were not converted into the right to receive Stock Consideration as a result of the Stock Election Number exceeding the Aggregate Stock Limit; (ii) if the Cash Election Number exceeds the Aggregate Cash Limit, then all Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and each Cash Election Share shall be converted into the right to receive (A) the Cash Consideration in an respect of that number of Cash Election FormShares equal to the product obtained by multiplying (1) the number of Cash Election Shares held by such holder by (2) a fraction, the numerator of which is the Aggregate Cash Limit and the denominator of which is the Cash Election Number, and (B) the Stock Consideration for those Cash Election Shares which were not converted into the right to receive Cash Consideration as a result of the Cash Election Number exceeding the Aggregate Cash Limit; and (iii) if the Stock Election Number and the Cash Election Number do not exceed the Aggregate Stock Limit and the Aggregate Cash Limit, respectively, then (A) all Cash Election Shares shall be converted into the right to receive the Cash Consideration, (B) all Stock Election Shares shall be converted into the right to receive the Stock Consideration, and (C) all Non-Election Shares shall be converted into the right to receive the Cash Consideration and/or the Stock Consideration such that the aggregate number of shares of ASBB Common Stock entitled to receive the Cash Consideration is equal to the Aggregate Cash Limit and the aggregate number of shares of ASBB Common Stock entitled to receive the Stock Consideration is equal to the Aggregate Stock Limit.

Election and Proration Procedures. (a) Parent shall prepare and file an An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing Seller Stock shall pass only upon delivery of such certificates to the Exchange Agent) in such form as Company and substance reasonably acceptable to Parent and the Company Seller shall mutually agree (which form shall include the items described in clause (i) and (ii) of Section 2.3(b)) (the “Election Form”) as an exhibit shall be mailed no less than 35 days prior to the Registration Statement. Parent anticipated Effective Time or on such other date as Seller and Company shall direct and cause the Exchange Agent to mail the Election Form with the Proxy Statement/Prospectus to all persons who are record holders of the Shares as of the record date for the Company Stockholder Meeting mutually agree (the “Mailing Date”) to each holder of record of Seller Stock as of five Business Days prior to the Mailing Date (“Election Form Record Date”). Company shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) of Seller Stock after the Election Form Record Date and prior to the Election Deadline (as defined below), and Seller shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. Each Election Form shall permit a record the holder of Shares (or the beneficial owner through appropriate and customary documentation and instructions) to specify elect (xan “Election”) the number to receive either (i) Company Stock (a “Stock Election”) with respect to all of such holder’s Shares Seller Stock, (ii) cash (a “Cash Election”) with respect to which such holder makes a Mixed Election (each such share, a “Mixed Election Share”), (y) the number all of such holder’s Shares with respect Seller Stock, or (iii) a specified number of shares of Seller Stock to which such holder makes a Cash Election receive Company Stock (each such share, a “Cash Election ShareCombination Stock Election”) and (z) the a specified number of such holder’s Shares with respect shares of Seller Stock to which such holder makes a Stock Election receive cash (each such share, a “Stock Election ShareCombination Cash Election”). (b) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Shares between the record date for the Company Stockholder Meeting and the close of business on the Business Day prior , subject to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. provisions contained in this Agreement. Any Seller Stock (cother than Seller Dissenting Shares) Any Shares with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent has not received Agent, an effective, properly completed Election Form (including duly executed transmittal materials included with received prior to the Election Form) on or before 5:00 p.m., Eastern Time, on the date that is one Business Day immediately preceding the Company Stockholder Meeting (or such other time and date as Parent and the Company shall agree in writing) (the “Election Deadline”) (other than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) Deadline shall be deemed to be “No Undesignated Shares” hereunder. (b) Any Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares. An Election Form shall be effective and been properly made and completed effective only if the Exchange Agent shall have actually received at its designated office a properly completed Election Form by 5:00 P.M. New York Time on or before the 30th day following the Mailing Date, or such other time and date as Company and Seller may mutually agree (the “Election Deadline, ”). An Election Form shall be deemed properly completed only if an Election is indicated for each share of Seller Stock covered by such Election Form and if accompanied by one or more certificates (including or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of Seller Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form) properly completed and signed and accompanied by (i) Certificates representing the Shares to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election Form. The Election Form shall specify that delivery shall be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked or changed by the authorized Person properly person submitting such Election Form, by written notice received by the Exchange Agent Form at or prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the Shares shares of Seller Stock represented by such Election Form shall automatically become No Undesignated Shares unless and until a new Election Shares, except to the extent a subsequent election is properly completed and made with respect to any such shares on or all of Shares prior to before the Election Deadline, and Company shall cause the certificates representing such shares of Seller Stock to be promptly returned without charge to the person submitting the revoked Election Form upon written request to that effect from the holder who submitted such Election Form. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 decisions of Company and Seller required by the Exchange Agent regarding and made in good faith in determining such matters shall be binding and conclusive. None of Parent, the Company, Merger Sub or Neither Company nor the Exchange Agent shall be under any obligation to notify any Person person of any defect in an Election Form. (c) For purposes of this Section 2.7, the following definitions shall apply:

Election and Proration Procedures. (a) Parent shall prepare and file As promptly as practicable after the Effective Time, but in any event no later than seven business days after the Effective Time, an election form in such form and substance reasonably acceptable to Parent and the Company (which form shall include the items described in clause (i) and (ii) of Section 2.3(b)) (the an “Election Form”) as an exhibit ), together with the transmittal materials described in Section 3.3 below, shall be mailed to each holder of Cornerstone Common Stock of record at the Registration StatementEffective Time by the exchange agent selected by Parent and reasonably acceptable to Cornerstone (the “Exchange Agent”). Parent Cornerstone shall direct and cause provide all information reasonably necessary for the Exchange Agent to mail perform its obligations as specified herein. (b) Subject to the Election Form with the Proxy Statement/Prospectus to all persons who are record holders provisions of the Shares as of the record date for the Company Stockholder Meeting this Article 3 (the “Mailing Date”including, without limitation, Sections 3.2(d) and (e). Each ), each Election Form shall permit a record entitle the holder of Shares Cornerstone Common Stock (or the beneficial owner through appropriate and customary documentation and instructions) to specify elect to receive (xi) the number Stock Consideration for all of such holder’s Shares with respect to which such holder makes a Mixed Election shares (each such share, a “Mixed Election ShareStock Election”), (yii) the number Cash Consideration for all of such holder’s Shares with respect to which such holder makes a Cash Election shares (each such share, a “Cash Election ShareElection”) and ), (ziii) the number Mixed Consideration for all of such holder’s Shares with respect shares (a “Mixed Election”), or (iv) make no election (a “Non-Election”). Holders of record of Cornerstone Common Stock who hold such shares as nominees, trustees or in other representative capacity (a “Holder Representative”) may submit multiple Election Forms, provided that such Holder Representative certifies that each such Election Form covers all of the shares of Cornerstone Common Stock held by that Holder Representative for a particular beneficial owner. The shares of Cornerstone Common Stock as to which such holder makes a Stock Election has been made (each such share, including pursuant to a Mixed Election) are referred to herein as “Stock Election Share”). (b) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Shares between the record date for the Company Stockholder Meeting and the close of business on the Business Day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (c) Any Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form (including duly executed transmittal materials included with the Election Form) on or before 5:00 p.m., Eastern Time, on the date that is one Business Day immediately preceding the Company Stockholder Meeting (or such other time and date as Parent and the Company shall agree in writing) (the “Election Deadline”) (other than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) shall be deemed to be “No Election Shares,” and the holders aggregate number thereof is referred to herein as the “Stock Election Number.” The shares of such No Cornerstone Common Stock as to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as “Cash Election Shares” and the aggregate number thereof is referred to as the “Cash Election Number”. Shares of Cornerstone Common Stock as to which no election has been made (or as to which an Election Form is not properly completed or returned in a timely fashion) are referred to as “Non-Election Shares.” For the avoidance of doubt, any holder of Dissenter Shares shall not be deemed to have made a Stock Election, Cash Election, or Mixed Election with respect to such No Election Shares. An Election Form shall be effective and properly made and completed if the Exchange Agent shall have actually received at its designated office by the Election Deadline, an Election Form (including duly executed transmittal materials included with the Election Form) properly completed and signed and accompanied by (i) Certificates representing the Shares to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Dissenter Shares, the documents required by the procedures set forth in the Election Form. The Election Form and such Dissenter Shares shall specify that delivery shall not be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the deemed Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked or changed by the authorized Person properly submitting such Election Form, by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the Shares represented by such Election Form shall become No Election Shares, except to the extent a subsequent election is properly made with respect to any Cash Election Shares, or all of Shares prior to the Non-Election Deadline. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company, Merger Sub or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election FormShares.

Election and Proration Procedures. (a) Parent shall prepare and file an An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Slippery Rock Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent in such form and substance reasonably acceptable to as Parent and Slippery Rock shall mutually agree) ("Election Form") shall be mailed by or on behalf of Parent no less than thirty-five (35) days prior to the Company anticipated Effective Time of the Merger, as jointly determined by Parent and Slippery Rock, or on such other date as Parent and Slippery Rock shall mutually agree (which form "Mailing Date") to each holder of record of Slippery Rock Common Stock. Parent shall include the items described in clause make available one or more Election Forms as may be reasonably requested by all persons who become holders (i) and (ii) of Section 2.3(b)or beneficial owners) (the “term "beneficial owner" and "beneficial ownership" for purposes of this Agreement shall have the meaning set forth in Section 13(d) of the Exchange Act) of Slippery Rock Common Stock after the Election Form”) as an exhibit Form Record Date and prior to the Registration Statement. Parent Election Deadline, and Slippery Rock shall direct and cause provide to the Exchange Agent all information reasonably necessary for it to mail the Election Form with the Proxy Statement/Prospectus to all persons who are record holders of the Shares perform its obligations as of the record date for the Company Stockholder Meeting (the “Mailing Date”)specified herein. Each Election Form shall permit a record the holder of Shares (or the beneficial owner through appropriate and customary documentation and instructions) to specify elect (xan "Election") the number to receive (i) Parent Common Stock (a "Stock Election") with respect to all of such holder’s Shares 's Slippery Rock Common Stock, or (ii) cash (a "Cash Election") with respect to which such holder makes a Mixed Election (each such share, a “Mixed Election Share”), (y) the number all of such holder’s Shares with respect to which 's Slippery Rock Common Stock, or (iii) Parent Common Stock for a specified number of shares of Slippery Rock Common Stock (a "Combination Stock Election") and cash for the remaining number of shares of Slippery Rock Common Stock held by such holder makes (a "Combination Cash Election (each such shareElection"). Any Slippery Rock Common Stock other than Dissenting Shares and Treasury Shares, a “Cash Election Share”) and (z) the number of such holder’s Shares with respect to which such holder makes a Stock Election (each such share, a “Stock Election Share”). (b) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Shares between the record date for the Company Stockholder Meeting and the close of business on the Business Day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (c) Any Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form (including duly executed transmittal materials included with prior to the Election FormDeadline shall be deemed to be "Undesignated Shares" hereunder. (b) on or before Any Election shall have been properly made and effective only if the Exchange Agent shall have actually received a properly completed Election Form that has not been revoked by 5:00 p.m., Eastern Timeprevailing time, on by the date that is one Business Day immediately preceding 30th day following the Company Stockholder Meeting Mailing Date (or such other time and date as Parent and the Company shall agree in writingSlippery Rock may mutually agree) (the “"Election Deadline”) (other than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) shall be deemed to be “No Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares"). An Election Form shall be effective deemed properly completed only if an Election is indicated for each share of Slippery Rock Common Stock covered by such Election Form and properly made if accompanied by one or more certificates (or customary affidavits and completed if indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of Slippery Rock Common Stock covered by such Election Form, together with duly executed transmittal materials included in or required by the Election Form. Any Election Form may be revoked by the person submitting such Election Form at or prior to the Election Deadline, provided that the Exchange Agent shall have actually received at its designated office by the Election Deadline, an Election Form (including duly executed transmittal materials included with the Election Form) properly completed and signed and accompanied by (i) Certificates representing the Shares to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election Form. The Election Form shall specify that delivery shall be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked or changed by the authorized Person properly submitting such Election Form, by written notice received by the Exchange Agent prior to the Election DeadlineDeadline a written notice revoking such Election Form and specifying the shares of Slippery Rock Common Stock covered by such revoked Election Form. In the event an Election Form is revoked prior to the Election Deadline, the Shares represented by shares of Slippery Rock Common Stock representing such Election Form shall automatically become No Undesignated Shares unless and until a new Election Shares, except to the extent a subsequent election is properly made with respect to any such shares on or all of Shares prior to before the Election Deadline, and Slippery Rock shall cause the certificates representing such shares of Slippery Rock Common Stock to be promptly returned without charge to the person submitting the revoked Election Form upon written request to that effect from the holder who submitted such Election Form. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, Election or revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of Slippery Rock and Parent required by the Exchange Agent regarding and made in good faith in determining such matters shall be binding and conclusive. None of Parent, the Company, Merger Sub or Neither Parent nor the Exchange Agent shall be under any obligation to notify any Person person of any defect in an Election Form. (c) As promptly as practicable but not later than five Business Days prior to the Effective Time of the Merger, Parent shall cause the Exchange Agent to effect the allocation among the holders of Slippery Rock Common Stock of rights to receive Parent Common Stock or cash in the Merger in accordance with the Election Forms as follows: (i) if the aggregate number of shares of Slippery Rock Common Stock as to which Stock Elections and Combination Stock Elections shall have effectively been made times the Exchange Ratio is approximately equal to the Stock Amount, then: (A) Each holder of Slippery Rock Common Stock who made an effective Stock Election or Combination Stock Election shall receive the number of shares of Parent Common Stock that is equal to the product of the Exchange Ratio multiplied by the number of shares of Slippery Rock Common Stock covered by such Stock Election or Combination Stock Election; and (B) Each holder of Slippery Rock Common Stock who made an effective Cash Election or Combination Cash Election, and each holder of Undesignated Shares shall receive the Price Per Share in cash for each such share of Slippery Rock Common Stock or Undesignated Share. (ii) if the aggregate number of shares of Slippery Rock Common Stock as to which Stock Elections and Combination Stock Elections shall have effectively been made times the Exchange Ratio exceeds, and is not approximately equal to, the Stock Amount, then Parent shall have the option to issue Parent Common Stock in accordance with such elections. If Parent chooses not to exercise such option, then: (A) Each holder of Slippery Rock Common Stock who made an effective Cash Election or Combination Cash Election shall receive the Price Per Share in cash for each such share of Slippery Rock Common Stock; (B) Each holder of Undesignated Shares shall be deemed to have made Cash Elections and shall receive the Price Per Share in cash for each such Undesignated Share; and (C) A stock proration factor (the "Stock Proration Factor") shall be determined by dividing (1) the Stock Amount by (2) the product of the Exchange Ratio and the number of shares of Slippery Rock Common Stock with respect to which effective Stock Elections and Combination Stock Elections were made. Each holder of Slippery Rock Common Stock who made an effective Stock Election or Combination Stock Election shall be entitled to: (I) the number of shares of Parent Common Stock equal to the product of (x) the Exchange Ratio, multiplied by (y) the number of shares of Slippery Rock Common Stock covered by such Stock Election or Combination Stock Election, multiplied by (z) the Stock Proration Factor, and (II) cash in an amount equal to the product of (x) the Price Per Share, multiplied by (y) the number of shares of Slippery Rock Common Stock covered by such Stock Election or Combination Stock Election, multiplied by (z) one minus the Stock Proration Factor. (iii) if the aggregate number of shares of Slippery Rock Common Stock as to which Stock Elections and Combination Stock Elections shall have effectively been made times the Exchange Ratio is less than, and is not approximately equal to, the Stock Amount, then: (A) Each holder of Slippery Rock Common Stock who made an effective Stock Election or Combination Stock Election shall receive the number of shares of Parent Common Stock equal to the product of the Exchange Ratio multiplied by the number of shares of Slippery Rock Common Stock covered by such Stock Election or Combination Stock Election; (B) The Exchange Agent shall select by random such number of holders of Undesignated Shares (other than holders of Undesignated Shares who refrained from voting in favor of the Merger as required by Section 1574 of the PBCL prior to the meeting of Stockholders to be held pursuant to Section 6.05) to receive Parent Common Stock as shall be necessary so that the shares of Parent Common Stock to be received by those holders, when combined with the number of shares for which a Stock Election or Combination Stock Election has been made, multiplied by the Exchange Ratio shall be approximately equal to the Stock Amount. If all of said Undesignated Shares plus all shares as to which Stock Elections and Combination Stock Elections have been made together multiplied by the Exchange Ratio are less than, and not approximately equal to, the Stock Amount, then: (C) A cash proration factor (the "Cash Proration Factor") shall be determined by dividing (1) the amount which is the difference between (x) the number obtained by dividing the Stock Amount by the Exchange Ratio and (y) the sum of the number of shares of Slippery Rock Common Stock with respect to which effective Stock Elections and Combination Stock Elections were made and the number of Undesignated Shares selected pursuant to subparagraph (iii)(B) above by (2) the number of shares of Slippery Rock Common Stock with respect to which effective Cash Elections and Combination Cash Elections were made. Each holder of Slippery Rock Common Stock who made an effective Cash Election or Combination Cash Election shall be entitled to: (I) cash equal to the product of (x) the Price Per Share, multiplied by (y) the number of shares of Slippery Rock Common Stock covered by such Cash Election or Combination Cash Election, multiplied by (z) one minus the Cash Proration Factor, and (II) the number of shares of Parent Common Stock equal to the product of (x) the Exchange Ratio, multiplied by (y) the number of shares of Slippery Rock Common Stock covered by such Cash Election or Combination Cash Election, multiplied by (z) the Cash Proration Factor. (iv) The prorata allocation process or the random selection process to be used by the Exchange Agent shall consist of such procedures as Parent and Slippery Rock shall mutually determine. (d) For purposes of this Section 3.03, the shares of which Parent Common Stock is to be issued as consideration in the Merger shall be deemed to be "approximately equal" to the Stock Amount if such number is within 10,000 shares of Parent Common Stock of such amount.

Election and Proration Procedures. (a) Parent shall prepare and file an An election form and other appropriate customary transmittal material in such form and substance reasonably acceptable to Parent as Purchaser and the Company shall mutually agree (which form shall include the items described in clause (i) and (ii) of Section 2.3(b)) (the an “Election Form”) shall be mailed on the Mailing Date (as an exhibit defined below) to the Registration Statement. Parent shall direct and cause the Exchange Agent to mail the Election Form with the Proxy Statement/Prospectus to all persons who are each holder of record holders of the Shares shares of Company Common Stock as of a record date which shall be the same date as the record date for eligibility to vote on the Merger. The “Mailing Date” shall be the date on which proxy materials relating to the Merger are mailed to holders of shares of Company Common Stock. Purchaser shall make available Election Forms as may be reasonably requested by all persons who become holders of Company Common Stock after the record date for eligibility to vote on the Merger and prior to the Election Deadline (as defined herein), and the Company Stockholder Meeting shall provide to Registrar and Transfer Company (the “Mailing DateExchange Agent”). ) all information reasonably necessary for it to perform its obligations as specified herein. (b) Each Election Form shall permit a record entitle the holder of Shares shares of Company Common Stock (or the beneficial owner through appropriate and customary documentation and instructions) to specify (xi) elect to receive the number Cash Consideration for all of such holder’s shares (a “Cash Election”), (ii) elect to receive the Stock Consideration for all of such holder’s shares (a “Stock Election”), (iii) elect to receive the Cash Consideration with respect to some of such holder’s shares and the Stock Consideration with respect to such holder’s remaining shares (a “Mixed Election”) or (iv) make no election or to indicate that such holder has no preference as to the receipt of the Cash Consideration or the Stock Consideration (a “Non-Election”). Holders of record of shares of Company Common Stock who hold such shares as nominees, trustees or in other representative capacities (a “Representative”) may submit multiple Election Forms, provided that such Representative certifies that each such Election Form covers all the shares of Company Common Stock held by that Representative for a particular beneficial owner. Shares of Company Common Stock as to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as “Cash Election Shares.” Shares of Company Common Stock as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” Shares of Company Common Stock as to which no election has been made are referred to as “Non-Election Shares.” The aggregate number of shares of Company Common Stock with respect to which such holder makes a Mixed Election (each such share, a “Mixed Election Share”), (y) the number of such holder’s Shares with respect to which such holder makes a Cash Election (each such share, a “Cash Election Share”) and (z) the number of such holder’s Shares with respect to which such holder makes a Stock Election (each such share, a has been made is referred to herein as the “Stock Election ShareNumber.”). (b) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Shares between the record date for the Company Stockholder Meeting and the close of business on the Business Day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (c) Any Shares with respect to which the Exchange Agent has not received an To be effective, a properly completed Election Form (including duly executed transmittal materials included with must be received by the Election Form) Exchange Agent on or before 5:00 p.m., Eastern TimeNew York City time, on the date that is one Business Day immediately preceding third business day subsequent to the Company Stockholder Meeting (or such other time and date as Parent Purchaser and the Company shall agree in writingmay mutually agree) (the “Election Deadline”) (other than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) shall be deemed to be “No Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares). An Election Form election shall be effective and have been properly made and completed only if the Exchange Agent shall have actually received at its designated office a properly completed Election Form by the Election Deadline, an . An Election Form shall be deemed properly completed only if, in the case of holders of certificated shares of Company Common Stock, accompanied by one or more certificates theretofore representing Company Common Stock (including “Certificate(s)”) (or customary affidavits and, if required by Purchaser pursuant to Section 2.7(i), indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Table of Contents Certificates) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form) properly completed and signed and accompanied by (i) Certificates representing the Shares . Any Company stockholder may at any time prior to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election Form. The Election Form shall specify that delivery shall be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked change his or changed by the authorized Person properly submitting such Election Form, her election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Election Form. Any Company stockholder may, at 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 or by withdrawal prior to the Election Deadline of his or her Certificates, in the case of holders of certificated shares of Company Common Stock, or of the guarantee of delivery of such Certificates, in the case of holders of certificated shares of Company Common Stock, previously deposited with the Exchange Agent. In All elections shall be revoked automatically if the event an Exchange Agent is notified in writing by Purchaser and the Company that this Agreement has been terminated. If a stockholder either (i) does not submit a properly completed Election Form is revoked by the Election Deadline or (ii) revokes its Election Form prior to the Election Deadline and does not submit a new properly executed Election Form prior to the Election Deadline, the Shares represented shares of Company Common Stock held by such stockholder shall be designated Non-Election Shares. Purchaser shall cause the Certificates, in the case of holders of certificated shares of Company Common Stock, representing Company Common Stock described in clause (ii) to be promptly returned without charge to the person submitting the Election Form shall become No Election Shares, except upon written request to that effect from the extent a subsequent election is properly made with respect to any or all of Shares prior to person who submitted the Election DeadlineForm. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None . (d) Notwithstanding any other provision contained in this Agreement, 50% of Parent, the Company, Merger Sub or total number of shares of Company Common Stock outstanding at the Exchange Agent Effective Time (the “Stock Conversion Number”) shall be converted into the Stock Consideration and the remaining outstanding shares of Company Common Stock (excluding Excluded Shares) shall be converted into the Cash Consideration; provided, however, that if the tax opinions referred to in Section 6.1(g) cannot be rendered (as reasonably determined by either of the counsels charged with giving such opinions) as a result of the Merger potentially failing to satisfy the continuity of interest requirements under any obligation applicable federal income tax principles relating to notify any Person reorganizations under Section 368(a) of any defect in an Election Formthe IRC, then Purchaser shall increase the number of shares of Company Common Stock that will be converted into the Stock Consideration and reduce the number of shares of Company Common Stock that will be converted into the right to receive the Cash Consideration to the minimum extent necessary to enable the relevant tax opinions to be rendered.

Election and Proration Procedures. (a) Parent shall prepare and file As promptly as practicable after the Effective Time, but in any event no later than seven business days after the Effective Time, an election form in such form and substance reasonably acceptable to Parent and the Company (which form shall include the items described in clause (i) and (ii) of Section 2.3(b)) (the an “Election Form”) as an exhibit ), together with the transmittal materials described in Section 3.3 below, shall be mailed to each holder of Seller Common Stock of record at the Registration StatementEffective Time by the exchange agent selected by Buyer and reasonably acceptable to Seller (the “Exchange Agent”). Parent Seller shall direct and cause provide all information reasonably necessary for the Exchange Agent to mail the Election Form with the Proxy Statement/Prospectus to all persons who are record holders of the Shares perform its obligations as of the record date for the Company Stockholder Meeting specified herein. (the “Mailing Date”). b) Each Election Form shall permit a record entitle the holder of Shares Seller Common Stock (or the beneficial owner through appropriate and customary documentation and instructions) to specify elect to receive (xi) the number Stock Consideration for all of such holder’s Shares with respect to which such holder makes a Mixed Election shares (each such share, a “Mixed Election ShareStock Election”), (yii) the number Cash Consideration for all of such holder’s Shares with respect to which such holder makes a Cash Election shares (each such share, a “Cash Election ShareElection”) and ), (ziii) the number Mixed Consideration for all of such holder’s Shares with respect shares (a “Mixed Election”), or (iv) make no election (a “Non-Election”). Holders of record of Seller Common Stock who hold such shares as nominees, trustees or in other representative capacity (a “Holder Representative”) may submit multiple Election Forms, provided that such Holder Representative certifies that each such Election Form covers all of the shares of Seller Common Stock held by that Holder Representative for a particular beneficial owner. The shares of Seller Common Stock as to which such holder makes a Stock Election has been made (each such share, including pursuant to a Mixed Election) are referred to herein as “Stock Election Share”). (b) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Shares between the record date for the Company Stockholder Meeting and the close of business on the Business Day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (c) Any Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form (including duly executed transmittal materials included with the Election Form) on or before 5:00 p.m., Eastern Time, on the date that is one Business Day immediately preceding the Company Stockholder Meeting (or such other time and date as Parent and the Company shall agree in writing) (the “Election Deadline”) (other than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) shall be deemed to be “No Election Shares,” and the holders aggregate number thereof is referred to herein as the “Stock Election Number.” The shares of such No Seller Common Stock as to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as “Cash Election Shares” and the aggregate number thereof is referred to as the “Cash Election Number”. Shares of Seller Common Stock as to which no election has been made (or as to which an Election Form is not properly completed or returned in a timely fashion) are referred to as “Non-Election Shares.” For the avoidance of doubt, any holder of Dissenter Shares shall not be deemed to have made a Stock Election, Cash Election, or Mixed Election with respect to such No Election Shares. An Election Form shall be effective and properly made and completed if the Exchange Agent shall have actually received at its designated office by the Election Deadline, an Election Form (including duly executed transmittal materials included with the Election Form) properly completed and signed and accompanied by (i) Certificates representing the Shares to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Dissenter Shares, the documents required by the procedures set forth in the Election Form. The Election Form and such Dissenter Shares shall specify that delivery shall not be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the deemed Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked or changed by the authorized Person properly submitting such Election Form, by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the Shares represented by such Election Form shall become No Election Shares, except to the extent a subsequent election is properly made with respect to any Cash Election Shares, or all of Shares prior to the Non-Election Deadline. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company, Merger Sub or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election FormShares.

Election and Proration Procedures. (a) Parent shall prepare and file an An election form in such form as DFBS and substance reasonably acceptable to Parent and the Company FCCO shall mutually agree (which form shall include the items described in clause (i) and (ii) of Section 2.3(b)) (the “an "Election Form”") shall be mailed on the Mailing Date (as an exhibit defined below) to the Registration Statement. Parent shall direct and cause the Exchange Agent to mail the Election Form with the Proxy Statement/Prospectus to all persons who are each holder of record holders of the Shares shares of DFBS Common Stock as of a record date which shall be the same date as the record date for eligibility to vote on the Company Stockholder Meeting (the “Merger. The "Mailing Date”" shall be the date on which proxy materials relating to the Merger are mailed to holders of shares of DFBS Common Stock. FCCO shall make available Election Forms as may be reasonably requested by all persons who become holders of DFBS Common Stock after the record date for eligibility to vote on the Merger and prior to the Election Deadline (as defined herein). , and DFBS shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. (b) Each Election Form shall permit a record entitle the holder of Shares shares of DFBS Common Stock (or the beneficial owner through appropriate and customary documentation and instructions) to specify (xi) elect to receive the number Cash Consideration for all of such holder’s Shares 's shares (a "Cash Election"), (ii) elect to receive the Stock Consideration for all of such holder's shares (a "Stock Election"), (iii) elect to receive the Cash Consideration with respect to which such holder makes a Mixed Election (each such share, a “Mixed Election Share”), (y) the number some of such holder’s Shares 's shares and the Stock Consideration with respect to which such holder's remaining shares (a "Mixed Election"), or (iv) make no election or indicate that such holder makes has no preference as to the receipt of the Cash Consideration or the Stock Consideration (a "Non-Election"). Holders of record of shares of DFBS Common Stock who hold such shares as nominees, trustees or in other representative capacities (a "Representative") may submit multiple Election Forms, provided that such Representative certifies that each such Election Form covers all the shares of DFBS Common Stock held by that Representative for a particular beneficial owner. Shares of DFBS Common Stock as to which a Cash Election has been made (each such share, including pursuant to a “Mixed Election) are referred to herein as "Cash Election Share”) and (z) the number Shares." Shares of such holder’s Shares with respect DFBS Common Stock as to which such holder makes a Stock Election has been made (each such share, including pursuant to a “Mixed Election) are referred to herein as "Stock Election Share”)Shares. (b) Parent shall make available one or more " Shares of DFBS Common Stock as to which no election has been made are referred to as "Non-Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Shares between the record date for the Company Stockholder Meeting and the close of business on the Business Day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified hereinShares." (c) Any Shares with respect to which the Exchange Agent has not received an To be effective, a properly completed Election Form must be received by a bank or trust company designated by FCCO and reasonably satisfactory to DFBS (including duly executed transmittal materials included with the Election Form"Exchange Agent") on or before 5:00 p.m., Eastern TimeLexington, South Carolina time, on the date that is one Business Day third business day immediately preceding the Company DFBS Stockholder Meeting (or such other time and date as Parent DFBS and the Company shall agree in writingFCCO may mutually agree) (the “"Election Deadline”) (other than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) shall be deemed to be “No Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares"). An Election Form election shall be effective and have been properly made and completed only if the Exchange Agent shall have actually received at its designated office a properly completed Election Form by the Election Deadline, an . An Election Form shall be deemed properly completed only if accompanied by one or more certificates theretofore representing DFBS Common Stock (including "Certificate(s)") (or customary affidavits and, if required by FCCO pursuant to Section 2.7(i), indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of DFBS Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form) properly completed and signed and accompanied by (i) Certificates representing the Shares . Any DFBS stockholder may at any time prior to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election Form. The Election Form shall specify that delivery shall be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked change his or changed by the authorized Person properly submitting such Election Form, her election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Election Form. Any DFBS stockholder may, at 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 or by withdrawal prior to the Election Deadline of his or her Certificates, or of the guarantee of delivery of such Certificates, previously deposited with the Exchange Agent. In All elections shall be revoked automatically if the event an Exchange Agent is notified in writing by FCCO and DFBS that this Agreement has been terminated. If a stockholder either (i) does not submit a properly completed Election Form is revoked by the Election Deadline or (ii) revokes its Election Form prior to the Election Deadline and does not submit a new properly executed Election Form prior to the Election Deadline, the Shares represented shares of DFBS Common Stock held by such stockholder shall be designated Non-Election Shares. FCCO shall cause the Certificates representing DFBS Common Stock described in (ii) to be promptly returned without charge to the person submitting the Election Form shall become No Election Shares, except upon written request to that effect from the extent a subsequent election is properly made with respect to any or all of Shares prior to person who submitted the Election DeadlineForm. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None . (d) Notwithstanding any other provision contained in this Agreement, 60% of Parentthe total number of shares of DFBS Common Stock outstanding at the Effective Time (the "Stock Conversion Number") shall be converted into the Stock Consideration and the remaining outstanding shares of DFBS Common Stock (other than the Excluded Shares) shall be converted into the Cash Consideration. (e) Within three business days after the later to occur of the Election Deadline or the Effective Time, the Company, Merger Sub or FCCO shall cause the Exchange Agent to effect the allocation among holders of DFBS Common Stock of rights to receive the Cash Consideration and the Stock Consideration as follows: (i) If the number of Stock Election Shares exceeds the Stock Conversion Number, then: (A) all Cash Election Shares and all Non-Election Shares shall be under any obligation converted into the right to notify any Person receive the Cash Consideration, and (B) each holder of any defect Stock Election Shares will be entitled to receive: (1) the number of shares of FCCO Common Stock equal to the product obtained by multiplying (a) the number of Stock Election Shares held by such holder by (b) the Exchange Ratio by (c) a fraction the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number (the "Stock Proration Factor"), and (2) cash in an amount equal to the product obtained by multiplying (a) the number of Stock Election FormShares held by such holder by (b) the Cash Consideration by (c) one minus the Stock Proration Factor. (ii) If the number of Stock Election Shares is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the number of Stock Election Shares being referred to herein as the "Shortfall Number"), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then: (1) all Cash Election Shares shall be converted into the right to receive the Cash Consideration; and (2) each Non-Election Share shall be converted into the right to receive (a) the number of shares of FCCO Common Stock equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) the Exchange Ratio by (z) a fraction the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares (the "Non-Election Proration Factor") and (b) cash in an amount equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) the Cash Consideration by (z) one minus the Non-Election Proration Factor; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then: (1) all Non-Election Shares shall be converted into the right to receive the Stock Consideration; and (2) each holder of Cash Election Shares shall receive (a) the number of shares of FCCO Common Stock equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) the Exchange Ratio by (z) a fraction the numerator of which is the amount by which the Shortfall Number exceeds the number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares (the "Cash Proration Factor") and (b) cash in an amount equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) the Cash Consideration by (z) one minus the Cash Proration Factor. For purposes of the foregoing calculations, Excluded Shares shall be deemed Cash Election Shares.

Election and Proration Procedures. (a) Parent shall prepare and file an An election form (an "Election Form") and other appropriate and customary transmittal materials, which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing Heritage Common Stock ("Certificates") shall pass, only upon proper delivery of such Certificates to a bank or trust company designated by SouthBanc and reasonably satisfactory to Heritage (the "Exchange Agent") in such form as Heritage and substance reasonably acceptable SouthBanc shall mutually agree shall be mailed on the Mailing Date (as defined below) to Parent and the Company each holder of record of shares of Heritage Common Stock (which form shall include the items described other than holders of Dissenters" Shares or shares of Heritage Common Stock to be canceled as provided in clause (i) and (ii) of Section 2.3(b1.2(d)) (the “Election Form”) as an exhibit to the Registration Statement. Parent shall direct and cause the Exchange Agent to mail the Election Form with the Proxy Statement/Prospectus to all persons who are record holders of the Shares as of a record date which shall be the same date as the record date for eligibility to vote on the Company Stockholder Meeting (the “Merger. The "Mailing Date”). " shall be the date on which proxy materials relating to the Merger are mailed to holders of shares of Heritage Common Stock. (b) Each Election Form shall permit a record entitle the holder of Shares shares of Heritage Common Stock (or the beneficial owner through appropriate and customary documentation and instructions) to specify (xi) elect to receive the number Cash Consideration for all of such holder’s 's shares (a "Cash Election"), (ii) elect to receive the Stock Consideration for all of such holder's shares (a "Stock Election"), (iii) elect to receive the Cash Consideration with respect to some of such holder's shares and the Stock Consideration with respect to such holder's remaining shares (a "Mixed Election"), or (iv) make no election or to indicate that such holder has no preference as to the receipt of the Cash Consideration or the Stock Consideration (a "Non-Election"). Holders of record of shares of Heritage Common Stock who hold such shares as nominees, trustees or in other representative capacities (a "Representative") may submit multiple Election Forms, provided that such Representative certifies that each such Election Form covers all the shares of Heritage Common Stock held by that Representative for a particular beneficial owner. Shares of Heritage Common Stock as to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as "Cash Election Shares." Shares of Heritage Common Stock as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as "Stock Election Shares." Shares of Heritage Common Stock as to which no election has been made are referred to as "Non-Election Shares." The aggregate number of shares of Heritage Common Stock with respect to which such holder makes a Mixed Election (each such share, a “Mixed Election Share”), (y) the number of such holder’s Shares with respect to which such holder makes a Cash Election (each such share, a “Cash Election Share”) and (z) the number of such holder’s Shares with respect to which such holder makes a Stock Election has been made is referred to herein as the "Stock Election Number." (each such sharec) To be effective, a “Stock properly completed Election Share”). (b) Parent Form shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Shares between the record date for the Company Stockholder Meeting and the close of business on the Business Day prior to the Election Deadline, and the Company shall provide submitted to the Exchange Agent all information reasonably necessary for it to perform on or before 5:00 p.m. New York City time on the 20th calendar day following the Mailing Date (or such other time and date as specified herein. Heritage and SouthBanc may mutually agree) (c) Any Shares with respect to which the "Election Deadline"). An election shall have been properly made only if the Exchange Agent has not shall have actually received an effective, a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (including or customary affidavits and, if required by SouthBanc pursuant to Section 1.4(i), indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Heritage Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form) on or before 5:00 p.m., Eastern Time, on the date that is one Business Day immediately preceding the Company Stockholder Meeting (or such other . Any Heritage stockholder may at any time and date as Parent and the Company shall agree in writing) (the “Election Deadline”) (other than Shares prior to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) shall be deemed to be “No Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares. An Election Form shall be effective and properly made and completed if the Exchange Agent shall have actually received at its designated office by the Election Deadline, an Election Form (including duly executed transmittal materials included with the Election Form) properly completed and signed and accompanied by (i) Certificates representing the Shares to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election Form. The Election Form shall specify that delivery shall be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked change his or changed by the authorized Person properly submitting such Election Form, her election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Election Form. Any Heritage stockholder may, at 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 or by withdrawal prior to the Election Deadline of his or her Certificates, or of the guarantee of delivery of such Certificates, previously deposited with the Exchange Agent. In All elections shall be revoked automatically if the event an Exchange Agent is notified in writing by SouthBanc and Heritage that this Agreement has been terminated. If a stockholder either (i) does not submit a properly completed Election Form is revoked by the Election Deadline, or (ii) revokes its Election Form prior to the Election Deadline, the Shares represented shares of Heritage Common Stock held by such stockholder shall be designated Non-Election Shares. SouthBanc shall cause the Certificates representing Heritage Common Stock described in (ii) to be promptly returned without charge to the person submitting the Election Form shall become No Election Shares, except upon written request to that effect from the extent a subsequent election is properly made with respect to any or all of Shares prior to person who submitted the Election DeadlineForm. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None . (d) Notwithstanding any other provision contained in this Agreement, 50% of Parentthe total number of shares of Heritage Common Stock outstanding at the Effective Time, less 50% of the aggregate number of shares of Heritage Common Stock acquired by SouthBanc prior to the Effective Time (the "Stock Conversion Number"), shall be converted into the Stock Consideration and the remaining outstanding shares of Heritage Common Stock shall be converted into the Cash Consideration (in each case, excluding (i) shares of Heritage Common Stock to be canceled as provided in Section 1.2(d) and (ii) Dissenters" Shares (the shares remaining outstanding after such exclusion constituting, for purposes of this Agreement, the Company"Outstanding Heritage Shares")); provided, however, that for federal income tax purposes, it is intended that the Merger Sub will qualify as a reorganization under the provisions of Section 368(a) of the IRC and, notwithstanding anything to the contrary contained herein, in order that the Merger will not fail to satisfy continuity of interest requirements under applicable federal income tax principles relating to reorganizations under Section 368(a) of the IRC, as reasonably determined by counsel to SouthBanc and Heritage, SouthBanc shall increase the number of outstanding Heritage shares that will be converted into the Stock Consideration and reduce the number of outstanding Heritage shares that will be converted into the right to receive the Cash Consideration. (e) Within five business days after the later to occur of the Election Deadline or the Effective Time, SouthBanc shall cause the Exchange Agent to effect the allocation among holders of Heritage Common Stock of rights to receive the Cash Consideration and the Stock Consideration as follows: (i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be under any obligation converted into the right to notify any Person receive the Cash Consideration, and each holder of any defect Stock Election Shares will be entitled to receive the Stock Consideration in an respect of that number of Stock Election FormShares equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder's Stock Election Shares being converted into the right to receive the Cash Consideration; (ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the "Shortfall Number"), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non- Election Shares equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder's Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non- Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder's Cash Election Shares being converted into the right to receive the Cash Consideration. For purposes of this Section 1.3(e), if SouthBanc is obligated to increase the number of Outstanding Heritage Shares to be converted into shares of SouthBanc Common Stock as a result of the application of the last clause of Section 1.3(d) above, then the higher number shall be substituted for the Stock Conversion Number in the calculations set forth in this Section 1.3(e).

Election and Proration Procedures. (a) Parent shall prepare and file an An election form in such form as CKF Bancorp and substance reasonably acceptable to Parent and the Company Kentucky First shall mutually agree (which form shall include the items described in clause (i) and (ii) of Section 2.3(b)) (the an “Election Form”) shall be mailed on the Mailing Date (as an exhibit defined below) to the Registration Statement. Parent shall direct and cause the Exchange Agent to mail the Election Form with the Proxy Statement/Prospectus to all persons who are each holder of record holders of the Shares shares of CKF Bancorp Common Stock as of a record date which shall be the same date as the record date for eligibility to vote on the Company Stockholder Meeting (the Merger. The “Mailing Date”” shall be the date on which proxy materials relating to the Merger are mailed to holders of shares of CKF Bancorp Common Stock. Kentucky First shall make available Election Forms as may be reasonably requested by all persons who become holders of CKF Bancorp Common Stock after the record date for eligibility to vote on the Merger and prior to the Election Deadline (as defined herein). , and CKF Bancorp shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. (b) Each Election Form shall permit a record entitle the holder of Shares shares of CKF Bancorp Common Stock (or the beneficial owner through appropriate and customary documentation and instructions) to specify (xi) elect to receive the number Cash Consideration for all of such holder’s shares (a “Cash Election”), (ii) elect to receive the Stock Consideration for all of such holder’s shares (a “Stock Election”), (iii) elect to receive a combination of cash and Kentucky First Common Stock, as described in clause (iii) of Section 2.5(a) herein, for all of such holder’s shares (a “Mixed Election”) or (iv) make no election or to indicate that such holder has no preference as to the receipt of the Cash Consideration or the Stock Consideration (a “Non-Election”). Holders of record of shares of CKF Bancorp Common Stock who hold such shares as nominees, trustees or in other representative capacities (a “Representative”) may submit multiple Election Forms, provided that such Representative certifies that each such Election Form covers all the shares of CKF Bancorp Common Stock held by that Representative for a particular beneficial owner. Shares of CKF Bancorp Common Stock as to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as “Cash Election Shares.” Shares of CKF Bancorp Common Stock as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” Shares of CKF Bancorp Common Stock as to which no election has been made are referred to as “Non-Election Shares.” The aggregate number of shares of CKF Bancorp Common Stock with respect to which such holder makes a Mixed Election (each such share, a “Mixed Election Share”), (y) the number of such holder’s Shares with respect to which such holder makes a Cash Election (each such share, a “Cash Election Share”) and (z) the number of such holder’s Shares with respect to which such holder makes a Stock Election (each such share, a has been made is referred to herein as the “Stock Election ShareNumber.”). (b) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Shares between the record date for the Company Stockholder Meeting and the close of business on the Business Day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (c) Any Shares with respect to which the Exchange Agent has not received an To be effective, a properly completed Election Form must be received by Illinois Stock Transfer Company (including duly executed transmittal materials included with the Election Form“Exchange Agent”) on or before 5:00 p.m., Eastern Central Time, on the date that is one Business Day immediately preceding the Company third business day subsequent to CKF Bancorp’s Stockholder Meeting (or such other time and date as Parent CKF Bancorp and the Company shall agree in writingKentucky First may mutually agree) (the “Election Deadline”) (other than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) shall be deemed to be “No Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares). An Election Form election shall be effective and have been properly made and completed only if the Exchange Agent shall have actually received at its designated office a properly completed Election Form by the Election Deadline, an . An Election Form shall be deemed properly completed only if accompanied by one or more certificates theretofore representing CKF Bancorp Common Stock (including “Certificate(s)”) (or customary affidavits and, if required by Kentucky First pursuant to Section 2.7(i), indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of CKF Bancorp Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form) properly completed and signed and accompanied by (i) Certificates representing the Shares . Any CKF Bancorp stockholder may at any time prior to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election Form. The Election Form shall specify that delivery shall be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked change his or changed by the authorized Person properly submitting such Election Form, her election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Election Form. Any CKF Bancorp stockholder may, at 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 or by withdrawal prior to the Election Deadline of his or her Certificates, or of the guarantee of delivery of such Certificates, previously deposited with the Exchange Agent. In All elections shall be revoked automatically if the event an Exchange Agent is notified in writing by Kentucky First and CKF Bancorp that this Agreement has been terminated. If a stockholder either (i) does not submit a properly completed Election Form is revoked by the Election Deadline or (ii) revokes its Election Form prior to the Election Deadline and does not submit a new properly executed Election Form prior to the Election Deadline, the Shares represented shares of CKF Bancorp Common Stock held by such stockholder shall be designated Non-Election Shares. Kentucky First shall cause the Certificates representing CKF Bancorp Common Stock described in clause (ii) to be promptly returned without charge to the person submitting the Election Form shall become No Election Shares, except upon written request to that effect from the extent a subsequent election is properly made with respect to any or all of Shares prior to person who submitted the Election DeadlineForm. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent. (d) Notwithstanding any other provision contained in this Agreement, the Companynumber of shares of CKF Bancorp Common Stock outstanding at the Effective Time that shall be converted into the Stock Consideration will equal the Stock Conversion Number, Merger Sub as defined below, and the remaining outstanding shares of CKF Bancorp Common Stock (excluding shares of CKF Bancorp Common Stock to be canceled as provided in Section 2.5(d) and Dissenters’ Shares) shall be converted into the Cash Consideration. The “Stock Conversion Number” shall be the lesser of: (i) 60% of the total number of shares of CKF Bancorp Common Stock issued and outstanding at the Effective Time, rounded down to the nearest whole number; or (ii) 811,375 shares divided by the Exchange Agent Ratio, rounded down to the nearest whole number. Notwithstanding anything herein to the contrary, for federal income tax purposes and solely so as to ensure that the Merger will qualify as a reorganization under the provisions of Section 368(a) of the IRC, Kentucky First in its sole discretion may elect to increase the Stock Conversion Number to ensure that the Stock Consideration will represent at least 40% of the value of the aggregate Merger Consideration, increased by the value of any Excluded Shares, each as measured as of the Effective Time. In such event, the Stock Conversion Number shall be under any obligation equal to notify any Person the number of any defect shares of CKF Bancorp Common Stock as increased in an Election Formthe sole discretion of Kentucky First pursuant to the preceding sentence.

Election and Proration Procedures. (a) Parent shall prepare and file an An election form in such form and substance reasonably acceptable to Parent and the Company (which form shall include the items described in clause (i) and (ii) of Section 2.3(b)) (the “Election Form”), which shall contain a release of claims in the form of Section 4.21 hereto and agreement of the Company Stockholders to comply with the obligations set forth in this Agreement applicable to Company Stockholders as if they were a direct party hereto (which agreement to comply shall be substantially in the form of Exhibit E hereto), shall be mailed on a date to be mutually agreed by the Parties that is not more than forty-five (45) as an exhibit nor less than thirty (30) days prior to the Registration Statement. Parent anticipated Closing Date or on such other date as the Parties shall direct and cause the Exchange Agent to mail the Election Form with the Proxy Statement/Prospectus to all persons who are record holders of the Shares as of the record date for the Company Stockholder Meeting mutually agree (the “Mailing Date”) to each holder of record of Company Common Stock as of the close of business on the fifth (5th) Business Day prior to the Mailing Date (the “Election Form Record Date”). . (b) Each Election Form shall permit a record the holder of Shares (or the beneficial owner through appropriate and customary documentation and instructions) to specify (x) the number of shares of such holder’s Shares Company Common Stock with respect to which such holder makes a Mixed Election (each such share, a “Mixed Election Share”), (y) the number of shares of such holder’s Shares Company Common Stock with respect to which such holder makes a Cash Election (each such share, a “Cash Election Share”) ), and (z) the number of shares of such holder’s Shares Company Common Stock with respect to which such holder makes a Stock Election (each such share, a “Stock Election Share”). (b) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Shares between the record date for the . Any Company Stockholder Meeting and the close of business on the Business Day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (c) Any Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form (including duly executed transmittal materials included with the Election Form), accompanied by any Company Certificates to which such Election Form relates (or affidavits of loss in lieu thereof) on or before 5:00 p.m., Eastern Time, on the date that is one Business Day immediately preceding twenty-fifth (25th) day following the Company Stockholder Meeting Mailing Date (or such other time and date as Parent and the Company Parties shall agree in writingagree) (the “Election Deadline”) (other than Company Shares to be cancelled in accordance with Section 2.1(c2.1(b) and other than Dissenting Shares) shall be deemed to be “No Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares. An Parent and the Company shall cooperate to prepare and deliver a notice to each Company Stockholder reasonably satisfactory to each of Parent and the Company announcing the date of the Election Form shall be effective Deadline not more than fifteen (15) Business Days before, and properly made and completed if at least five (5) Business Days prior to, the Exchange Agent shall have actually received at its designated office by Election Deadline. Not later than ten (10) Business Days after the Election Deadline, an Election Form (including duly executed transmittal materials included with unless the Election Form) properly completed and signed and accompanied by (i) Certificates representing Effective Time has not yet occurred, in which case as soon after the Shares to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates Effective Time as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election Form. The Election Form shall specify that delivery shall be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter)practicable, Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3Consideration: i. (i) If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (in addition to the Escrow Consideration and the Stockholders’ Representative Expense Amount, subject to the terms and conditions of this Agreement and the Escrow Agreement) (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) ), and (B) a number of shares of validly issued, fully paid and nonassessable non-assessable Parent Shares Common Stock equal to the product of the Stock Election Consideration, Consideration multiplied by a fraction equal to one (1) minus the Cash Fraction. (ii. ) If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (in addition to the Escrow Consideration and the Stockholders’ Representative Expense Amount, subject to the terms and conditions of this Agreement and the Escrow Agreement) (A) an amount of cash (without interest) equal to the amount of such excess by which the Available Cash Election Amount exceeds the Cash Election Amount divided by the number of Stock Election Shares Shares, and (B) a number of shares of validly issued, fully paid and nonassessable non-assessable Parent Shares Common Stock equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (ec) Any election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form (including duly executed transmittal materials included with the Election Form), accompanied by any Company Certificates to which such Election Form relates (or affidavits of loss in lieu thereof), by the Election Deadline. Any Election Form may be revoked or changed by the authorized Person properly submitting such Election Form, by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the Shares shares of Company Common Stock represented by such Election Form shall become No Election Shares, except to the extent a subsequent election is properly made with respect to any or all of Shares such shares of Company Common Stock prior to the Election Deadline. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company, Merger Sub or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form.

Election and Proration Procedures. (a) Parent shall prepare and file an An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates theretofore representing Seller Stock shall pass only upon delivery of such Certificates to the Exchange Agent) in such form as Center and substance reasonably acceptable to Parent and the Company Seller shall mutually agree (which form shall include the items described in clause (i) and (ii) of Section 2.3(b)) (the “Election Form”) as an exhibit to the Registration Statement. Parent shall direct and cause be mailed by the Exchange Agent to mail no less than five (5) Business Days after the Effective Day (the “Election Form with the Proxy Statement/Prospectus Mailing Date”) to all persons who are each holder of record holders of the Shares Seller Stock as of the record date Effective Day. Seller shall provide to the Exchange Agent all information reasonably necessary for the Company Stockholder Meeting (the “Mailing Date”)it to perform its obligations as specified herein. Each Election Form shall permit a record the holder of Shares (or the beneficial owner through appropriate and customary documentation and instructions) to specify elect (xan “Election”) the number to receive either (i) Center Stock (a “Stock Election”) with respect to all of such holder’s Shares Seller Stock, (ii) cash (a “Cash Election”) with respect to which such holder makes a Mixed Election (each such share, a “Mixed Election Share”), (y) the number all of such holder’s Shares with Seller Stock, or (iii) a specified number of shares of Center Stock in respect to which such holder makes a Cash Election (each such share, a “Cash Election Share”) and (z) the number of some of such holder’s Seller Shares with respect to which such holder makes a Stock Election (each such share, a “Combination Stock Election ShareElection”) and a specified amount of cash in respect of such holder’s remaining Seller Shares (a “Combination Cash Election”). (b) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Shares between the record date for the Company Stockholder Meeting and the close of business on the Business Day prior , subject to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (c) provisions contained in this Agreement. Any Shares Seller Stock with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent has not received Agent, an effective, properly completed Election Form (including duly executed transmittal materials included with prior to the Election Form) on or before 5:00 p.m., Eastern Time, on the date that is one Business Day immediately preceding the Company Stockholder Meeting (or such other time and date as Parent and the Company shall agree in writing) (the “Election Deadline”) (other than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) Deadline shall be deemed to be “No Undesignated Shares” hereunder. (b) Any Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares. An Election Form shall be effective and been properly made and completed effective only if the Exchange Agent shall have actually received at its designated office a properly completed Election Form by 5:00 P.M. California time on or before the 30th day following the Election Form Mailing Date, or such later time and date as Center and Seller may mutually agree prior to the Effective Time (the “Election Deadline, ”). An Election Form shall be deemed properly completed only if an Election is indicated for each share of Seller Stock covered by such Election Form and if accompanied by one or more Certificates (including or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of Seller Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form) properly completed and signed and accompanied by (i) Certificates representing the Shares to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election Form. The Election Form shall specify that delivery shall be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked or changed by the authorized Person properly person submitting such Election Form, by written notice received by the Exchange Agent Form at or prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the Shares shares of Seller Stock represented by such Election Form shall automatically become No Undesignated Shares unless and until a new Election Shares, except to the extent a subsequent election Form is properly completed and made with respect to any such shares on or all of Shares prior to before the Election Deadline. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 decisions made in good faith decisions of the Exchange Agent regarding in determining such matters shall be binding and conclusive. None of ParentNeither Center, the Company, Merger Sub or Seller nor the Exchange Agent shall be under any obligation to notify any Person person of any defect in an Election Form. (c) For purposes of this Section 2.7, the following definitions shall apply:

Election and Proration Procedures. (a) Parent shall prepare and file an An election form in such form as Factory Point Bancorp and substance reasonably acceptable to Parent and the Company Berkshire Hills Bancorp shall mutually agree (which form shall include the items described in clause (i) and (ii) of Section 2.3(b)) (the an “Election Form”) shall be mailed on the Mailing Date (as an exhibit defined below) to the Registration Statement. Parent shall direct and cause the Exchange Agent to mail the Election Form with the Proxy Statement/Prospectus to all persons who are each holder of record holders of the Shares shares of Factory Point Bancorp Common Stock as of a record date which shall be the same date as the record date for eligibility to vote on the Company Stockholder Meeting (the Merger. The “Mailing Date”” shall be the date on which proxy materials relating to the Merger are mailed to holders of shares of Factory Point Bancorp Common Stock. Berkshire Hills Bancorp shall make available Election Forms as may be reasonably requested by all persons who become holders of Factory Point Bancorp Common Stock after the record date for eligibility to vote on the Merger and prior to the Election Deadline (as defined herein). , and Factory Point Bancorp shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. (b) Each Election Form shall permit a record entitle the holder of Shares shares of Factory Point Bancorp Common Stock (or the beneficial owner through appropriate and customary documentation and instructions) to specify (xi) elect to receive the number Cash Consideration for all of such holder’s shares (a “Cash Election”), (ii) elect to receive the Stock Consideration for all of such holder’s shares (a “Stock Election”), (iii) elect to receive the Cash Consideration with respect to some of such holder’s shares and the Stock Consideration with respect to such holder’s remaining shares (a “Mixed Election”) or (iv) make no election or to indicate that such holder has no preference as to the receipt of the Cash Consideration or the Stock Consideration (a “Non-Election”). Holders of record of shares of Factory Point Bancorp Common Stock who hold such shares as nominees, trustees or in other representative capacities (a “Representative”) may submit multiple Election Forms, provided that such Representative certifies that each such Election Form covers all the shares of Factory Point Bancorp Common Stock held by that Representative for a particular beneficial owner. Shares of Factory Point Bancorp Common Stock as to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as “Cash Election Shares.” Shares of Factory Point Bancorp Common Stock as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” Shares of Factory Point Bancorp Common Stock as to which no election has been made are referred to as “Non-Election Shares.” The aggregate number of shares of Factory Point Bancorp Common Stock with respect to which such holder makes a Mixed Election (each such share, a “Mixed Election Share”), (y) the number of such holder’s Shares with respect to which such holder makes a Cash Election (each such share, a “Cash Election Share”) and (z) the number of such holder’s Shares with respect to which such holder makes a Stock Election (each such share, a has been made is referred to herein as the “Stock Election ShareNumber.”). (b) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Shares between the record date for the Company Stockholder Meeting and the close of business on the Business Day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (c) Any Shares with respect to which the Exchange Agent has not received an To be effective, a properly completed Election Form must be received by Registrar and Transfer Company (including the “Exchange Agent”) on or before 5:00 p.m., New York City time, on the fifth business day subsequent to Factory Point Bancorp’s Shareholder Meeting (or such other time and date as Factory Point Bancorp and Berkshire Hills Bancorp may mutually agree) (the “Election Deadline”). An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates theretofore representing Factory Point Bancorp Common Stock (“Certificate(s)”) (or customary affidavits and, if required by Berkshire Hills Bancorp pursuant to Section 2.7(i), indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Factory Point Bancorp Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form) on or before 5:00 p.m., Eastern Time, on the date that is one Business Day immediately preceding the Company Stockholder Meeting (or such other . Any Factory Point Bancorp shareholder may at any time and date as Parent and the Company shall agree in writing) (the “Election Deadline”) (other than Shares prior to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) shall be deemed to be “No Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares. An Election Form shall be effective and properly made and completed if the Exchange Agent shall have actually received at its designated office by the Election Deadline, an Election Form (including duly executed transmittal materials included with the Election Form) properly completed and signed and accompanied by (i) Certificates representing the Shares to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election Form. The Election Form shall specify that delivery shall be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked change his or changed by the authorized Person properly submitting such Election Form, her election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Election Form. Any Factory Point Bancorp shareholder may, at 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 or by withdrawal prior to the Election Deadline of his or her Certificates, or of the guarantee of delivery of such Certificates, previously deposited with the Exchange Agent. In All elections shall be revoked automatically if the event an Exchange Agent is notified in writing by Berkshire Hills Bancorp and Factory Point Bancorp that this Agreement has been terminated. If a shareholder either (i) does not submit a properly completed Election Form is revoked by the Election Deadline or (ii) revokes its Election Form prior to the Election Deadline and does not submit a new properly executed Election Form prior to the Election Deadline, the Shares represented shares of Factory Point Bancorp Common Stock held by such shareholder shall be designated Non-Election Shares. Berkshire Hills Bancorp shall cause the Certificates representing Factory Point Bancorp Common Stock described in clause (ii) to be promptly returned without charge to the person submitting the Election Form shall become No Election Shares, except upon written request to that effect from the extent a subsequent election is properly made with respect to any or all of Shares prior to person who submitted the Election DeadlineForm. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None . (d) Notwithstanding any other provision contained in this Agreement, 80% of Parentthe total number of shares of Factory Point Bancorp Common Stock outstanding at the Effective Time (the “Stock Conversion Number”) shall be converted into the Stock Consideration and the remaining outstanding shares of Factory Point Bancorp Common Stock (excluding shares of Factory Point Bancorp Common Stock to be canceled as provided in Section 2.5(d) and Dissenters’ Shares) shall be converted into the Cash Consideration; provided, however, that for federal income tax purposes, it is intended that the CompanyMerger will qualify as a reorganization under the provisions of Section 368(a) of the IRC and, notwithstanding anything to the contrary contained herein, in order that the Merger Sub will not fail to satisfy continuity of interest requirements under applicable federal income tax principles relating to reorganizations under Section 368(a) of the IRC, Berkshire Hills Bancorp shall increase the number of shares of Factory Point Bancorp Common Stock that will be converted into the Stock Consideration and reduce the number of shares of Factory Point Bancorp Common Stock that will be converted into the right to receive the Cash Consideration to ensure that the Stock Consideration will represent at least 40% of the value of the aggregate Merger Consideration, increased by the value of any Excluded Shares, each as measured as of the Effective Time. (e) Within five business days after the later to occur of the Election Deadline or the Effective Time, Berkshire Hills Bancorp shall cause the Exchange Agent to effect the allocation among holders of Factory Point Bancorp Common Stock of rights to receive the Cash Consideration and the Stock Consideration as follows: (i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be under any obligation converted into the right to notify any Person receive the Cash Consideration, and each holder of any defect Stock Election Shares will be entitled to receive (A) the Stock Consideration in an respect of the number of Stock Election FormShares held by such holder multiplied by a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number and (B) the Cash Consideration in respect of the remaining number of such holder’s Stock Election Shares; (ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and each holder of Non-Election Shares shall receive (1) the Stock Consideration in respect of the number of Non-Election Shares held by such holder multiplied by a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares and (2) the Cash Consideration in respect of the remaining number of such holder’s Non-Election Shares; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and each holder of Cash Election Shares shall receive (1) the Stock Consideration in respect of the number of Cash Election Shares held by such holder multiplied by a fraction, the numerator of which is the amount by which the Shortfall Number exceeds the number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares and (2) the Cash Consideration in respect of the remaining number of such holder’s Cash Election Shares. For purposes of the foregoing calculations, Excluded Shares shall be deemed Cash Election Shares. For purposes of this Section 2.6(e), if Berkshire Hills Bancorp is obligated to increase the number of shares of Factory Point Bancorp Common Stock to be converted into shares of Berkshire Hills Bancorp Common Stock as a result of the application of the last clause of Section 2.6(d) above, then the higher number shall be substituted for the Stock Conversion Number in the calculations set forth in this Section 2.6(e).

Election and Proration Procedures. (a) Parent shall prepare and file an An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Fidelity Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent in such form as HFC and substance reasonably acceptable Fidelity shall mutually agree) ("Election Form") shall be mailed by or on behalf of HFC no less than thirty-five (35) days prior to Parent the anticipated Effective Time of the Holding Company Merger, as jointly determined by HFC and Fidelity, or on such other date as HFC and Fidelity shall mutually agree ("Mailing Date") to each holder of record of Fidelity Stock and holder of record of the Fidelity Senior Notes who has submitted to Fidelity and the Exchange Agent a written irrevocable election to convert in full the Fidelity Senior Note held by such person into shares of Fidelity Stock prior to the Effective Time of the Holding Company Merger as of five Business Days prior to the Mailing Date (which form "Election Form Record Date"). HFC shall include the items described in clause make available one or more Election Forms as may be reasonably requested by all persons who become holders (i) and (ii) of Section 2.3(b)or beneficial owners) (the “term "beneficial owner" and "beneficial ownership" for purposes of this Agreement shall have the meaning set forth in Section 13(d) of the Exchange Act) of Fidelity Stock after the Election Form”) as an exhibit Form Record Date and prior to the Registration Statement. Parent Election Deadline, and Fidelity shall direct and cause provide to the Exchange Agent all information reasonably necessary for it to mail the Election Form with the Proxy Statement/Prospectus to all persons who are record holders of the Shares perform its obligations as of the record date for the Company Stockholder Meeting (the “Mailing Date”)specified herein. Each Election Form shall permit a record the holder of Shares (or the beneficial owner through appropriate and customary documentation and instructions) to specify elect (xan "Election") the number to receive (i) HFC Stock (a "Stock Election") with respect to all of such holder’s Shares 's Fidelity Stock, or (ii) cash (a "Cash Election") with respect to which such holder makes a Mixed Election (each such share, a “Mixed Election Share”), (y) the number all of such holder’s Shares with respect to which 's Fidelity Stock, or (iii) HFC Stock for a specified number of shares of Fidelity Stock (a "Combination Stock Election") and cash for the remaining number of shares of Fidelity Stock held by such holder makes (a "Combination Cash Election (each such shareElection"). Any Fidelity Stock and Fidelity Stock into which the Fidelity Notes will be converted, a “Cash Election Share”) other than Dissenting Shares and (z) the number of such holder’s Shares with respect to which such holder makes a Stock Election (each such shareTreasury Shares, a “Stock Election Share”). (b) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Shares between the record date for the Company Stockholder Meeting and the close of business on the Business Day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (c) Any Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form (including duly executed transmittal materials included with prior to the Election FormDeadline shall be deemed to be "Undesignated Shares" hereunder. (b) on or before Any Election shall have been properly made and effective only if the Exchange Agent shall have actually received a properly completed Election Form which has not been revoked by 5:00 p.m., Eastern Pacific Time, on by the date that is one Business Day immediately preceding 30th day following the Company Stockholder Meeting Mailing Date (or such other time and date as Parent HFC and the Company shall agree in writingFidelity may mutually agree) (the “"Election Deadline”) (other than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) shall be deemed to be “No Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares"). An Election Form shall be effective deemed properly completed only if an Election is indicated for each share of Fidelity Stock covered by such Election Form and properly made if accompanied by one or more certificates (or customary affidavits and completed if indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of Fidelity Stock covered by such Election Form, together with duly executed transmittal materials included in or required by the Election Form. Any Election Form may be revoked by the person submitting such Election Form at or prior to the Election Deadline, provided that the Exchange Agent shall have actually received at its designated office by the Election Deadline, an Election Form (including duly executed transmittal materials included with the Election Form) properly completed and signed and accompanied by (i) Certificates representing the Shares to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election Form. The Election Form shall specify that delivery shall be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked or changed by the authorized Person properly submitting such Election Form, by written notice received by the Exchange Agent prior to the Election DeadlineDeadline a written notice revoking such Election Form and specifying the shares of Fidelity Stock covered by such revoked Election Form. In the event an Election Form is revoked prior to the Election Deadline, the Shares represented by shares of Fidelity Stock representing such Election Form shall automatically become No Undesignated Shares unless and until a new Election Shares, except to the extent a subsequent election is properly made with respect to any such shares on or all of Shares prior to before the Election Deadline, and Fidelity shall cause the certificates representing such shares of Fidelity Stock to be promptly returned without charge to the person submitting the revoked Election Form upon written request to that effect from the holder who submitted such Election Form. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, Election or revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of Fidelity and HFC required by the Exchange Agent regarding and made in good faith in determining such matters shall be binding and conclusive. None of Parent, the Company, Merger Sub or Neither HFC nor the Exchange Agent shall be under any obligation to notify any Person person of any defect in an Election Form. (c) As promptly as practicable but not later than five Business Days prior to the Effective Time of the Holding Company Merger, HFC shall cause the Exchange Agent to effect the allocation among the holders of Fidelity Stock of rights to receive HFC Stock or cash in the Holding Company Merger in accordance with the Election Forms as follows: (i) if the aggregate number of shares of Fidelity Stock as to which Stock Elections and Combination Stock Elections shall have effectively been made times the Exchange Ratio is approximately equal to the Stock Amount, then: (A) Each holder of Fidelity Stock who made an effective Stock Election or Combination Stock Election shall receive the number of shares of HFC Stock which is equal to the product of the Exchange Ratio multiplied by the number of shares of Fidelity Stock covered by such Stock Election or Combination Stock Election; and (B) Each holder of Fidelity Stock who made an effective Cash Election or Combination Cash Election, and each holder of Undesignated Shares shall receive the Price Per Share in cash for each such share of Fidelity Stock or Undesignated Share. (ii) if the aggregate number of shares of Fidelity Stock as to which Stock Elections and Combination Stock Elections shall have effectively been made times the Exchange Ratio exceeds, and is not approximately equal to, the Stock Amount, then: (A) Each holder of Fidelity Stock who made an effective Cash Election or Combination Cash Election shall receive the Price Per Share in cash for each such share of Fidelity Stock; (B) Each holder of Undesignated Shares shall be deemed to have made Cash Elections and shall receive the Price Per Share in cash for each such Undesignated Share; and (C) A stock proration factor (the "Stock Proration Factor") shall be determined by dividing (1) the Stock Amount by (2) the product of the Exchange Ratio and the number of shares of Fidelity Stock with respect to which effective Stock Elections and Combination Stock Elections were made. Each holder of Fidelity Stock who made an effective Stock Election or Combination Stock Election shall be entitled to: (I) the number of shares of HFC Stock equal to the product of (x) the Exchange Ratio, multiplied by (y) the number of shares of Fidelity Stock covered by such Stock Election or Combination Stock Election, multiplied by (z) the Stock Proration Factor, and (II) cash in an amount equal to the product of (x) the Price Per Share, multiplied by (y) the number of shares of Fidelity Stock covered by such Stock Election or Combination Stock Election, multiplied by (z) one minus the Stock Proration Factor. (iii) if the aggregate number of shares of Fidelity Stock as to which Stock Elections and Combination Stock Elections shall have effectively been made times the Exchange Ratio is less than, and is not approximately equal to, the Stock Amount, then: (A) Each holder of Fidelity Stock who made an effective Stock Election or Combination Stock Election shall receive the number of shares of HFC Stock equal to the product of the Exchange Ratio multiplied by the number of shares of Fidelity Stock covered by such Stock Election or Combination Stock Election; (B) The Exchange Agent shall select by random such number of holders of Undesignated Shares (other than holders of Undesignated Shares who delivered a written demand for appraisal to Fidelity before the Fidelity Stockholders' Meeting and who did not vote in favor of the Holding Company Merger as required by Section 262 of the Delaware General Corporation Law prior to the meeting of shareholders to be held pursuant to Section 6.5) to receive HFC Stock as shall be necessary so that the shares of HFC Stock to be received by those holders, when combined with the number of shares for which a Stock Election or Combination Stock Election has been made, multiplied by the Exchange Ratio shall be approximately equal to the Stock Amount. If all of said Undesignated Shares plus all shares as to which Stock Elections and Combination Stock Elections have been made together multiplied by the Exchange Ratio are less than, and not approximately equal to, the Stock Amount, then: (C) A cash proration factor (the "Cash Proration Factor") shall be determined by dividing (1) the amount which is the difference between (x) the number obtained by dividing the Stock Amount by the Exchange Ratio and (y) the sum of the number of shares of Fidelity Stock with respect to which effective Stock Elections and Combination Stock Elections were made and the number of Undesignated Shares selected pursuant to subparagraph (iii)(B) above by (2) the number of shares of Fidelity Stock with respect to which effective Cash Elections and Combination Cash Elections were made. Each holder of Fidelity Stock who made an effective Cash Election or Combination Cash Election shall be entitled to: (I) cash equal to the product of (x) the Price Per Share, multiplied by (y) the number of shares of Fidelity Stock covered by such Cash Election or Combination Cash Election, multiplied by (z) one minus the Cash Proration Factor, and (II) the number of shares of HFC Stock equal to the product of (x) the Exchange Ratio, multiplied by (y) the number of shares of Fidelity Stock covered by such Cash Election or Combination Cash Election, multiplied by (z) the Cash Proration Factor. (iv) The prorata allocation process or the random selection process to be used by the Exchange Agent shall consist of such procedures as HFC and Fidelity shall mutually determine. (d) For purposes of this Section 2.6, the shares of which HFC Stock is to be issued as consideration in the Merger shall be deemed to be "approximately equal" to the Stock Amount if such number is within 10,000 shares of HFC Stock of such amount.

Election and Proration Procedures. (a) Parent shall prepare and file an An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates theretofore representing Seller Stock shall pass only upon delivery of such Certificates to the Exchange Agent) in such form as Company and substance Seller shall mutually agree ("Election Form") shall be mailed no less than 35 days prior to the anticipated Effective Time or on such other date as Seller and Company shall mutually agree ("Mailing Date") to each holder of record of Seller Stock as of five Business Days prior to the Mailing Date ("Election Form Record Date"). Company shall make available one or more Election Forms as may be reasonably acceptable to Parent and the Company requested by all persons who become holders (which form shall include the items described in clause (i) and (iior beneficial owners) of Section 2.3(b)) (Seller Stock after the “Election Form”) as an exhibit Form Record Date and prior to the Registration Statement. Parent Election Deadline (as defined below), and Seller shall direct and cause provide to the Exchange Agent all information reasonably necessary for it to mail the Election Form with the Proxy Statement/Prospectus to all persons who are record holders of the Shares perform its obligations as of the record date for the Company Stockholder Meeting (the “Mailing Date”)specified herein. Each Election Form shall permit a record the holder of Shares (or the beneficial owner through appropriate and customary documentation and instructions) to specify elect (xan "Election") the number to receive either (i) Company Stock (a "Stock Election") with respect to all of such holder’s Shares 's Seller Stock, (ii) cash (a "Cash Election") with respect to which such holder makes a Mixed Election (each such share, a “Mixed Election Share”), (y) the number all of such holder’s Shares with respect 's Seller Stock, or (iii) a specified number of shares of Seller Stock to which such holder makes receive Company Stock (a Cash Election (each such share, a “Cash Election Share”"Combination Stock Election") and (z) the a specified number of such holder’s Shares with respect shares of Seller Stock to which such holder makes receive cash (a Stock Election (each such share"Combination Cash Election"), a “Stock Election Share”). (b) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Shares between the record date for the Company Stockholder Meeting and the close of business on the Business Day prior subject to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. provisions contained in this Agreement. Any Seller Stock (cother than Seller Dissenting Shares) Any Shares with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent has not received Agent, an effective, properly completed Election Form (including duly executed transmittal materials included with received prior to the Election Form) on or before 5:00 p.m., Eastern Time, on the date that is one Business Day immediately preceding the Company Stockholder Meeting (or such other time and date as Parent and the Company shall agree in writing) (the “Election Deadline”) (other than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) Deadline shall be deemed to be “No "Undesignated Shares" hereunder. (b) Any Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares. An Election Form shall be effective and been properly made and completed effective only if the Exchange Agent shall have actually received at its designated office a properly completed Election Form by 5:00 P.M. California time on or before the 30th day following the Mailing Date, or such other time and date as Company and Seller may mutually agree (the "Election Deadline, "). An Election Form shall be deemed properly completed only if an Election is indicated for each share of Seller Stock covered by such Election Form and if accompanied by one or more Certificates (including or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Seller Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form) properly completed and signed and accompanied by (i) Certificates representing the Shares to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election Form. The Election Form shall specify that delivery shall be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked or changed by the authorized Person properly person submitting such Election Form, by written notice received by the Exchange Agent Form at or prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the Shares shares of Seller Stock represented by such Election Form shall automatically become No Undesignated Shares unless and until a new Election Shares, except to the extent a subsequent election is properly completed and made with respect to any such shares on or all of Shares prior to before the Election Deadline, and Company shall cause the Certificates representing such shares of Seller Stock to be promptly returned without charge to the person submitting the revoked Election Form upon written request to that effect from the holder who submitted such Election Form. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 decisions of Company and Seller required by the Exchange Agent regarding and made in good faith in determining such matters shall be binding and conclusive. None The Exchange Agent shall notify as soon as reasonably possible any person of Parentany material defect in his or her Election Form. (c) Company shall use its best efforts to cause the Exchange Agent to effect the allocation among the holders of Seller Stock of rights to receive Company Stock or cash in the Bank Merger as follows: (i) If the conversion of shares of Seller Stock for which Cash Election and Combination Cash Elections shall have effectively been made would result in a number of shares of Company Stock being issued that is greater than the Aggregate Company Share Amount (which shall be determined for this purpose on the assumption that all shares of Seller Stock [other than those for which Cash Elections or Combination Cash Elections have been made] would be entitled to receive Company Stock,) then, to the Companyextent necessary so that the number of shares of Company Stock to be issued in the Bank Merger shall be equal to the Aggregate Company Share Amount, Merger Sub or the Exchange Agent shall make the following allocations and adjustments in the following order: (1) shares of Seller Stock for which effective Cash Elections or Combination Cash Elections have been made shall be under any obligation converted into the right to notify any Person of any defect receive cash in an amount equal to the Per Share Cash Consideration; (2) the Exchange Agent shall select by lot such number of holders of Undesignated Shares to receive the Per Share Cash Consideration as shall be necessary so that the shares of Company Stock to be received by other holders of Undesignated Shares, when combined with the number of shares of Company Stock for which Stock Elections or Combination Stock Elections have been made shall be equal to the Aggregate Company Share Amount. If all Undesignated Shares are converted into the right to receive the Per Share Cash Consideration and the shares for which Stock Election Formand Combination Stock Elections are still greater than the Aggregate Company Share Amount, then; (3) a stock proration factor (the "Stock Proration Factor") shall be determined by dividing (x) the Aggregate Company Share Amount by (y) the product of (i) the total number of shares of Seller Stock with respect to which effective Stock Elections and Combination Stock Elections were made multiplied by (ii) the Exchange Ratio. Each holder of Seller Stock who made an effective Stock Election or Combination Stock Election shall be entitled to: (a) the number of shares of Company Stock equal to the product of (x) the Exchange Ratio, multiplied by (y) the number of shares of Seller Stock covered by such Stock Election or Combination Stock Election, multiplied by (z) the Stock Proration Factor; and (b) cash in an amount equal to the product of (x) the Per Share Cash Consideration, multiplied by (y) the number of shares Seller Stock covered by such Stock Election or Combination Stock Election, multiplied by (z) one minus the Stock Proration Factor. (ii) If the conversion of the shares of Seller Stock for which Stock Elections and Combination Stock Elections shall have effectively been made (based upon the Exchange Ratio) would result in a number of shares of Company Stock being issued that is less than the Aggregate Company Share Amount (which shall be determined for this purpose on the assumption that all shares of Seller Stock [other than those for which Stock Elections or Combination Stock Elections have been made] would be entitled to receive the Per Share Cash Consideration), then, to the extent necessary so that the number of shares of Company Stock to be issued in the Bank Merger shall be equal to the Aggregate Company Share Amount, the Exchange Agent shall make the following allocations and adjustments in the following order: (1) each holder of Seller Stock who made an effective Stock Election or Combination Stock Election shall receive the number of shares of Company Stock equal to the product of the Exchange Ratio multiplied by the number of shares of Seller Stock covered by such Stock Election or Combination Stock Election; (2) the Exchange Agent shall select by lot such number of holders of Undesignated Shares to receive Company Stock as shall be necessary so that the shares of Company Stock to be received by those holders, when combined with the number of shares of Company Stock for which a Stock Election or Combination Stock Election has been made shall be equal to at least the Aggregate Company Share Amount. If all Undesignated Shares plus all shares as to which Stock Elections and Combination Stock Elections have been made together are still less than the Aggregate Company Share Amount, then; (3) a cash proration factor (the "Cash Proration Factor") shall be determined by dividing (x) the Aggregate Company Share Amount (less the product of (i) the sum of the shares for which an effective Stock Election and Combination Stock Election has been made plus all the Undesignated Shares multiplied by (ii) the Exchange Ratio) by (y) the product of (i) the sum of the total number of shares of Seller Stock with respect to which effective Cash Elections and Combination Cash Elections were made multiplied by (ii) the Exchange Ratio. Each holder of Seller Stock who made an effective Cash Election or Combination Cash Election shall be entitled to: (a) cash equal to the product of (x) the Per Share Cash Consideration, multiplied by (y) the number of shares of Seller Stock covered by such Cash Election or Combination Cash Election, multiplied by (z) one minus the Cash Proration Factor; and (b) the number of shares of Company Stock equal to the product of (x) the Exchange Ratio, multiplied by (y) the number of shares of Seller Stock covered by such Cash Election or Combination Cash Election, multiplied by (z) the Cash Proration Factor. (iii) If the aggregate number of shares of Seller Stock for which Stock Elections and Combination Stock Elections shall have effectively been made would result in a number of shares of Company Stock being issued that is equal to the Aggregate Company Share Amount, (1) the shares of Seller Stock for which effective Stock Elections and Combination Stock Elections have been made shall be converted into the right to receive Company Stock equal to the product of the Exchange Ratio multiplied by the number of shares of Seller Stock covered by such Stock Elections and Combination of Stock Elections; (2) the shares of Seller Stock for which effective Cash Elections and Combination Cash Elections have been made shall be converted into the right to receive the Per Share Cash Consideration; and (3) the Undesignated Shares shall be converted into the right to receive the Per Share Cash Consideration. (iv) Notwithstanding any other provision of this Agreement, if, after applying the allocation rules set forth in the preceding subsections of this Section 2.7(c), the number of shares of Company Stock that would be issued pursuant to the Bank Merger is less than the Aggregate Company Share Amount or more than the Aggregate Company Share Amount, Company shall be authorized to reallocate shares of Company Stock and cash among the holders of the Seller Stock in good faith and in such a manner as Company reasonably determines to be fair and equitable, or to vary the number of shares of Company Stock to be issued in the Bank Merger, in a manner such that the number of shares of Company Stock to be issued in the Bank Merger shall be equal to the Aggregate Company Share Amount. (v) Notwithstanding any other provision of this Agreement (other than Section 2.7(c)(iv) hereof), if any share of Seller Dissenting Shares fails to become Seller Perfected Dissenting Shares, such Seller Dissenting Shares shall automatically be converted into and represent the right to receive the consideration for such shares provided in this Agreement, without interest thereon. The consideration payable for any such shares of Seller Dissenting Stock shall be payable in cash, in shares of Company Stock, or in such combination of cash and Company Stock as shall be determined by Company as being necessary or appropriate to preserve the status of the Bank Merger as a "reorganization" within the meaning of section 368(a) of the Code. (d) The calculations required by Section 2.7(c) shall be prepared by Company prior to the Effective Time and shall be set forth in a certificate executed by the Chief Financial Officer of Company and furnished to Seller at least two Business Days prior to the Effective Time showing the manner of calculation in reasonable detail. Any calculation of a portion of a share of Company Stock shall be rounded to the nearest ten-thousandth of a share, and any cash payment shall be rounded to the nearest cent.

Election and Proration Procedures. (a) Parent shall prepare and file an election form in such form and substance reasonably acceptable to Parent and the Company (which form shall include the items described in clause (i) As of the Effective Time, Parent shall deposit, or shall cause to be deposited, with an exchange agent selected by Parent, with the Company's prior approval, which shall not be unreasonably withheld or delayed (the "EXCHANGE AGENT"), for the benefit of the holders of Certificates representing Company Securities issued and outstanding immediately prior to the Effective Time, the shares of Parent Common Stock, cash and any dividends or other distributions with respect to the Parent Common Stock to be issued or paid pursuant to Section 4.1 and this Section 4.2 in exchange for such Company Securities upon due surrender of such Certificates pursuant to the provisions of this Article IV (such cash and certificates representing shares of Parent Common Stock, together with any dividends or other distributions payable with respect thereto, being hereinafter referred to as the "EXCHANGE FUND"). (ii) of Section 2.3(b)) (Provided the “Election Form”) as an exhibit Average Parent Share Price is greater than or equal to the Registration Statement. Parent shall direct Floor Price, and cause the Exchange Agent subject to mail the Election Form allocation and proration in accordance with the Proxy Statement/Prospectus to all persons who are record holders provisions of the Shares as of the record date for the Company Stockholder Meeting (the “Mailing Date”). Each Election Form shall permit a this Section 4.2, each record holder of Shares and Convertible Preferred Shares (or other than Excluded Securities) issued and outstanding immediately prior to the beneficial owner through appropriate and customary documentation and instructionsElection Deadline (as defined below) shall be entitled (A) to specify elect to receive in respect of each such Company Security (x) the number of such holder’s Shares with respect to which such holder makes applicable Security Cash Consideration (a Mixed Election (each such share, a “Mixed Election Share”), "CASH ELECTION") or (y) the number applicable Security Stock Consideration (a "STOCK ELECTION") or (B) to indicate that such record holder has no preference as to the receipt of the applicable Security Cash Consideration or the applicable Security Stock Consideration for such holder’s Shares with or Convertible Preferred Shares (a "NON-ELECTION"). Shares and Convertible Preferred Shares in respect to of which a Non-Election is made (including Shares and Convertible Preferred Shares in respect of which such holder makes a Non-Election is deemed to have been made pursuant to this Section 4.2 and Section 4.3 (collectively, "NON-ELECTION SECURITIES") shall be deemed by Parent, in its sole and absolute discretion, subject to Sections 4.2(b)(v)-(vii), to be, in whole or in part, Shares and Convertible Preferred Shares in respect of which Cash Election (each such share, a “Cash Election Share”) and (z) the number of such holder’s Shares with respect to which such holder makes a Elections or Stock Election (each such share, a “Stock Election Share”)Elections have been made. (biii) Parent Elections pursuant to Section 4.2(b)(ii) shall make available one or more Election Forms be made on a form with such provisions as may be reasonably agreed upon by the Company and Parent (a "FORM OF ELECTION") to be requested from time provided by the Exchange Agent for that purpose to time by all Persons who become record holders (or beneficial owners) of Shares between and Convertible Preferred Shares (other than holders of Excluded Securities), together with appropriate transmittal materials, at the time of mailing to holders of record date for of Company Securities of the Company Stockholder Prospectus/Proxy Statement (as defined in Section 6.3) in connection with the Stockholders Meeting and the close of business on the Business Day prior referred to the Election Deadline, and the Company in Section 6.4. Elections shall provide be made by mailing to the Exchange Agent all information reasonably necessary for it a duly completed Form of Election. To be effective, a Form of Election must be (x) properly completed, signed and submitted to perform as specified herein. (c) Any Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form (including duly executed transmittal materials included with the Election Form) on or before 5:00 p.m., Eastern Time, on the date that is one Business Day immediately preceding the Company Stockholder Meeting (or such other time and date as Parent and the Company shall agree in writing) (the “Election Deadline”) (other than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) shall be deemed to be “No Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares. An Election Form shall be effective and properly made and completed if the Exchange Agent shall have actually received at its designated office by 5:00 p.m. on the Election Deadline, an Election Form business day that is two trading days prior to the Closing Date (including duly executed transmittal materials included with which date shall be publicly announced by Parent as soon as practicable but in no event less than ten trading days prior to the Election FormClosing Date) properly completed (the "ELECTION DEADLINE") and signed and (y) accompanied by (ithe Certificate(s) Certificates representing the Shares and Convertible Preferred Shares as to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company election is being made (or by an appropriate guarantee of delivery of such Certificates as set forth Certificate(s) by a commercial bank or trust company in such Election Form from the United States or a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under member of a registered national security exchange or of the Exchange Act); providedNational Association of Securities Dealers, Inc., PROVIDED that such Certificates are in fact delivered to the Exchange Agent by within five trading days after the time set forth in date of execution of such guarantee of delivery). The Company shall use its best efforts to make a Form of Election available to all Persons who become holders of record of Shares or Convertible Preferred Shares (other than Excluded Securities) or (ii) between the date of mailing described in the case first sentence of Book-Entry Shares, the documents required by the procedures set forth in this Section 4.2(b)(iii) and the Election FormDeadline. The Election Form Parent shall specify that delivery shall be madedetermine, in its sole and risk of loss and title to any Certificates absolute discretion, which authority it may delegate in whole or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares in part to the Exchange Agent, whether Forms of Election 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 accordance with a Form of Election submitted to the foregoing sentenceExchange Agent. A holder of Shares or Convertible Preferred Shares that does not submit an effective Form of Election prior to the Election Deadline shall be deemed to have made a Non-Election. (div) As soon as reasonably practicable following the Election Deadline (and in any event two (2An election pursuant to Section 4.2(b)(ii) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked or changed by the authorized Person properly submitting such Election Formrevoked, but only by written notice received by the Exchange Agent prior to the Election Deadline. In Any Certificate(s) representing Company Securities that have been submitted to the Exchange Agent in connection with an election shall be returned without charge to the holder thereof in the event an Election Form 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 Form of Election is thereafter submitted prior to the Election DeadlineDeadline in accordance with paragraph (b)(iii), such Shares and Convertible Preferred Shares shall be deemed Non-Election Securities. In the Shares represented by such Election Form shall become No Election Shares, except event that this Agreement is terminated pursuant to the extent a subsequent election is properly made with respect provisions hereof and any Company Securities have been transmitted to any or all of Shares prior to the Election Deadline. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent pursuant to the provisions hereof, such Company Securities shall promptly be returned without charge to the Person (as defined below) submitting the same. (v) In the event that the aggregate number of Share Equivalents represented by the outstanding Shares and Convertible Preferred Shares in respect of which Cash Elections have reasonable discretion been made exceeds the Cash Election Number, (a) all Shares and Convertible Preferred Shares in respect of which Stock Elections have been made or are deemed to determine whether any electionhave been made (the "STOCK ELECTION SECURITIES") shall be converted into the right to receive the applicable Securities Stock Consideration, revocation and (b) all Non-Election Securities and Shares and Convertible Preferred Shares in respect of which Cash Elections have been made shall be converted into the right to receive the respective applicable Security Stock Consideration or change has Security Cash Consideration in the following order and manner: (A) first, all Non-Election Securities shall be deemed to be Shares and Convertible Preferred Shares in respect of which Stock Elections have been properly or timely made and treated as Stock Election Securities; (B) second, if necessary, an aggregate number of shares and Convertible Preferred Shares in respect of which Cash Elections have been made shall be deemed converted into and treated as Stock Election Securities, (such aggregate number to disregard immaterial defects be apportioned pro-rata among record holders of such Shares and Convertible Preferred Shares, based on the number of Share Equivalents represented thereby), so that the number of Share Equivalents represented by the Shares and Convertible Preferred Shares so converted, when added to the Share Equivalents represented by all other Stock Election Securities (including Non-Election Securities deemed to be Stock Election Securities), shall equal as closely as practicable, the Stock Election Number; and (C) third, any remaining Shares and Convertible Preferred Shares in respect of which Cash Elections have been made and all Class B Preferred Shares shall be converted into the right to receive the applicable Security Cash Consideration. (vi) In the event that the aggregate number of Share Equivalents represented by the outstanding Shares and Convertible Preferred Shares in respect of which Stock Elections have been made exceeds the Stock Election Number, (a) all Shares and Convertible Preferred Shares in respect of which Cash Elections have been made or are deemed to have been made (the "CASH ELECTION SECURITIES") and all Class B Preferred Shares shall be converted into the right to receive the applicable Securities Cash Consideration, and (b) all Non-Election Securities and Shares and Convertible Preferred Shares in respect of which Stock Elections have been made shall be converted into the right to receive the respective applicable Security Cash Consideration and Security Stock Consideration in the following order and manner: (A) first, all Non-Election FormsSecurities shall be deemed to be Shares and Convertible Preferred Shares in respect of which Cash Elections have been made and treated as Cash Election Securities; (B) second, if necessary, an aggregate number of shares and Convertible Preferred Shares in respect of which Stock Elections have been made shall be deemed converted into and treated as Cash Election Securities, such aggregate number to be apportioned pro-rata among record holders of such Shares and Convertible Preferred Shares, based on the number of Share Equivalents represented thereby), so that the number of Share Equivalents represented by the Shares and Convertible Preferred Shares so converted, when added to the Share Equivalents represented by all Class B Preferred Shares and all other Cash Election Securities (including Non-Election Securities to be deemed Cash Election Securities), shall equal as closely as practicable the Cash Election Number; and (C) third, any good faith decisions remaining Shares and Convertible Preferred Shares in respect of which Stock Elections have been made shall be converted into the right to receive the applicable Security Stock Consideration. (vii) In the event that clauses (v) and (vi) of this Section 4.2(b) are not applicable, all Non-Election Securities shall be deemed by Parent, in its sole and absolute discretion, subject to Section 4.2(a), to be, in whole or in part, Shares and Convertible Preferred Shares in respect of which Cash Elections or Stock Elections have been made, as applicable. (viii) The Exchange Agent, in consultation with Parent and the Company, shall make all computations to give effect to this Section 4.2. (ix) Subject to this Section 4.2(b) and Section 4.2(h), upon surrender of a Certificate representing Stock Election Securities for cancellation to the Exchange Agent regarding together with a duly completed Form of Election, the holder of such matters Certificate shall be binding entitled to receive (a) a certificate representing that number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article IV, (b) a check in the amount (after giving effect to any required tax withholdings) of (x) any cash in lieu of fractional shares plus (y) any unpaid non-stock dividends and conclusiveany other dividends or other distributions that such holder has the right to receive pursuant to the provisions of this Article IV, and the Certificate so surrendered shall forthwith be cancelled. None No interest will be paid or accrued on any amount payable upon due surrender of Parent, the Certificates representing Stock Election Securities. In the event of a transfer of ownership of Company Securities that is not registered in the transfer records of the Company, the applicable Stock Merger Sub Consideration payable in respect of such Company Securities may be issued and/or paid to such a transferee if the Certificate formerly representing such Company Securities is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. If any certificate for shares of Parent Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the Person (as defined below) requesting such exchange shall pay any transfer or other taxes required by reason of the issuance of certificates for shares of Parent Common Stock in a name other than that of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of Parent or the Exchange Agent that such tax has been paid or is not applicable. (x) Subject to this Section 4.2(b) and Section 4.2(h), upon surrender of a Certificate representing Cash Election Securities (or, if the Average Parent Share Price is less than (or pursuant to Section 4.2(a)(iv), is, at Parent's option, treated as being less than) the Floor Price, any Company Securities) for cancellation to the Exchange Agent together with a duly completed Form of Election, the holder of such Certificate shall be under entitled to receive a check in the amount such holder is entitled to receive pursuant to this Article IV, and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company Securities that is not registered in the transfer records of the Company, the applicable Cash Merger Consideration payable in respect of such Company Securities may be issued and/or paid to such a transferee if the Certificate formerly representing such Company Securities is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any obligation to notify applicable stock transfer taxes have been paid. For the purposes of this Agreement, the term "PERSON" shall mean any Person individual, corporation (including not-for-profit entity), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity (as defined in Section 5.1(d) or other entity of any defect in an Election Formkind or nature.

Election and Proration Procedures. (a) Parent shall prepare and file an An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing Seller Stock shall pass only upon delivery of such certificates to the Exchange Agent) in such form as Company and substance reasonably acceptable to Parent and the Company Seller shall mutually agree (which form shall include the items described in clause (i) and (ii) of Section 2.3(b)) (the “"Election Form”") shall be mailed as an exhibit soon as reasonably practicable after the Effective Time ("Mailing Date") to each holder of record of Seller Stock as of the Registration StatementEffective Time ("Election Form Record Date"). Parent Seller shall direct and cause provide to the Exchange Agent all information reasonably necessary for it to mail the Election Form with the Proxy Statement/Prospectus to all persons who are record holders of the Shares perform its obligations as of the record date for the Company Stockholder Meeting (the “Mailing Date”)specified herein. Each Election Form shall permit a record the holder of Shares (or the beneficial owner through appropriate and customary documentation and instructions) to specify elect (xan "Election") the number to receive either (i) Company Stock (a "Stock Election") with respect to all of such holder’s Shares 's Seller Stock, (ii) cash (a "Cash Election") with respect to which such holder makes a Mixed Election (each such share, a “Mixed Election Share”), (y) the number all of such holder’s Shares with respect 's Seller Stock, or (iii) a specified number of shares of Seller Stock to which such holder makes receive Company Stock (a Cash Election (each such share, a “Cash Election Share”"Combination Stock Election") and (z) the a specified number of such holder’s Shares with respect shares of Seller Stock to which such holder makes receive cash (a Stock Election (each such share"Combination Cash Election"), a “Stock Election Share”). (b) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Shares between the record date for the Company Stockholder Meeting and the close of business on the Business Day prior subject to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. provisions contained in this Agreement. Any Seller Stock (cother than Seller Dissenting Shares) Any Shares with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent has not received Agent, an effective, properly completed Election Form (including duly executed transmittal materials included with received prior to the Election Form) on or before 5:00 p.m., Eastern Time, on the date that is one Business Day immediately preceding the Company Stockholder Meeting (or such other time and date as Parent and the Company shall agree in writing) (the “Election Deadline”) (other than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) Deadline shall be deemed to be “No "Undesignated Shares" hereunder. (b) Any Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares. An Election Form shall be effective and been properly made and completed effective only if the Exchange Agent shall have actually received at its designated office a properly completed Election Form by 5:00 P.M. Nevada time on or before the 30th day following the Mailing Date, or such later time and date as Company and Seller may mutually agree prior to the Effective Time (the "Election Deadline, "). An Election Form shall be deemed properly completed only if an Election is indicated for each share of Seller Stock covered by such Election Form and if accompanied by one or more certificates (including or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of Seller Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form) properly completed and signed and accompanied by (i) Certificates representing the Shares to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election Form. The Election Form shall specify that delivery shall be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked or changed by the authorized Person properly person submitting such Election Form, by written notice received by the Exchange Agent Form at or prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the Shares shares of Seller Stock represented by such Election Form shall automatically become No Undesignated Shares unless and until a new Election Shares, except to the extent a subsequent election is properly completed and made with respect to any such shares on or all of Shares prior to before the Election Deadline, and Company shall cause the certificates representing such shares of Seller Stock to be promptly returned without charge to the person submitting the revoked Election Form upon written request to that effect from the holder who submitted such Election Form. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 decisions of Company required by the Exchange Agent regarding and made in good faith in determining such matters shall be binding and conclusive. None of Parent, the Company, Merger Sub or Neither Company nor the Exchange Agent shall be under any obligation to notify any Person person of any defect in an Election Form. (c) For purposes of this Section 2.7, the following definitions shall apply:

Election and Proration Procedures. (ai) Parent shall prepare and file an An election form in such form as Parent shall reasonably specify and substance as shall be reasonably acceptable to Parent and the Company (which form shall include the items described in clause (i) and (ii) of Section 2.3(b)) (the “Election Form”) as an exhibit shall be mailed, together with the Information Statement, to each Person who, on or prior to the Registration Statement. Parent shall direct and cause Election Deadline, is a holder of shares of Company Capital Stock (other than Excluded Shares) or, at the Exchange Agent Company’s discretion, a Company Restricted Stock Award that will have become vested at or prior to mail the Election Form with the Proxy Statement/Prospectus to all persons who are record holders of the Shares as of the record date for the Company Stockholder Meeting Closing. (the “Mailing Date”). ii) Each Election Form shall permit a record the holder of Shares (or the beneficial owner through appropriate and customary documentation and instructionstogether with such holder’s Affiliates, in its discretion) to specify (x) the number of shares of such holder’s Shares Company Capital Stock with respect to which such holder makes a Mixed Election (which Mixed Election shall specify the number and class or series of each such share, a “Mixed Election Stock Election Share” and “Mixed Election Cash Election Share”), ; (y) the number of shares of such holder’s Shares Company Common Stock with respect to which such holder makes a Cash Election (each such share, a “Cash Election Share”) ); and (z) the number of shares of such holder’s Shares Company Common Stock with respect to which such holder makes a Stock Election (each such share, a “Stock Election Share”). (b) Parent . Each Election Form shall make available one or more Election Forms as may reasonably also permit the holder to specify the priority with which any proration hereunder shall be requested from time to time by all Persons who become holders (or beneficial owners) of Shares between the record date for the Company Stockholder Meeting and the close of business on the Business Day prior applied to the Election Deadlineclass or series of Company Capital Stock held by such holder and its Affiliates, if applicable. Any shares of Company Capital Stock (other than Dissenting Shares and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (cExcluded Shares) Any Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form (including duly executed transmittal materials included with the Election Form) on or before 5:00 p.m., Eastern Time, on the date that is one twenty (20) Business Day immediately preceding Days following the Company Stockholder Meeting (or such other time and date as Parent and the Company shall agree in writing) of Information Statement (the “Election Deadline”) (other than Cancelled Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) shall be deemed to be “No Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares. An Shares with the number of Mixed Election Form shall be effective Stock Election Shares and properly made and completed if Mixed Election Cash Election Shares thereunder set by the Exchange Agent as provided herein. Parent and the Company shall have actually received notify each holder of the anticipated Election Deadline at its designated office by least three (3) Business Days prior to the anticipated Election Deadline. If the Closing Date is delayed to a subsequent date, an Election Form (including duly executed transmittal materials included with the Election Form) properly completed and signed and accompanied by (i) Certificates representing the Shares to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election Form. The Election Form shall specify that delivery shall be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (shall be similarly delayed to a subsequent date, and in Parent and the Company shall promptly announce any event two (2) Business Days thereafter)such delay and, when determined, the rescheduled Election Deadline. As soon after the First Effective Time as reasonably practicable, Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3Consideration: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked or changed by the authorized Person properly submitting such Election Form, by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the Shares represented by such Election Form shall become No Election Shares, except to the extent a subsequent election is properly made with respect to any or all of Shares prior to the Election Deadline. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company, Merger Sub or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form.

Election and Proration Procedures. (a) Parent shall prepare and file an An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates theretofore representing Company Common Stock shall pass only upon delivery of such Certificates to the Exchange Agent) in such form and substance reasonably acceptable to as Parent and the Company shall mutually agree (which form shall include the items described in clause (i) and (ii) of Section 2.3(b)) (the “Election Form”) as an exhibit shall be mailed no less than 35 days prior to the Registration Statement. anticipated Effective Time or on such other date as Company and Parent shall direct and cause the Exchange Agent to mail the Election Form with the Proxy Statement/Prospectus to all persons who are record holders of the Shares as of the record date for the Company Stockholder Meeting mutually agree (the “Mailing Date”). Each ) to each holder of record of Company Common Stock as of five (5) Business Days prior to the Mailing Date (“Election Form shall permit a record holder of Shares (or the beneficial owner through appropriate and customary documentation and instructions) to specify (x) the number of such holder’s Shares with respect to which such holder makes a Mixed Election (each such share, a “Mixed Election Share”), (y) the number of such holder’s Shares with respect to which such holder makes a Cash Election (each such share, a “Cash Election Share”) and (z) the number of such holder’s Shares with respect to which such holder makes a Stock Election (each such share, a “Stock Election ShareRecord Date”). (b) Each Election Form shall permit the holder to elect to receive (i) the Per Share Stock Consideration in respect of all of such holder’s Company Common Stock (“Stock Election Shares”); (ii) the Per Share Cash Consideration in respect of all of such holder’s Company Common Stock (“Cash Election Shares”); or (iii) the Per Share Stock Consideration in respect of that portion of such holder’s Company Common Stock equal to the Stock Percentage, rounded to the nearest whole share (the “Mixed Stock Shares”), and the Per Share Cash Consideration in respect of that portion of such holder’s Company Common Stock equal to the Cash Percentage, rounded to the nearest whole share (the “Mixed Cash Shares,” and together with the Mixed Stock Shares, the “Mixed Election Shares”). If a holder makes no election with respect to such holder’s shares of Company Common Stock, or if there are any shares of Company Common Stock with respect to which the Exchange Agent has not otherwise received an effective, properly completed Election Form on or before 5:00 p.m., Pacific Time, on or before the 30th day following the Mailing Date, or such later time and date as Parent and Company may mutually agree prior to the Effective Time (the “Election Deadline”), such shares shall be deemed to be “No Election Shares” (c) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons persons who become holders (or beneficial owners) of Shares Company Common Stock between the record date for the Company Stockholder Meeting Election Form Record Date and the close of business on the Business Day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. (cd) Any Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form (including duly executed transmittal materials included with the Election Form) on or before 5:00 p.m., Eastern Time, on the date that is one Business Day immediately preceding the Company Stockholder Meeting (or such other time and date as Parent and the Company election shall agree in writing) (the “Election Deadline”) (other than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) shall be deemed to be “No Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares. An Election Form shall be effective and been properly made and completed only if the Exchange Agent shall have actually received at its designated office a properly completed Election Form by the Election Deadline, an Election Form (including duly executed transmittal materials included with and such election is not revoked or changed prior to the Election Form) properly completed and signed and accompanied by (i) Certificates representing the Shares to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election FormDeadline. The Election Form shall specify that delivery shall be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked or changed by the authorized Person properly person submitting such Election Form, by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the Shares represented by such Election Form shall become No Election Shares, except to the extent a subsequent election is properly made with respect to any at or all of Shares prior to the Election Deadline. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 decisions of the Exchange Agent Parent regarding such matters shall be binding and conclusive. None of Parent, the Company, Merger Sub or Neither Parent nor the Exchange Agent shall be under any obligation to notify any Person person of any defect in an Election Form. To the extent the holder of Dissenting Shares submits an Election Form, such holder’s election shall have no effect, the Exchange Agent will disregard such Election Form, and the Dissenting Shares shall be converted in accordance with Section 2.5(f). (e) Within ten (10) Business Days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, Parent shall cause the Exchange Agent to effect the allocation among the holders of Company Common Stock of rights to receive Parent Common Stock or cash in the Merger in accordance with the Election Forms as follows:

Election and Proration Procedures. (a) Parent shall prepare and file In accordance with Section 2.1(b), an election form in such form and substance reasonably acceptable to Parent and the Company (which form shall include the items described in clause (i) and (ii) of Section 2.3(b)) (the “Election Form”) and the other materials specified in Section 2.1(b)(i)-(iv), as an exhibit well as other appropriate and customary transmittal materials, in such form as Buyer and the Company shall mutually agree shall be mailed no less than thirty-five (35) days prior to the Registration Statement. Parent shall direct and cause the Exchange Agent to mail the Election Form with the Proxy Statement/Prospectus to all persons who are record holders of the Shares anticipated Effective Time or on such other date as of the record date for the Company Stockholder Meeting and Buyer shall mutually agree (the “Mailing Date”) to each holder of record of Company Capital Stock as of five (5) business days prior to the Mailing Date (“Election Form Record Date”). Each Election Form shall permit a record holder of Shares (or the beneficial owner through appropriate and customary documentation and instructions) to specify (x) the number of such holder’s Shares with respect to which such holder makes a Mixed Election (each such share, a “Mixed Election Share”), (y) the number of such holder’s Shares with respect to which such holder makes a Cash Election (each such share, a “Cash Election Share”) and (z) the number of such holder’s Shares with respect to which such holder makes a Stock Election (each such share, a “Stock Election Share”). (b) Parent Buyer shall make available one or more Election Forms as may be reasonably be requested from time to time by all Persons persons who become holders (or beneficial owners) of Shares between Company Capital Stock after the record date for the Company Stockholder Meeting Election Form Record Date and the close of business on the Business Day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. . Each Election Form shall permit the holder (cor the beneficial owner through appropriate and customary documentation and instructions) to elect (an “Election”) to receive either (i) Buyer Common Stock (a “Stock Election”) with respect to all of such holder’s Company Capital Stock, (ii) cash (a “Cash Election”) with respect to all of such holder’s Company Capital Stock, or (iii) Buyer Common Stock with respect to a percentage of such holder’s Company Capital Stock (a “Combination Stock Election”) and cash with respect to the remainder of such holder’s Company Capital Stock (a “Combination Cash Election”), subject to the provisions contained in this Agreement. Any Shares Company Capital Stock (other than Dissenting Shares) with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent has not received an effective, properly completed Election Form (including duly executed transmittal materials included with received prior to the Election Form) on or before 5:00 p.m., Eastern Time, on the date that is one Business Day immediately preceding the Company Stockholder Meeting (or such other time and date as Parent and the Company shall agree in writing) (the “Election Deadline”) (other than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) Deadline shall be deemed to be “No Undesignated Shares” hereunder. (b) Any Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares. An Election Form shall be effective and been properly made and completed effective only if the Exchange Agent shall have actually received at its designated office a properly completed Election Form by 5:00 p.m. California time on or before the thirtieth (30th) day following the Mailing Date, or such other time and date as Buyer and the Company may mutually agree (the “Election Deadline, ”). An Election Form shall be deemed properly completed only if an Election Form (including duly executed transmittal materials included with the Election Form) properly completed and signed and accompanied is indicated for each share of Company Capital Stock covered by (i) Certificates representing the Shares to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election Form. The Election Form shall specify that delivery shall be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked or changed by the authorized Person properly person submitting such Election Form, by written notice received by the Exchange Agent Form at or prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the Shares shares of Company Capital Stock represented by such Election Form shall automatically become No Undesignated Shares unless and until a new Election Shares, except to the extent a subsequent election is properly completed and made with respect to any such shares on or all of Shares prior to before the Election Deadline, and, if such revoked Election Form was delivered to the Exchange Agent accompanied by Certificates represented by such Election Form, Buyer shall cause such Certificates to be promptly returned without charge to the person submitting the revoked Election Form upon written request from the holder who submitted such Election Form. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 decisions of Buyer and the Company required by the Exchange Agent regarding and made in good faith in determining such matters shall be binding and conclusive. None of Parent, the Company, Merger Sub or Neither Buyer nor the Exchange Agent shall be under any obligation to notify any Person person of any defect in an Election Form. (c) Buyer shall use commercially reasonable efforts to cause the Exchange Agent to effect the allocation among the holders of Company Capital Stock of rights to receive the Per Share Cash Consideration or the Per Share Stock Consideration in the Merger as follows:

Election and Proration Procedures. (a) Parent shall prepare and file an An election form in such form as Sterling and substance reasonably acceptable to Parent and the Company Farnsworth shall mutually xxxxx (which form shall include the items described in clause (i) and (ii) of Section 2.3(b)) (the “an "Election Form”") shall be mailed on the same date as an exhibit to the Registration Statement. Parent shall direct and cause the Exchange Agent to mail the Election Form with the Joint Proxy Statement/Prospectus (as defined herein) is mailed to all persons who are each holder of record holders of the Farnsworth Shares as of thx x xxxxxx date which shall be the same date as the record date for eligibility to vote on the Company Stockholder Meeting Merger. Sterling shall make available as many Election Forms as may be reasonably requested by all persons who become holders of Farnsworth Shares after txx xxxxxx date for eligibility to vote on the Merger and prior to the Election Deadline (the “Mailing Date”as defined herein). , and Farnsworth shall provide xx xxx Xxchange Agent (as defined herein) all information reasonably necessary for it to perform its obligations as specified herein. (b) Each Election Form shall permit a record entitle the holder of Farnsworth Shares (or the beneficial xxxxxxxxxl owner through appropriate and customary documentation and instructions) to specify (xi) elect to receive the number Per Share Stock Consideration for all of such holder’s Shares with respect to which such holder makes 's shares (a Mixed Election (each such share, a “Mixed Election Share”"Stock Election"), (yii) elect to receive the number Per Share Cash Consideration for all of such holder’s Shares with respect 's shares (a "Cash Election"), (iii) elect to which such holder makes receive the Per Share Stock Consideration for a Cash Election (each such share, a “Cash Election Share”) and (z) the number portion of such holder’s Shares with respect to which 's shares as specified by such holder makes and the Per Share Cash Consideration for the remainder of such holder's shares (a "Mixed Election") or (iv) make no election (a "Non-election"). Holders of record of Farnsworth Shares who holx xxxx xxares as nominees, trustees or in other representative capacity (a "Representative") may submit multiple Election Forms, provided that such Representative certifies that each such Election Form covers all of the shares of Farnsworth Shares held by xxxx Xxxresentative for a particular beneficial owner. The Farnsworth Shares as to xxxxx x Xtock Election has been made (including pursuant to a Mixed Election) are referred to herein as "Stock Election (each such share, a “Shares" and the aggregate number thereof is referred to herein as the "Stock Election Share”)Number. " The Farnsworth Shares as to wxxxx x Xxxh Election has been made (bincluding pursuant to a Mixed Election) Parent shall make available one or more are referred to herein as "Cash Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Shares between the record date for the Company Stockholder Meeting Shares" and the close aggregate number thereof is referred to as the "Cash Election Number". Shares of business on the Business Day prior Farnsworth Shares as to the Election Deadline, and the Company shall provide whxxx xx xxxction has been made are referred to the Exchange Agent all information reasonably necessary for it to perform as specified herein"Non-election Shares." (c) Any Shares with respect to which the Exchange Agent has not received an To be effective, a properly completed Election Form must be received by an independent agent appointed by Sterling (including duly executed transmittal materials included with the Election Form"Exchange Agent") on or before 5:00 4:00 p.m., Eastern Time, eastern time on the date that is one Business Day third business day immediately preceding Farnsworth's stockholders' xxxxxxx xx consider the Company Stockholder Meeting (Merger or on such other date or time and date as Parent and the Company shall Parties may mutually agree in writing) (the “"Election Deadline”) (other than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) shall be deemed to be “No Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares"). An Election Form election shall be effective and have been properly made and completed only if the Exchange Agent shall have actually received at its designated office a properly completed Election Form by the Election Deadline, an . An Election Form (including duly executed transmittal materials included with the shall be deemed properly completed only if accompanied by one or more certificates representing all shares of Farnsworth Shares covered xx xxxx Election Form) properly completed and signed and accompanied by (i) Certificates representing , or the Shares to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of guaranteed delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” certificates (as defined in Rule 17Ad-15 under the Exchange Act); providedor customary affidavits and, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents if required by Sterling, indemnification regarding the procedures set forth in the Election Form. The Election Form shall specify that delivery shall be madeloss or destruction of such certificates), and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares duly completed transmittal materials. Any Farnsworth stockholder may xx xxx xxme prior to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked change his or changed by the authorized Person properly submitting such Election Form, her election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Election Form. Any Farnsworth stockholder max, xx xxx time prior to the Election Deadline, revoke his or her election by written notice received by the Exchange Agent prior to the Election Deadline or by withdrawal prior to the Election Deadline of his or her certificates, or of the guarantee of delivery of such certificates. In All elections shall be revoked automatically if the event an exchange agent is notified in writing by either Party that this Agreement has been terminated. If a stockholder either (i) does not submit a properly completed Election Form is revoked by the Election Deadline or (ii) revokes its Election Form prior to the Election Deadline but does not submit a new properly executed Election Form prior to the Election Deadline, the shares of Farnsworth Shares represented held by such Election Form xxxx xxxxkholder shall become No Election be designated as Non-election Shares, except to the extent a subsequent election is properly made with respect to any or all of Shares prior to the Election Deadline. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable reasonably discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None . (d) The number of ParentFarnsworth Shares to be cxxxxxxxx into the right to receive the Per Share Cash Consideration shall be equal to 50% of the number of Farnsworth Shares outstanxxxx xxxxdiately prior to the Effective Time less the number of Dissenting Shares (the "Aggregate Cash Limit") and the number of Farnsworth Shares to be cxxxxxxxx xnto the right to receive the Per Share Stock Consideration shall be equal to 50% of the number of Farnsworth Shares outstanxxxx xxxxdiately prior to the Effective Time (the "Aggregate Stock Limit"). (e) Within five business days after the later to occur of the Election Deadline or the Effective Time, the Company, Merger Sub or Sterling shall cause the Exchange Agent to effect the allocation among holders of Farnsworth Shares of righxx xx xxxxive the Per Share Stock Consideration or the Per Share Cash Consideration and to distribute such as follows: (i) if the Stock Election Number exceeds the Aggregate Stock Limit, then all Cash Election Shares and all Non-Election Shares shall be under any obligation converted into the right to notify any Person receive the Per Share Cash Consideration, and each holder of any defect Stock Election Shares shall be entitled to receive (A) the Per Share Stock Consideration in an respect of that number of Stock Election FormShares equal to the product obtained by multiplying (1) the number of Stock Election Shares held by such holder by (2) a fraction, the numerator of which is the Aggregate Stock Limit and the denominator of which is the Stock Election Number and (B) the Per Share Cash Consideration in respect of the remaining number of such Stock Election Shares; (ii) if the Cash Election Number exceeds the Aggregate Cash Limit, then all Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Per Share Stock Consideration, and each holder of Cash Election Shares shall be entitled to receive (A) the Per Share Cash Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (1) the number of Cash Election Shares held by such holder by (2) a fraction, the numerator of which is the Aggregate Cash Limit and the denominator of which is the Cash Election Number and (B) the Per Share Stock Consideration in respect of the remaining number of such Cash Election Shares; and (iii) if the Stock Election Number and the Cash Election Number do not exceed the Aggregate Stock Limit and the Aggregate Cash Limit, respectively, then (i) all Cash Election Shares shall be converted into the right to receive the Per Share Cash Consideration, (ii) all Stock Election Shares shall be converted into the right to receive the Per Share Stock Consideration, and (iii) all Non-Election Shares shall be converted into the right to receive either the Per Share Cash Consideration or the Per Share Stock Consideration such that the aggregate number of Farnsworth Shares entitlxx xx xxxeive the Per Share Cash Consideration is equal to the Aggregate Cash Limit and the aggregate number of Farnsworth Shares entitlxx xx xxxeive the Per Share Stock Consideration is equal to the Aggregate Stock Limit.

Election and Proration Procedures. (a) Parent shall prepare and file an An election form in such form and substance reasonably acceptable to Parent and the Company (which form shall include the items described in clause (i) and (ii) of Section 2.3(b)) (the an “Election Form”) as an exhibit shall be mailed with the transmittal materials referred to in Section 3.3 below to each holder of Seller Common Stock of record at the Registration StatementEffective Time. Parent Seller shall direct and cause provide to the Exchange Agent all information reasonably necessary for it to mail the Election Form with the Proxy Statement/Prospectus to all persons who are record holders of the Shares perform its obligations as of the record date for the Company Stockholder Meeting specified herein. (the “Mailing Date”). b) Each Election Form shall permit a record entitle the holder of Shares Seller Common Stock (or the beneficial owner through appropriate and customary documentation and instructions) to specify elect to receive (xi) the number Stock Consideration for all of such holder’s Shares with respect to which such holder makes a Mixed Election shares (each such share, a “Mixed Election ShareStock Election”), (yii) the number Cash Consideration for all of such holder’s Shares with respect shares (a “Cash Election”), (iii) the Mixed Consideration for all of such holder's shares (a “Mixed Election”) or (iv) make no election (a “Non-Election”). Holders of record of Seller Common Stock who hold such shares as nominees, trustees or in other representative capacity (a “Holder Representative”) may submit multiple Election Forms, provided that such Holder Representative certifies that each such Election Form covers all of the shares of Seller Common Stock held by that Holder Representative for a particular beneficial owner. The shares of Seller Common Stock as to which such holder makes a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as “Stock Election Shares” and the aggregate number thereof is referred to herein as the “Stock Election Number.” The shares of Seller Common Stock as to which a Cash Election has been made (each such share, including pursuant to a Mixed Election) are referred to herein as “Cash Election Share”) Shares” and (z) the aggregate number thereof is referred to as the "Cash Election Number". Shares of such holder’s Shares with respect Seller Common Stock as to which such holder makes a Stock Election (each such share, a “Stock Election Share”). (b) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders no election has been made (or beneficial ownersas to which an Election Form is not properly completed or returned in a timely fashion) of Shares between the record date for the Company Stockholder Meeting and the close of business on the Business Day prior are referred to the as “Non-Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified hereinShares.” (c) Any Shares with respect to which the Exchange Agent has not received an To be effective, a properly completed Election Form (including duly executed transmittal materials included with must be received by the Election Form) Exchange Agent on or before 5:00 4:00 p.m., Eastern Time, local time on the date that is one Business Day immediately preceding the Company Stockholder Meeting (or such other time and date as Parent and the Company shall parties may mutually agree in writing) (the “Election Deadline”) (other than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) shall be deemed to be “No Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares). An Election Form election shall be effective and have been properly made and completed only if the Exchange Agent shall have actually received at its designated office a properly completed Election Form by the Election Deadline, an Election Form (including duly executed transmittal materials included with the Election Form) properly completed and signed and accompanied by (i) Certificates representing the Shares to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election Form. The An Election Form shall specify that delivery shall be made, and risk deemed properly completed only if accompanied by one or more certificates representing all shares of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied Seller Common Stock covered by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked or changed by the authorized Person properly submitting such Election Form, or the guaranteed delivery of such certificates (or customary affidavits and, if required by Buyer, indemnification regarding the loss or destruction of such certificates), together with duly completed transmittal materials. For the holders of Seller Common Stock who make a Non-Election, subject to Section 3.2(e), the Exchange Agent shall have the authority to determine the type of consideration to be exchanged for the Non-Election Shares. Any Seller shareholder may at any time prior to, but not after, the Election Deadline change his or her election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Election Form. Any Seller shareholder may, at 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 or by withdrawal prior to the Election Deadline of his or her certificates, or of the guarantee of delivery of such certificates. In All elections shall be revoked automatically if the event an Exchange Agent is notified in writing by either party that this Agreement has been terminated. If a shareholder either (i) does not submit a properly completed Election Form is revoked by the Election Deadline or (ii) revokes its Election Form prior to the Election Deadline but does not submit a new properly executed Election Form prior to the Election Deadline, the Shares represented shares of Seller Common Stock held by such Election Form shareholder shall become No be designated as Non-Election Shares, except to the extent a subsequent election is properly made with respect to any or all of Shares prior to the Election Deadline. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None . (d) The number of Parentshares of Seller Common Stock to be converted into the right to receive the Cash Consideration shall be equal to 30% of the number of shares of Seller Common Stock outstanding immediately prior to the Effective Time (the “Aggregate Cash Limit”) and the number of shares of Seller Common Stock to be converted into the right to receive the Stock Consideration shall be equal to 70% of the number of shares of Seller Common Stock outstanding immediately prior to the Effective Time (the “Aggregate Stock Limit”). (e) Within ten business days after the later to occur of the Election Deadline or the Effective Time, the Company, Merger Sub or Buyer shall cause the Exchange Agent to effect the allocation among holders of Seller Common Stock of rights to receive the Per Share Purchase Price and to distribute such as follows: (i) if the Stock Election Number exceeds the Aggregate Stock Limit, then all Cash Election Shares and all Non-Election Shares shall be under any obligation converted into the right to notify any Person receive the Cash Consideration, and each Stock Election Share shall be converted into the right to receive (A) the Stock Consideration in respect of any defect that number of Stock Election Shares equal to the product obtained by multiplying (1) the number of Stock Election Shares held by such holder by (2) a fraction, the numerator of which is the Aggregate Stock Limit and the denominator of which is the Stock Election Number and (B) the Cash Consideration in an respect of the remaining number of such Stock Election FormShares; (ii) if the Cash Election Number exceeds the Aggregate Cash Limit, then all Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and each Cash Election Share shall be converted into the right to receive (A) the Cash Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (1) the number of Cash Election Shares held by such holder by (2) a fraction, the numerator of which is the Aggregate Cash Limit and the denominator of which is the Cash Election Number and (B) the Stock Consideration in respect of the remaining number of such Cash Election Shares; and (iii) if the Stock Election Number and the Cash Election Number do not exceed the Aggregate Stock Limit and the Aggregate Cash Limit, respectively, then (i) all Cash Election Shares shall be converted into the right to receive the Cash Consideration, (ii) all Stock Election Shares shall be converted into the right to receive the Stock Consideration, and (iii) all Non-Election Shares shall be converted into the right to receive either the Cash Consideration or the Stock Consideration such that the aggregate number of shares of Seller Common Stock entitled to receive the Cash Consideration is equal to the Aggregate Cash Limit and the aggregate number of shares of Seller Common Stock entitled to receive the Stock Consideration is equal to the Aggregate Stock Limit.

Election and Proration Procedures. (a) Parent shall prepare and file As promptly as practicable after the Effective Time, but in any event no later than five (5) Business Days after the Effective Time, an election form in such form and substance reasonably acceptable to Parent and the Company (which form shall include the items described in clause (i) and (ii) of Section 2.3(b)) (the an “Election Form”) as an exhibit ), together with the transmittal materials described in Section 2.06 below, shall be mailed to each holder of Sound Bank Common Stock of record at the Registration StatementEffective Time by the Exchange Agent. Parent Sound Bank shall direct and cause provide all information reasonably necessary for the Exchange Agent to mail the Election Form with the Proxy Statement/Prospectus to all persons who are record holders of the Shares perform its obligations as of the record date for the Company Stockholder Meeting specified herein. (the “Mailing Date”). b) Each Election Form shall permit a record entitle the holder of Shares Sound Bank Common Stock (or the beneficial owner through appropriate and customary documentation and instructions) to specify elect to receive (xi) the number Stock Consideration for all of such holder’s Shares with respect to which such holder makes a Mixed Election shares (each such share, a “Mixed Election ShareStock Election”), (yii) the number Cash Consideration for all of such holder’s Shares with respect to which such holder makes a Cash Election shares (each such share, a “Cash Election ShareElection”) and ), or (ziii) the number Mixed Consideration for all of such holder’s Shares with respect shares, subject to proration as set forth in Section 2.05(d) (a “Mixed Election”). Holders of Sound Bank Common Stock may also make no election (a “Non- Election”). Holders of record of Sound Bank Common Stock who hold such shares as nominees, trustees or in another representative capacity (each, a “Holder Representative”) may submit multiple Election Forms, provided that such Holder Representative certifies that each such Election Form covers all of the shares of Sound Bank Common Stock held by that Holder Representative for a particular beneficial owner. The shares of Sound Bank Common Stock as to which such holder makes a Stock Election has been made (each such share, including pursuant to a Mixed Election) are referred to herein as “Stock Election Share”)Shares” and the aggregate number thereof is referred to herein as the “Stock Election Number. ” The shares of Sound Bank Common Stock as to which a Cash Election has been made (bincluding pursuant to a Mixed Election) Parent shall make available one or more are referred to herein as “Cash Election Forms Shares” and the aggregate number thereof is referred to as may reasonably be requested from time the “Cash Election Number.” Shares of Sound Bank Common Stock as to time by all Persons who become holders which no election has been made (or beneficial ownersas to which an Election Form is not properly completed or returned in a timely fashion) of Shares between the record date for the Company Stockholder Meeting and the close of business on the Business Day prior are referred to the as “Non-Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified hereinShares.” (c) Any Shares with respect to which the Exchange Agent has not received an To be effective, a properly completed Election Form (including duly executed transmittal materials included with must be received by the Election Form) Exchange Agent on or before 5:00 4:00 p.m., Eastern Time, local time on the date that is one Business Day immediately preceding the Company Stockholder Meeting (or such other time and date as Parent and the Company shall parties may mutually agree in writing) (the “Election Deadline”) (other ), but in no event later than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) shall be deemed to be “No Election Shares,” and 45 calendar days following the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election SharesEffective Time. An Election Form election shall be effective and have been properly made and completed only if the Exchange Agent shall have actually received at its designated office a properly completed Election Form by the Election Deadline, an . An Election Form (including shall be deemed properly completed only if accompanied by duly executed completed transmittal materials included with and, in the case of shares held in certificated form, the Certificate(s) representing all shares of Sound Bank Common Stock covered by such Election Form) properly completed and signed and accompanied by (i) Certificates representing , or the Shares to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of guaranteed delivery of such Certificates (or customary affidavits and, if required by West Town or its Exchange Agent, indemnification regarding the loss or destruction of such Certificates). For the holders of Sound Bank Common Stock who make a Non-Election, West Town (or the Exchange Agent acting on its behalf) shall have the authority, subject to proration as set forth in such Section 2.05(d), to determine the type of consideration constituting the Per Share Purchase Price to be exchanged for the Non-Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); providedShares. Any Sound Bank shareholder may at any time prior to, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Sharesbut not after, the documents required by the procedures set forth in the Election Form. The Election Form shall specify that delivery shall be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (change such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked or changed by the authorized Person properly submitting such Election Form, holder’s election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Election Form. Any Sound Bank shareholder may, at any time prior to the Election Deadline, revoke such holder’s election by written notice received by the Exchange Agent prior to the Election Deadline or, in the case of shares held in certificated form, by withdrawal prior to the Election Deadline of such holder’s Certificates or of the guarantee of delivery of such Certificates. In the event an If a Sound Bank shareholder either (i) does not submit a properly completed Election Form is revoked by the Election Deadline or (ii) revokes such holder’s Election Form prior to the Election Deadline but does not submit a new properly executed Election Form prior to the Election Deadline, the Shares represented shares of Sound Bank Common Stock held by such Election Form Sound Bank shareholder shall become No be designated as Non-Election Shares, except to the extent a subsequent election is properly made with respect to any or all of Shares prior to the Election Deadline. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent. (d) Subject to Section 2.05(d)(ii) below, the Companynumber of shares of Sound Bank Common Stock to be converted into the right to receive the Cash Consideration shall equal 35% of the number of shares of Sound Bank Common Stock outstanding immediately prior to the Effective Time (the “Aggregate Cash Limit”), Merger Sub or and the number of shares of Sound Bank Common Stock to be converted into the right to receive the Stock Consideration shall equal 65% of the number of shares of Sound Bank Common Stock outstanding immediately prior to the Effective Time (the “Aggregate Stock Limit”). (i) if the Stock Election Number exceeds the Aggregate Stock Limit, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and each Stock Election Share shall be converted into the right to receive (A) the Stock Consideration in respect of that number of Stock Election Shares equal to the product obtained by multiplying (1) the number of Stock Election Shares held by such holder by (2) a fraction, the numerator of which is the Aggregate Stock Limit and the denominator of which is the Stock Election Number and (B) the Cash Consideration for those Stock Election Shares that were not converted into the right to receive Stock Consideration as a result of the Stock Election Number exceeding the Aggregate Stock Limit; (ii) subject to its obligations under Section 5.02(r) of this Agreement, if the Cash Election Number exceeds the Aggregate Cash Limit, West Town shall have the unilateral right, but not the obligation, to accept a number of such Cash Election Shares that is greater than the Aggregate Cash Limit, provided that to the extent that West Town chooses not to exercise such discretion, then all Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and each Cash Election Share shall be converted into the right to receive (A) the Cash Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (1) the number of Cash Election Shares held by such holder by (2) a fraction, the numerator of which is the Aggregate Cash Limit (as it may be adjusted upward by West Town) and the denominator of which is the Cash Election Number and (B) the Stock Consideration for those Cash Election Shares which were not converted into the right to receive Cash Consideration as a result of the Cash Election Number exceeding the Aggregate Cash Limit; and (iii) if the Stock Election Number and the Cash Election Number do not exceed the Aggregate Stock Limit and the Aggregate Cash Limit, respectively, then (i) all Cash Election Shares shall be converted into the right to receive the Cash Consideration, (ii) all Stock Election Shares shall be converted into the right to receive the Stock Consideration, and (iii) all Non- Election Shares shall be converted into the right to receive the Cash Consideration and/or the Stock Consideration such that the aggregate number of shares of Sound Bank Common Stock entitled to receive the Cash Consideration is equal to the Aggregate Cash Limit and the aggregate number of shares of Sound Bank Common Stock entitled to receive the Stock Consideration is equal to the Aggregate Stock Limit; and (iv) Notwithstanding the formulae set forth in the preceding subsections of this Section 2.05(d), West Town and the Exchange Agent shall may adjust the calculations contained therein or apply an alternative proration procedure (provided that such adjustments or alternative proration procedures are done proportionately and in a manner deemed by West Town and Exchange Agent to be under any obligation fair and reasonable to notify any Person Sound Bank’s shareholders who would be affected thereby) to achieve the intended result that 35% of any defect in an Election Formthe shares of the Sound Bank Common Stock be converted into the Cash Consideration and 65% of the shares of Sound Bank Common Stock be converted into the Stock Consideration.

Election and Proration Procedures. (a) Parent shall prepare and file an An election form ("Election Form") and other appropriate and customary transmittal materials, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent in such form as Seller and substance reasonably acceptable Buyer shall mutually agree shall be mailed not more than 45 days nor fewer than 30 days prior to Parent and the Company Closing Date to each holder of record of shares of Seller Common Stock (which form shall include the items described other than holders of Dissenting Shares or shares of Seller Common Stock to be canceled as provided in clause (i) and (ii) of Section 2.3(b)) (the “Election Form”) as an exhibit of a record date as close as practicable to the Registration Statementdate of mailing and mutually agreed to by Buyer and Seller. Parent shall direct and cause the The Exchange Agent will use its best efforts to mail make the Election Form with available to the Proxy Statement/Prospectus to all persons who are record holders become shareholders of Seller during the Shares as of the period between such record date for and the Company Stockholder Meeting Closing Date. (the “Mailing Date”). b) Each Election Form shall permit a record entitle the holder of Shares more than 100 shares of Seller Common Stock (or the beneficial owner through appropriate and customary documentation and instructions) to specify (xi) elect to receive the number Cash Merger Consideration for all of such holder’s 's shares (a "Cash Election"), (ii) elect to receive the Stock Merger Consideration for all of such holder's shares (a "Stock Election"), or (iii) make no election or to indicate that such holder has no preference as to the receipt of the Cash Merger Consideration or the Stock Merger Consideration (a "Non-Election"). At the election of the Buyer, all or part of the holders of 100 shares or less of Seller Common Stock may automatically be required to receive all Cash Merger Consideration. Holders of record of shares of Seller Common Stock who hold such shares as nominees, trustees or in other representative capacities (a "Representative") may submit multiple Election Forms, provided that such Representative certifies that each such Election Form covers all the shares of Seller Common Stock held by that Representative for a particular beneficial owner. Shares of Seller Common Stock as to which a Cash Election has been made are referred to herein as "Cash Election Shares." Shares of Seller Common Stock as to which a Stock Election has been made are referred to herein as "Stock Election Shares." Shares of Seller Common Stock as to which no election has been made are referred to as "Non-Election Shares." The aggregate number of shares of Seller Common Stock with respect to which such holder makes a Mixed Election (each such share, a “Mixed Election Share”), (y) the number of such holder’s Shares with respect to which such holder makes a Cash Election (each such share, a “Cash Election Share”) and (z) the number of such holder’s Shares with respect to which such holder makes a Stock Election has been made is referred to herein as the "Stock Election Number." (each such sharec) To be effective, a “Stock properly completed Election Share”). (b) Parent Form shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Shares between the record date for the Company Stockholder Meeting and the close of business on the Business Day prior to the Election Deadline, and the Company shall provide submitted to the Exchange Agent all information reasonably necessary for it to perform on or before 5:00 p.m. Eastern time on the fifth business day immediately preceding the Closing Date (or such other time and date as specified herein. Seller and Buyer may mutually agree) (c) Any Shares with respect to which the "Election Deadline"). An election shall have been properly made only if the Exchange Agent has not shall have actually received an effective, a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (including or customary affidavits and, if required by Buyer pursuant to Section 2.5(i), indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Seller Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form) on or before 5:00 p.m., Eastern Time, on the date that is one Business Day immediately preceding the Company Stockholder Meeting (or such other . Any Seller shareholder may at any time and date as Parent and the Company shall agree in writing) (the “Election Deadline”) (other than Shares prior to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) shall be deemed to be “No Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares. An Election Form shall be effective and properly made and completed if the Exchange Agent shall have actually received at its designated office by the Election Deadline, an Election Form (including duly executed transmittal materials included with the Election Form) properly completed and signed and accompanied by (i) Certificates representing the Shares to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election Form. The Election Form shall specify that delivery shall be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked or changed by the authorized Person properly submitting such Election Form, change his election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Election Form. Any Seller shareholder may, at any time prior to the Election Deadline, revoke his election by written notice received by the Exchange Agent prior to the Election Deadline or by withdrawal prior to the Election Deadline of his Certificates, or of the guarantee of delivery of such Certificates, previously deposited with the Exchange Agent. In All elections shall be revoked automatically if the event an Exchange Agent is notified in writing by Buyer and Seller that this Agreement has been terminated. If a shareholder either (i) does not submit a properly completed Election Form is revoked by the Election Deadline, or (ii) revokes its Election Form prior to the Election Deadline, the Shares represented shares of Seller Common Stock held by such shareholder shall be designated Non-Election Shares. Buyer shall cause the Certificates representing Seller Common Stock described in (ii) to be promptly returned without charge to the person submitting the Election Form shall become No Election Shares, except upon written request to that effect from the extent a subsequent election is properly made with respect to any or all of Shares prior to person who submitted the Election DeadlineForm. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None . (d) Notwithstanding any other provision contained in this Agreement, no more than 55% and no less than 50.1% of Parentthe total number of shares of Seller Common Stock outstanding at the Effective Time, (the final number falling within such range being the "Stock Conversion Number"), shall be converted into the Stock Merger Consideration and the remaining outstanding shares of Seller Common Stock shall be converted into the Cash Merger Consideration (in each case, excluding (i) shares of Seller Common Stock to be canceled as provided in Section 2.3(b) and (ii) Dissenting Shares (the shares remaining outstanding after such exclusion constituting, for purposes of this Agreement, the Company"Outstanding Seller Shares")); provided, however, that for federal income tax purposes, it is intended that the Merger Sub will qualify as a reorganization under the provisions of Section 368(a) of the IRC and, notwithstanding anything to the contrary contained herein, in order that the Merger will not fail to satisfy continuity of interest requirements under applicable federal income tax principles relating to reorganizations under Section 368(a) of the IRC, as reasonably determined by counsel to Buyer and Seller, Buyer shall increase the number of outstanding Seller shares that will be converted into the Stock Merger Consideration and reduce the number of outstanding Seller shares that will be converted into the right to receive the Cash Merger Consideration. (e) Within five business days after the later to occur of the Election Deadline or the Closing Date, Buyer shall cause the Exchange Agent to effect the allocation among holders of Seller Common Stock of rights to receive the Cash Merger Consideration and the Stock Merger Consideration as follows: (i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be under any obligation converted into the right to notify any Person receive the Cash Merger Consideration, and each holder of any defect Stock Election Shares will be entitled to receive the Stock Merger Consideration in an respect of that number of Stock Election FormShares equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder's Stock Election Shares being converted into the right to receive the Cash Merger Consideration; (ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the "Shortfall Number"), then all Stock Election Shares shall be converted into the right to receive the Stock Merger Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non- Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Merger Consideration and each holder of Non-Election Shares shall receive the Stock Merger Consideration in respect of that number of Non-Election Shares equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder's Non-Election Shares being converted into the right to receive the Cash Merger Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Merger Consideration, and each holder of Cash Election Shares shall receive the Stock Merger Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder's Cash Election Shares being converted into the right to receive the Cash Merger Consideration. For purposes of this Section 2.4(e), if Buyer is obligated to increase the number of Outstanding Seller Shares to be converted into shares of Buyer Common Stock as a result of the application of the last clause of Section 2.4(d) above, then the higher number shall be substituted for the Stock Conversion Number in the calculations set forth in this Section 2.4(e).

Election and Proration Procedures. (a) Parent shall prepare and file an An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing Seller Stock shall pass only upon delivery of such certificates to the Exchange Agent) in such form as Company and substance reasonably acceptable to Parent and the Company Seller shall mutually agree (which form shall include the items described in clause (i) and (ii) of Section 2.3(b)) (the “Election Form”) as an exhibit shall be mailed no less than 35 days prior to the Registration Statement. Parent anticipated Effective Time or on such other date as Seller and Company shall direct and cause the Exchange Agent to mail the Election Form with the Proxy Statement/Prospectus to all persons who are record holders of the Shares as of the record date for the Company Stockholder Meeting mutually agree (the “Mailing Date”) to each holder of record of Seller Stock as of five Business Days prior to the Mailing Date (“Election Form Record Date”). Company shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) of Seller Stock after the Election Form Record Date and prior to the Election Deadline (as defined below), and Seller shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. Each Election Form shall permit a record the holder of Shares (or the beneficial owner through appropriate and customary documentation and instructions) to specify elect (xan “Election”) the number to receive either (i) Company Stock (a “Stock Election”) with respect to all of such holder’s Shares Seller Stock, (ii) cash (a “Cash Election”) with respect to which such holder makes a Mixed Election (each such share, a “Mixed Election Share”), (y) the number all of such holder’s Shares with respect Seller Stock, or (iii) a specified number of shares of Seller Stock to which such holder makes a Cash Election receive Company Stock (each such share, a “Cash Election ShareCombination Stock Election”) and (z) the a specified number of such holder’s Shares with respect shares of Seller Stock to which such holder makes a Stock Election receive cash (each such share, a “Stock Election ShareCombination Cash Election”). (b) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Shares between the record date for the Company Stockholder Meeting and the close of business on the Business Day prior , subject to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. provisions contained in this Agreement. Any Seller Stock (cother than Seller Dissenting Shares) Any Shares with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent has not received Agent, an effective, properly completed Election Form (including duly executed transmittal materials included with received prior to the Election Form) on or before 5:00 p.m., Eastern Time, on the date that is one Business Day immediately preceding the Company Stockholder Meeting (or such other time and date as Parent and the Company shall agree in writing) (the “Election Deadline”) (other than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) Deadline shall be deemed to be “No Undesignated Shares” hereunder. (b) Any Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares. An Election Form shall be effective and been properly made and completed effective only if the Exchange Agent shall have actually received at its designated office a properly completed Election Form by 5:00 P.M. California time on or before the 30th day following the Mailing Date, or such other time and date as Company and Seller may mutually agree (the “Election Deadline, ”). An Election Form shall be deemed properly completed only if an Election is indicated for each share of Seller Stock covered by such Election Form and if accompanied by one or more certificates (including or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of Seller Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form) properly completed and signed and accompanied by (i) Certificates representing the Shares to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election Form. The Election Form shall specify that delivery shall be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked or changed by the authorized Person properly person submitting such Election Form, by written notice received by the Exchange Agent Form at or prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the Shares shares of Seller Stock represented by such Election Form shall automatically become No Undesignated Shares unless and until a new Election Shares, except to the extent a subsequent election is properly completed and made with respect to any such shares on or all of Shares prior to before the Election Deadline, and Company shall cause the certificates representing such shares of Seller Stock to be promptly returned without charge to the person submitting the revoked Election Form upon written request to that effect from the holder who submitted such Election Form. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 decisions of Company and Seller required by the Exchange Agent regarding and made in good faith in determining such matters shall be binding and conclusive. None of Parent, the Company, Merger Sub or Neither Company nor the Exchange Agent shall be under any obligation to notify any Person person of any defect in an Election Form. (c) For purposes of this Section 2.7, the following definitions shall apply:

Election and Proration Procedures. (a) Parent shall prepare and file an An election form in such form and substance as Buyer shall reasonably acceptable to Parent and the Company (which form shall include the items described in clause (i) and (ii) of Section 2.3(b)) specify (the “Election Form”) as an exhibit shall be mailed on a date to be mutually agreed by the Buyer and the Company that is not more than forty-five (45) days nor less than thirty (30) days prior to the Registration Statement. Parent shall direct anticipated Closing Date or on such other date as the Buyer and cause the Exchange Agent to mail the Election Form with the Proxy Statement/Prospectus to all persons who are record holders of the Shares as of the record date for the Company Stockholder Meeting shall mutually agree (the “Mailing Date”) to each holder of record of Company Common Stock as of the close of business on the fifth (5th) Business Day prior to the Mailing Date (the “Election Form Record Date”). . (b) Buyer shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Company Common Stock between the Election Form Record Date and the close of business on the Business Day prior to the Election Deadline, and Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (c) Each Election Form shall permit a record the holder of Shares (or the beneficial owner through appropriate and customary documentation and instructions) to specify (x) the number of shares of such holder’s Shares Company Common Stock with respect to which such holder makes a Mixed Election (each such share, a “Mixed Election Share”), (y) the number of shares of such holder’s Shares Company Common Stock with respect to which such holder makes a Cash Election (each such share, a “Cash Election Share”) ), and (z) the number of shares of such holder’s Shares Company Common Stock with respect to which such holder makes a Stock Election (each such share, a “Stock Election Share”). (b) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) . Any shares of Shares between the record date for the Company Stockholder Meeting and the close of business on the Business Day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (c) Any Shares Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form (including duly executed transmittal materials included with the Election Form) ), accompanied by any Certificates to which such Election Form relates, or by an appropriate customary guaranty of delivery of the related Certificates from a member of any registered national securities exchange or a commercial bank or trust company in the United States, on or before 5:00 3:00 p.m., Eastern Mountain Time, on the date that is one Business Day immediately preceding twenty-fifth (25th) day following the Company Stockholder Meeting Mailing Date (or such other time and date as Parent the Buyer and the Company shall agree in writingagree) (the “Election Deadline”) (other than Shares shares of Company Common Stock to be cancelled in accordance with Section 2.1(c2.01(b) and other than Dissenting Shares) shall be deemed to be “No Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares. An Election Form shall be effective and properly made and completed if the Exchange Agent shall have actually received at its designated office by Not later than ten (10) Business Days after the Election Deadline, an Election Form (including duly executed transmittal materials included with unless the Election Form) properly completed and signed and accompanied by (i) Certificates representing Effective Time has not yet occurred, in which case as soon after the Shares to which such Election Form relatesEffective Time as is reasonably practicable, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election Form. The Election Form shall specify that delivery shall be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent Buyer shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3Consideration: i. (i) If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) ), and (B) a number of validly issued, fully paid and nonassessable Parent Shares shares of Buyer Common Stock equal to the product of the Stock Election Consideration, Consideration multiplied by a fraction equal to one (1) minus the Cash Fraction. (ii. ) If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares Shares, and (B) a number of validly issued, fully paid and nonassessable Parent Shares shares of Buyer Common Stock equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (ed) Any election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form (including duly executed transmittal materials included with the Election Form), accompanied by any Certificates to which such Election Form relates, or by an appropriate customary guaranty of delivery of the related Certificates from a member of any registered national securities exchange or a commercial bank or trust company in the United States, by the Election Deadline. Any Election Form may be revoked or changed by the authorized Person properly submitting such Election Form, by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the Shares shares of Company Common Stock represented by such Election Form shall become No Election Shares, except to the extent a subsequent election is properly made with respect to any or all of Shares such shares of Company Common Stock prior to the Election Deadline. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of ParentBuyer, the Buyer Bank, Company, Merger Sub Company Bank or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form.

Election and Proration Procedures. (a) Parent shall prepare and file an An election form in such form as SBC shall reasonably specify and substance as shall be reasonably acceptable to Parent and the Company (which form shall include the items described in clause (i) and (ii) of Section 2.3(b)) Holdings (the “Election Form”) as an exhibit shall be mailed on a date to be mutually agreed by the Parties that is not more than forty-five (45) days nor less than thirty (30) days prior to the Registration Statement. Parent anticipated Closing Date or on such other date as the Parties shall direct and cause the Exchange Agent to mail the Election Form with the Proxy Statement/Prospectus to all persons who are record holders of the Shares as of the record date for the Company Stockholder Meeting mutually agree (the “Mailing Date”) to each holder of record of Holdings Common Stock as of the close of business on the fifth (5th) Business Day prior to the Mailing Date (the “Election Form Record Date”). . (b) SBC shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Holdings Common Stock between the Election Form Record Date and the close of business on the Business Day prior to the Election Deadline, and Holdings shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (c) Each Election Form shall permit a record the holder of Shares (or the beneficial owner through appropriate and customary documentation and instructions) to specify (x) the number of shares of such holder’s Shares Holdings Common Stock with respect to which such holder makes a Mixed Election (each such share, a “Mixed Election Share”), (y) the number of shares of such holder’s Shares Holdings Common Stock with respect to which such holder makes a Cash Election (each such share, a “Cash Election Share”) ), and (z) the number of shares of such holder’s Shares Holdings Common Stock with respect to which such holder makes a Stock Election (each such share, a “Stock Election Share”). (b) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Shares between the record date for the Company Stockholder Meeting and the close of business on the Business Day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (c) . Any Holdings Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form (including duly executed transmittal materials included with the Election Form) ), accompanied by any Holdings Certificates or Book-Entry Shares to which such Election Form relates, or by an appropriate customary guaranty of delivery of the related Holdings Certificates from a member of any registered national securities exchange or a commercial bank or trust company in the United States, on or before 5:00 p.m., Eastern Time, on the date that is one Business Day immediately preceding twenty-fifth (25th) day following the Company Stockholder Meeting Mailing Date (or such other time and date as Parent and the Company Parties shall agree in writingagree) (the “Election Deadline”) (other than Holdings Shares to be cancelled in accordance with Section 2.1(c2.1(b) and other than Dissenting Shares) shall be deemed to be “No Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares. An The Parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Form shall be effective Deadline not more than fifteen (15) Business Days before, and properly made and completed if at least five (5) Business Days prior to, the Exchange Agent shall have actually received at its designated office by Election Deadline. Not later than ten (10) Business Days after the Election Deadline, an Election Form (including duly executed transmittal materials included with unless the Election Form) properly completed and signed and accompanied by (i) Certificates representing Effective Time has not yet occurred, in which case as soon after the Shares to which such Election Form relatesEffective Time as is reasonably practicable, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election Form. The Election Form shall specify that delivery shall be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent SBC shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3Consideration: i. (i) If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) ), and (B) a number of validly issued, fully paid and nonassessable Parent SBC Shares equal to the product of the Stock Election Consideration, Consideration multiplied by a fraction equal to one (1) minus the Cash Fraction. (ii. ) If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares Shares, and (B) a number of validly issued, fully paid and nonassessable Parent SBC Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (ed) Any election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form (including duly executed transmittal materials included with the Election Form), accompanied by any Holdings Certificates or Book-Entry Shares to which such Election Form relates, or by an appropriate customary guaranty of delivery of the related Holdings Certificates from a member of any registered national securities exchange or a commercial bank or trust company in the United States, by the Election Deadline. Any Election Form may be revoked or changed by the authorized Person properly submitting such Election Form, by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the Shares shares of Holdings Common Stock represented by such Election Form shall become No Election Shares, except to the extent a subsequent election is properly made with respect to any or all of Shares such shares of Holdings Common Stock prior to the Election Deadline. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of ParentSBC, SNB, Holdings, the Company, Merger Sub Bank or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form.

Election and Proration Procedures. (a) Parent shall prepare and file an An election form in such form as Home Building Bancorp and substance reasonably acceptable First Bancorp shall mutually agree (an "ELECTION FORM") shall be mailed on the Mailing Date (as defined below) to Parent and the Company (which form shall include the items described in clause (i) and (ii) each holder of Section 2.3(b)) (the “Election Form”) as an exhibit to the Registration Statement. Parent shall direct and cause the Exchange Agent to mail the Election Form with the Proxy Statement/Prospectus to all persons who are record holders of the Shares shares of Home Building Bancorp Common Stock as of a record date which shall be the same date as the record date for eligibility to vote on the Company Stockholder Meeting Merger. The "MAILING DATE" shall be the date on which proxy materials relating to the Merger are mailed to holders of shares of Home Building Bancorp Common Stock. First Bancorp shall make available Election Forms as may be reasonably requested by all persons who become holders of Home Building Bancorp Common Stock after the record date for eligibility to vote on the Merger and prior to the Election Deadline (as defined herein), and Home Building Bancorp shall provide to the “Mailing Date”). Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. (b) Each Election Form shall permit a record entitle the holder of Shares shares of Home Building Bancorp Common Stock (or the beneficial owner through appropriate and customary documentation and instructions) to specify (xi) elect to receive the number Cash Consideration for all of such holder’s 's shares (a "CASH ELECTION"), (ii) elect to receive the Stock Consideration for all of such holder's shares (a "STOCK ELECTION"), (iii) elect to receive the Cash Consideration with respect to some of such holder's shares and the Stock Consideration with respect to such holder's remaining shares (a "MIXED ELECTION") or (iv) make no election or to indicate that such holder has no preference as to the receipt of the Cash Consideration or the Stock Consideration (a "NON-ELECTION"). Holders of record of shares of Home Building Bancorp Common Stock who hold such shares as nominees, trustees or in other representative capacities (a "REPRESENTATIVE") may submit multiple Election Forms, provided that such Representative certifies that each such Election Form covers all the shares of Home Building Bancorp Common Stock held by that Representative for a particular beneficial owner. Shares of Home Building Bancorp Common Stock as to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as "CASH ELECTION SHARES." Shares of Home Building Bancorp Common Stock as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as "STOCK ELECTION SHARES." Shares of Home Building Bancorp Common Stock as to which no election has been made are referred to as "NON-ELECTION SHARES." The aggregate number of shares of Home Building Bancorp Common Stock with respect to which such holder makes a Mixed Election (each such share, a “Mixed Election Share”), (y) the number of such holder’s Shares with respect to which such holder makes a Cash Election (each such share, a “Cash Election Share”) and (z) the number of such holder’s Shares with respect to which such holder makes a Stock Election (each such share, a “Stock Election Share”)has been made is referred to herein as the "STOCK ELECTION NUMBER. (b) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Shares between the record date for the Company Stockholder Meeting and the close of business on the Business Day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein." (c) Any Shares with respect to which the Exchange Agent has not received an To be effective, a properly completed Election Form must be received by Registrar and Transfer Company (including the "EXCHANGE AGENT") on or before 5:00 p.m., New York City time, on the third business day subsequent to Home Building Bancorp's Shareholder Meeting (or such other time and date as Home Building Bancorp and First Bancorp may mutually agree) (the "ELECTION DEADLINE"). An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates theretofore representing Home Building Bancorp Common Stock ("CERTIFICATE(S)") (or customary affidavits and, if required by First Bancorp pursuant to SECTION 2.7(I), indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Home Building Bancorp Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form) on or before 5:00 p.m., Eastern Time, on the date that is one Business Day immediately preceding the Company Stockholder Meeting (or such other . Any Home Building Bancorp shareholder may at any time and date as Parent and the Company shall agree in writing) (the “Election Deadline”) (other than Shares prior to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) shall be deemed to be “No Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares. An Election Form shall be effective and properly made and completed if the Exchange Agent shall have actually received at its designated office by the Election Deadline, an Election Form (including duly executed transmittal materials included with the Election Form) properly completed and signed and accompanied by (i) Certificates representing the Shares to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election Form. The Election Form shall specify that delivery shall be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked change his or changed by the authorized Person properly submitting such Election Form, her election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Election Form. Any Home Building Bancorp shareholder may, at 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 or by withdrawal prior to the Election Deadline of his or her Certificates, or of the guarantee of delivery of such Certificates, previously deposited with the Exchange Agent. In All elections shall be revoked automatically if the event an Exchange Agent is notified in writing by First Bancorp and Home Building Bancorp that this Agreement has been terminated. If a shareholder either (i) does not submit a properly completed Election Form is revoked by the Election Deadline or (ii) revokes its Election Form prior to the Election Deadline and does not submit a new properly executed Election Form prior to the Election Deadline, the Shares represented shares of Home Building Bancorp Common Stock held by such shareholder shall be designated Non-Election Shares. First Bancorp shall cause the Certificates representing Home Building Bancorp Common Stock described in clause (ii) to be promptly returned without charge to the person submitting the Election Form shall become No Election Shares, except upon written request to that effect from the extent a subsequent election is properly made with respect to any or all of Shares prior to person who submitted the Election DeadlineForm. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None . (d) Notwithstanding any other provision contained in this Agreement, 50% of Parentthe total number of shares of Home Building Bancorp Common Stock outstanding at the Effective Time (the "STOCK CONVERSION NUMBER") shall be converted into the Stock Consideration and the remaining outstanding shares of Home Building Bancorp Common Stock (excluding shares of Home Building Bancorp Common Stock to be canceled as provided in SECTION 2.5(D) and Dissenters' Shares) shall be converted into the Cash Consideration; PROVIDED, HOWEVER, that for federal income tax purposes, it is intended that the CompanyMerger will qualify as a reorganization under the provisions of Section 368(a) of the IRC and, notwithstanding anything to the contrary contained herein, in order that the Merger Sub will not fail to satisfy continuity of interest requirements under applicable federal income tax principles relating to reorganizations under Section 368(a) of the IRC, First Bancorp shall increase the number of shares of Home Building Bancorp Common Stock that will be converted into the Stock Consideration and reduce the number of shares of Home Building Bancorp Common Stock that will be converted into the right to receive the Cash Consideration to ensure that the Stock Consideration will represent at least 40% of the value of the aggregate Merger Consideration, increased by the value of any Excluded Shares, each as measured as of the Effective Time. (e) Within five business days after the later to occur of the Election Deadline or the Effective Time, First Bancorp shall cause the Exchange Agent to effect the allocation among holders of Home Building Bancorp Common Stock of rights to receive the Cash Consideration and the Stock Consideration as follows: (i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be under any obligation converted into the right to notify any Person receive the Cash Consideration, and each holder of any defect Stock Election Shares will be entitled to receive (A) the Stock Consideration in an respect of the number of Stock Election FormShares held by such holder multiplied by a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number and (B) the Cash Consideration in respect of the remaining number of such holder's Stock Election Shares; (ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the "SHORTFALL NUMBER"), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and each holder of Non-Election Shares shall receive (1) the Stock Consideration in respect of the number of Non-Election Shares held by such holder multiplied by a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares and (2) the Cash Consideration in respect of the remaining number of such holder's Non-Election Shares; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and each holder of Cash Election Shares shall receive (1) the Stock Consideration in respect of the number of Cash Election Shares held by such holder multiplied by a fraction, the numerator of which is the amount by which the Shortfall Number exceeds the number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares and (2) the Cash Consideration in respect of the remaining number of such holder's Cash Election Shares. For purposes of the foregoing calculations, Excluded Shares shall be deemed Cash Election Shares. For purposes of this SECTION 2.6(E), if First Bancorp is obligated to increase the number of shares of Home Building Bancorp Common Stock to be converted into shares of First Bancorp Common Stock as a result of the application of the last clause of SECTION 2.6(D) above, then the higher number shall be substituted for the Stock Conversion Number in the calculations set forth in this SECTION 2.6(E).

Election and Proration Procedures. (a) Parent shall prepare and file an An election form in such form as Community shall reasonably specify and substance as shall be reasonably acceptable to Parent and the Company (which form shall include the items described in clause (i) and (ii) of Section 2.3(b)) Merchants (the “Election Form”) as an exhibit shall be mailed on a date to be mutually agreed by the Parties that is not more than forty-five (45) days nor less than thirty (30) days prior to the Registration Statement. Parent anticipated Closing Date or on such other date as the Parties shall direct and cause the Exchange Agent to mail the Election Form with the Proxy Statement/Prospectus to all persons who are record holders of the Shares as of the record date for the Company Stockholder Meeting mutually agree (the “Mailing Date”) to each holder of record of Merchants Common Stock as of the close of business on the fifth (5th) Business Day prior to the Mailing Date (the “Election Form Record Date”). . (b) Community shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Merchants Common Stock between the Election Form Record Date and the close of business on the Business Day prior to the Election Deadline, and Merchants shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (c) Each Election Form shall permit a record the holder of Shares (or the beneficial owner through appropriate and customary documentation and instructions) to specify (x) the number of shares of such holder’s Shares Merchants Common Stock with respect to which such holder makes a Mixed Election (each such share, a “Mixed Election Share”), (y) the number of shares of such holder’s Shares Merchants Common Stock with respect to which such holder makes a Cash Election (each such share, a “Cash Election Share”) ), and (z) the number of shares of such holder’s Shares Merchants Common Stock with respect to which such holder makes a Stock Election (each such share, a “Stock Election Share”). (b) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Shares between the record date for the Company Stockholder Meeting and the close of business on the Business Day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (c) . Any Merchants Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form (including duly executed transmittal materials included with the Election Form) ), accompanied by any Merchants Certificates or Book-Entry Shares to which such Election Form relates, or by an appropriate customary guaranty of delivery of the related Merchants Certificates from a member of any registered national securities exchange or a commercial bank or trust company in the United States, on or before 5:00 p.m., Eastern Time, on the date that is one Business Day immediately preceding twenty-fifth (25th) day following the Company Stockholder Meeting Mailing Date (or such other time and date as Parent and the Company Parties shall agree in writingagree) (the “Election Deadline”) (other than Merchants Shares to be cancelled in accordance with Section 2.1(c) 2.1(b), Merchants Restricted Shares and other than Proposed Dissenting Shares) shall be deemed to be “No Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares. An The Parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Form shall be effective Deadline not more than fifteen (15) Business Days before, and properly made and completed if at least five (5) Business Days prior to, the Exchange Agent shall have actually received at its designated office by Election Deadline. Not later than ten (10) Business Days after the Election Deadline, an Election Form (including duly executed transmittal materials included with unless the Election Form) properly completed and signed and accompanied by (i) Certificates representing Effective Time has not yet occurred, in which case as soon after the Shares to which such Election Form relatesEffective Time as is reasonably practicable, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election Form. The Election Form shall specify that delivery shall be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent Community shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3Consideration: i. (i) If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, (1) the numerator of which shall be the Available Cash Election Amount and (2) the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) ), and (B) a number of validly issued, fully paid and nonassessable Parent Community Shares equal to the product of the Stock Election Consideration, Consideration multiplied by a fraction equal to one (1) minus the Cash Fraction. (ii. ) If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares Shares, and (B) a number of validly issued, fully paid and nonassessable Parent Community Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (ed) Any election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form (including duly executed transmittal materials included with the Election Form), accompanied by any Merchants Certificates or Book-Entry Shares to which such Election Form relates, or by an appropriate customary guaranty of delivery of the related Merchants Certificates from a member of any registered national securities exchange or a commercial bank or trust company in the United States, by the Election Deadline. Any Election Form may be revoked or changed by the authorized Person properly submitting such Election Form, by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the Shares shares of Merchants Common Stock represented by such Election Form shall become No Election Shares, except to the extent a subsequent election is properly made with respect to any or all of Shares such shares of Merchants Common Stock prior to the Election Deadline. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of ParentCommunity, the CompanyMerchants, Merger Sub or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form.

Election and Proration Procedures. (a) Parent shall prepare and file an An election form in such form and substance reasonably acceptable to Parent and the Company (which form shall include the items described in clause (i) and (ii) of Section 2.3(b)) (the an “Election Form”) as an exhibit to the Registration Statement. Parent shall direct and cause the Exchange Agent to mail the Election Form ), together with the Proxy Statement/Prospectus transmittal materials referred to all persons who are in Section 2.1 below, shall be mailed to each holder of Seller Common Stock of record holders of the Shares as of the record date for Closing Date within six (6) Business Days after the Company Stockholder Meeting Effective Time (the “Mailing Date”). Seller shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. (b) Each Election Form shall permit a record entitle the holder of Shares Seller Common Stock (or the beneficial owner through appropriate and customary documentation and instructions) to specify elect to (xi) receive the number Per Share Stock Consideration with respect to any or all of such holder’s Shares with respect to which such holder makes a Mixed shares (“Stock Election (each such share, a “Mixed Election ShareShares”), (yii) receive the number Per Share Cash Consideration with respect to any or all of such holder’s Shares shares (“Cash Election Shares”), (iii) receive the Per Share Mixed Consideration with respect to which such holder makes a Cash Election (each such share, a “Cash Election Share”) and (z) the number any or all of such holder’s Shares with respect to which such holder makes a Stock shares (“Mixed Election Shares), or (each such share, a iv) make no election (“Stock Non-Election ShareShares”). (b) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) . Holders of Shares between the record date for the Company Stockholder Meeting and the close of business on the Business Day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (c) Any Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form (including duly executed transmittal materials included with the Election Form) on or before 5:00 p.m., Eastern Time, on the date that is one Business Day immediately preceding the Company Stockholder Meeting (or such other time and date as Parent and the Company shall agree in writing) (the “Election Deadline”) (other than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) shall be deemed to be “No Election Shares,” and the holders of such No Non-Election Shares shall be deemed to have made a an election to receive Per Share Mixed Consideration and to be Mixed Election with respect to Shares for all purposes herein. Holders of record of Seller Common Stock who hold such No shares as nominees, trustees or in other representative capacity (a “Holder Representative”) may submit multiple Election SharesForms, provided that such Holder Representative certifies that such Election Forms cover all of the shares of Seller Common Stock held by that Holder Representative for a particular beneficial owner. (c) To be effective, a properly completed Election Form must be received by the Exchange Agent on or before 4:00 p.m., local time, on such date after the Mailing Date as Buyer and Seller may mutually agree (the “Election Deadline”). An Election Form election shall be effective and have been properly made and completed only if the Exchange Agent shall have actually received at its designated office a properly completed Election Form by the Election Deadline, an . An Election Form (including duly executed transmittal materials included with the Election Form) shall be deemed properly completed and signed and accompanied by only if (i) with respect to an election made as to shares of Seller Common Stock held in certificated form, such Election Form is accompanied by one or more Certificates representing the Shares to which shares of Seller Common Stock covered by such Election Form relatesForm, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of guaranteed delivery of such Certificates as set forth in (or customary affidavits and, if required by Buyer, indemnification regarding the loss or destruction of such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange ActCertificates); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or together with duly completed transmittal materials, and (ii) with respect to an election made as to shares of Seller Common Stock held in the case uncertificated, book entry form, duly completed transmittal materials. Any holder of Book-Entry Sharesshares of Seller Common Stock may at any time prior to, the documents required by the procedures set forth in the Election Form. The Election Form shall specify that delivery shall be madebut not after, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter)change his, Parent shall cause the Exchange Agent her or its election with respect to effect the following prorations to the Merger Consideration allocations; provided that the payment such shares of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Seller Common Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked or changed by the authorized Person properly submitting such Election Form, by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Election Form. Any holder of shares of Seller Common Stock may, at any time prior to the Election Deadline, revoke his, her or its election by written notice received by the Exchange Agent prior to the Election Deadline or by withdrawal prior to the Election Deadline of his, her or its Certificates, or of the guarantee of delivery of such Certificates. In the event an If a holder of shares of Seller Common Stock either (i) does not submit a properly completed Election Form is revoked by the Election Deadline or (ii) revokes its Election Form prior to the Election Deadline but does not submit a new properly executed Election Form prior to the Election Deadline, the Shares represented shares of Seller Common Stock held by such Election Form holder shall become No be designated as Non-Election Shares, except to the extent a subsequent election is properly made with respect to any or all of Shares prior to the Election Deadline. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, instruction, revocation or change has been properly or timely made and to disregard immaterial defects in the any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent. (d) Notwithstanding any other provision contained in this Agreement, the Companyaggregate number of Cash Election Shares (which, Merger Sub for the purpose of this Section 1.5(d) only, shall be deemed to include the Dissenting Shares determined as of the Effective Time) shall equal 25% of the total of the aggregate number of Stock Election Shares and the aggregate number of Cash Election Shares at the Effective Time. To the extent that the aggregate number of Cash Election Shares does not equal 25% of such total, holders of Seller Common Stock making the Cash Election or the Stock Election, as the case may be, shall receive consideration which shall consist of both Per Share Cash Consideration and Per Share Stock Consideration subject to proration pursuant to Section 1.5(e). (e) Within six (6) Business Days after the Election Deadline, Buyer shall use reasonable efforts to cause the Exchange Agent to effect the allocation among holders of Seller Common Stock of rights to receive the Per Share Cash Consideration and the Per Share Stock Consideration as follows: (i) If the aggregate number of Cash Election Shares exceeds 25% of the total of the aggregate number of Stock Election Shares and the aggregate number of Cash Election Shares, then all Stock Election Shares shall be under converted into the right to receive the Per Share Stock Consideration, and all Cash Election Shares shall be converted into the right to receive a combination of Per Share Cash Consideration and Per Share Stock Consideration, prorated such that the aggregate number of Cash Election Shares equals one-third (1/3) of the aggregate number of Stock Election Shares after such proration is applied; or (ii) If the aggregate number of Stock Election Shares exceeds 75% of the total of the aggregate number of Cash Election Shares and the aggregate number of Stock Election Shares, then all Cash Election Shares shall be converted into the right to receive the Per Share Cash Consideration, and all Stock Election Shares shall be converted into the right to receive a combination of Per Share Cash Consideration and Per Share Stock Consideration, prorated such that the aggregate number of Cash Election Shares equals one-third (1/3) of the aggregate number of Stock Election Shares after such proration is applied. (f) The provisions of Section 1.5(d) and (e) shall not affect the Mixed Election Shares (including the Non-Election Shares which are deemed to be Mixed Election Shares) which shall be converted into the right to receive the Per Share Mixed Consideration and shall not be subject to any obligation to notify any Person of any defect in an Election Formproration.

Election and Proration Procedures. (a) Parent shall prepare and file an 2.6.1 An election form and other appropriate and customary transmittal materials in such form as Company and substance reasonably acceptable to Parent and the Company Seller shall mutually agree (which form shall include the items described in clause (i) and (ii) of Section 2.3(b)) (the “Election Form”) shall be mailed no more than twenty (20) days after the Effective Time or on such other date as an exhibit to the Registration Statement. Parent Seller and Company shall direct and cause the Exchange Agent to mail the Election Form with the Proxy Statement/Prospectus to all persons who are record holders of the Shares as of the record date for the Company Stockholder Meeting mutually agree (the “Mailing Date”) to each holder of record of Seller Common Stock as of the Effective Time (“Election Form Record Date”). Each Election Form shall permit a record holder of Shares (or the beneficial owner through appropriate and customary documentation and instructions) to specify (x) the number of such holder’s Shares with respect to which such holder makes a Mixed Election (each such share, a “Mixed Election Share”), (y) the number of such holder’s Shares with respect to which such holder makes a Cash Election (each such share, a “Cash Election Share”) and (z) the number of such holder’s Shares with respect to which such holder makes a Stock Election (each such share, a “Stock Election Share”). (b) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Shares between the record date for the Company Stockholder Meeting and the close of business on the Business Day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. . Each Election Form shall permit the holder (cor the beneficial owner through appropriate and customary documentation and instructions) to elect (an “Election”) to receive either (i) Company Common Stock (a “Stock Election”) with respect to all of such holder’s Seller Common Stock, (ii) cash (a “Cash Election”) with respect to all of such holder’s Seller Common Stock, or (iii) a specified number of shares of Seller Common Stock to receive Company Common Stock (a “Combination Stock Election”) and a specified number of shares of Seller Common Stock to receive cash (a “Combination Cash Election”), subject to the provisions contained in this Agreement. Any Shares Seller Common Stock (other than Seller Dissenting Shares) with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent has not received an effective, properly completed Election Form (including duly executed transmittal materials included with received prior to the Election Form) on or before 5:00 p.m., Eastern Time, on the date that is one Business Day immediately preceding the Company Stockholder Meeting (or such other time and date as Parent and the Company shall agree in writing) (the “Election Deadline”) (other than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) Deadline shall be deemed to be “No Undesignated Shares” hereunder. 2.6.2 Any Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares. An Election Form shall be effective and been properly made and completed effective only if the Exchange Agent shall have actually received at its designated office a properly completed Election Form by 5:00 P.M. California time on or before the 30th day following the Mailing Date, or such other time and date as Company and Seller may mutually agree (the “Election Deadline, ”). An Election Form shall be deemed properly completed only if an Election is indicated for each share of Seller Common Stock covered by such Election Form and if accompanied by one or more Certificates (including or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Seller Common Stock covered by such Election Form, together with the duly executed transmittal materials included with the Election Form) properly completed and signed and accompanied by (i) Certificates representing the Shares to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election Form. The Election Form shall specify that delivery shall be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked or changed by the authorized Person properly person submitting such Election Form, by written notice received by the Exchange Agent Form at or prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the Shares shares of Seller Common Stock represented by such Election Form shall automatically become No Undesignated Shares unless and until a new Election Shares, except to the extent a subsequent election Form is properly made completed with respect to any such shares on or all of Shares prior to before the Election Deadline, and Company shall cause the Certificates representing such Undesignated Shares to be promptly returned without charge to the person submitting the revoked Election Form upon written request to that effect from the holder who submitted such Election Form. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 decisions of Company and Seller required by the Exchange Agent regarding and made in good faith in determining such matters shall be binding and conclusive. None The Exchange Agent shall notify as soon as reasonably possible any person of Parentany material defect in his or her Election Form. 2.6.3 Company shall use its best efforts to cause the Exchange Agent to effect the allocation among the holders of Seller Common Stock of rights to receive Company Common Stock or cash in the Merger as follows: (a) If the conversion of shares of Seller Common Stock for which Cash Election and Combination Cash Elections shall have effectively been made would result in a number of shares of Company Common Stock being issued that is greater than the Aggregate Company Share Amount (which shall be determined for this purpose on the assumption that all shares of Seller Common Stock [other than those for which Cash Elections or Combination Cash Elections have been made] would be entitled to receive Company Common Stock), then, to the Companyextent necessary so that the number of shares of Company Common Stock to be issued in the Merger shall be equal to the Aggregate Company Share Amount, Merger Sub or the Exchange Agent shall make the following allocations and adjustments in the following order: (i) shares of Seller Common Stock for which effective Cash Elections or Combination Cash Elections have been made shall be under any obligation converted into the right to notify any Person of any defect receive cash in an amount equal to the Per Share Cash Consideration; (ii) the Exchange Agent shall select by lot such number of holders of Undesignated Shares to receive the Per Share Cash Consideration as shall be necessary so that the shares of Company Common Stock to be received by other holders of Undesignated Shares, when combined with the number of shares of Company Common Stock for which Stock Elections or Combination Stock Elections have been made shall be equal to the Aggregate Company Share Amount. If all Undesignated Shares are converted into the right to receive the Per Share Cash Consideration and the shares for which Stock Election Formand Combination Stock Elections are still greater than the Aggregate Company Share Amount, then; (iii) a stock proration factor (the “Stock Proration Factor”) shall be determined by dividing (x) the Aggregate Company Share Amount by (y) the product of (i) the total number of shares of Seller Common Stock with respect to which effective Stock Elections and Combination Stock Elections were made multiplied by (ii) the Exchange Ratio. Each holder of Seller Common Stock who made an effective Stock Election or Combination Stock Election shall be entitled to: (1) the number of shares of Company Common Stock equal to the product of (x) the Exchange Ratio, multiplied by (y) the number of shares of Seller Common Stock covered by such Stock Election or Combination Stock Election, multiplied by (z) the Stock Proration Factor; and (2) cash in an amount equal to the product of (x) the Per Share Cash Consideration, multiplied by (y) the number of shares Seller Common Stock covered by such Stock Election or Combination Stock Election, multiplied by (z) one minus the Stock Proration Factor. (b) If the conversion of the shares of Seller Common Stock for which Stock Elections and Combination Stock Elections shall have effectively been made (based upon the Exchange Ratio) would result in a number of shares of Company Common Stock being issued that is less than the Aggregate Company Share Amount (which shall be determined for this purpose on the assumption that all shares of Seller Common Stock [other than those for which Stock Elections or Combination Stock Elections have been made] would be entitled to receive the Per Share Cash Consideration), then, to the extent necessary so that the number of shares of Company Common Stock to be issued in the Merger shall be equal to the Aggregate Company Share Amount, the Exchange Agent shall make the following allocations and adjustments in the following order: (i) each holder of Seller Common Stock who made an effective Stock Election or Combination Stock Election shall receive the number of shares of Company Common Stock equal to the product of the Exchange Ratio multiplied by the number of shares of Seller Common Stock covered by such Stock Election or Combination Stock Election; (ii) the Exchange Agent shall select by lot such number of holders of Undesignated Shares to receive Company Common Stock as shall be necessary so that the shares of Company Common Stock to be received by those holders, when combined with the number of shares of Company Common Stock for which a Stock Election or Combination Stock Election has been made shall be equal to at least the Aggregate Company Share Amount. If all Undesignated Shares plus all shares as to which Stock Elections and Combination Stock Elections have been made together are still less than the Aggregate Company Share Amount, then; (iii) a cash proration factor (the “Cash Proration Factor”) shall be determined by dividing (x) the Aggregate Company Share Amount (less the product of (i) the sum of the shares for which an effective Stock Election and Combination Stock Election has been made plus all the Undesignated Shares multiplied by (ii) the Exchange Ratio) by (y) the product of (i) the sum of the total number of shares of Seller Common Stock with respect to which effective Cash Elections and Combination Cash Elections were made multiplied by (ii) the Exchange Ratio. Each holder of Seller Common Stock who made an effective Cash Election or Combination Cash Election shall be entitled to: (1) cash equal to the product of (x) the Per Share Cash Consideration, multiplied by (y) the number of shares of Seller Common Stock covered by such Cash Election or Combination Cash Election, multiplied by (z) one minus the Cash Proration Factor; and (2) the number of shares of Company Common Stock equal to the product of (x) the Exchange Ratio, multiplied by (y) the number of shares of Seller Common Stock covered by such Cash Election or Combination Cash Election, multiplied by (z) the Cash Proration Factor. (c) If the aggregate number of shares of Seller Common Stock for which Stock Elections and Combination Stock Elections shall have effectively been made would result in a number of shares of Company Common Stock being issued that is equal to the Aggregate Company Share Amount, (i) the shares of Seller Common Stock for which effective Stock Elections and Combination Stock Elections have been made shall be converted into the right to receive Company Common Stock equal to the product of the Exchange Ratio multiplied by the number of shares of Seller Common Stock covered by such Stock Elections and Combination of Stock Elections; (ii) the shares of Seller Common Stock for which effective Cash Elections and Combination Cash Elections have been made shall be converted into the right to receive the Per Share Cash Consideration; and (iii) the Undesignated Shares shall be converted into the right to receive the Per Share Cash Consideration. (d) Notwithstanding any other provision of this Agreement, if, after applying the allocation rules set forth in the preceding subsections of this Section 2.6(c), the number of shares of Company Common Stock that would be issued pursuant to the Merger is less than the Aggregate Company Share Amount or more than the Aggregate Company Share Amount, Company shall be authorized to reallocate shares of Company Common Stock and cash among the holders of the Seller Common Stock in good faith and in such a manner as Company reasonably determines to be fair and equitable, or to vary the number of shares of Company Common Stock to be issued in the Merger, in a manner such that the number of shares of Company Common Stock to be issued in the Merger shall be equal to the Aggregate Company Share Amount. (e) Notwithstanding any other provision of this Agreement (other than Section 2.6(c)(iv) hereof), if any Dissenting Shares fail to become Perfected Dissenting Shares, such Dissenting Shares shall automatically be converted into and represent the right to receive the consideration for such shares provided in this Agreement, without interest thereon. The consideration payable for any such Dissenting Shares shall be payable in cash, in shares of Company Common Stock, or in such combination of cash and Company Common Stock as shall be determined by Company as being necessary or appropriate to preserve the status of the Merger as a “reorganization” within the meaning of section 368(a) of the Code. 2.6.4 The calculations required by Section 2.6(c) shall be prepared by Company prior to the Effective Time and shall be set forth in a certificate executed by the Chief Financial Officer of Company and furnished to Seller at least two Business Days prior to the Effective Time showing the manner of calculation in reasonable detail. Any calculation of a portion of a share of Company Common Stock shall be rounded to the nearest ten-thousandth of a share, and any cash payment shall be rounded to the nearest cent.

Election and Proration Procedures. (a) Parent shall prepare and file an An election form in such form and substance reasonably acceptable to Parent and the Company (which form shall include the items described in clause (ian "Election Form") and (ii) of Section 2.3(b)) (the “Election Form”) as an exhibit to the Registration Statement. Parent shall direct and cause the Exchange Agent to mail the Election Form with the Proxy Statement/Prospectus to all persons who are record holders of the Shares as of the record date for the Company Stockholder Meeting (the “Mailing Date”). Each Election Form shall permit a record holder of Shares (or the beneficial owner through other appropriate and customary documentation transmittal materials, which shall specify that delivery shall be effected, and instructionsrisk of loss and title to the certificates theretofore representing SBS Common Stock ("Certificates") to specify (x) the number shall pass, only upon proper delivery of such holder’s Shares with respect to which such holder makes a Mixed Election (each such share, a “Mixed Election Share”), (y) the number of such holder’s Shares with respect to which such holder makes a Cash Election (each such share, a “Cash Election Share”) and (z) the number of such holder’s Shares with respect to which such holder makes a Stock Election (each such share, a “Stock Election Share”). (b) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Shares between the record date for the Company Stockholder Meeting and the close of business on the Business Day prior to the Election Deadline, and the Company shall provide Certificates to the Exchange Agent all information reasonably necessary for it in such form as SBS and NCF shall mutually agree shall be mailed on the Mailing Date (as defined below) to perform as specified hereineach SBS Record Holder. The "Mailing Date" shall be the date on which proxy materials relating to the Merger are mailed to holders of shares of SBS Common Stock. (c) Any Shares with respect to which the Exchange Agent has not received an To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m. New York City time on the 20th calendar day following the Mailing Date (including or such other time and date as SBS and NCF may mutually agree) (the "Election Deadline"). An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and, if required by NCF pursuant to Section 3.4, indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of SBS Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form) on or before 5:00 p.m., Eastern Time, on the date that is one Business Day immediately preceding the Company Stockholder Meeting (or such other . Any SBS stockholder may at any time and date as Parent and the Company shall agree in writing) (the “Election Deadline”) (other than Shares prior to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) shall be deemed to be “No Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares. An Election Form shall be effective and properly made and completed if the Exchange Agent shall have actually received at its designated office by the Election Deadline, an Election Form (including duly executed transmittal materials included with the Election Form) properly completed and signed and accompanied by (i) Certificates representing the Shares to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election Form. The Election Form shall specify that delivery shall be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked change his or changed by the authorized Person properly submitting such Election Form, her election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Election Form. Any SBS stockholder may, at 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 or by withdrawal prior to the Election Deadline of his or her Certificates, or of the guarantee of delivery of such Certificates, previously deposited with the Exchange Agent. In All elections shall be revoked automatically if the event Exchange Agent is notified in writing by NCF and SBS that this Agreement has been terminated. If an SBS stockholder either (i) does not submit a properly completed Election Form is revoked by the Election Deadline, or (ii) revokes its Election Form prior to the Election Deadline, the Shares represented shares of SBS Common Stock held by such stockholder shall be designated Non-Election Shares. NCF shall cause the Certificates representing SBS Common Stock described in clause (ii) above to be promptly returned without charge to the person submitting the Election Form shall become No Election Shares, except upon written request to that effect from the extent a subsequent election is properly made with respect to any or all of Shares prior to person who submitted the Election DeadlineForm. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None . (d) Notwithstanding any other provision contained in this Agreement, 50% (the "Stock Conversion Number") of Parentthe total number of shares of SBS Common Stock outstanding at the Effective Time to be converted into Merger Consideration pursuant to Section 2.1 excluding such shares as may be subject to ----------- an effective Mixed Election (the "Adjustable Conversion Shares"), shall be converted into the CompanyStock Consideration and the remaining Adjustable Conversion Shares shall be converted into the Cash Consideration (in each case, excluding (i) shares of SBS Common Stock to be canceled as provided in Section 2.1(c) and -------------- (ii) Dissenters' Shares); provided, however, that for federal income tax purposes, it is intended that the Merger Sub will qualify as a reorganization under the provisions of Section 368(a) of the Code and, notwithstanding anything to the contrary contained herein, in order that the Merger will not fail to satisfy continuity of interest requirements under applicable federal income tax principles relating to reorganizations under Section 368(a) of the Code, as reasonably determined by counsel to NCF, NCF shall increase the number of Adjustable Conversion Shares that will be converted into the Stock Consideration and reduce the number of Adjustable Conversion Shares that will be converted into the right to receive the Cash Consideration. (e) Within five business days after the later to occur of the Election Deadline or the Effective Time, NCF shall cause the Exchange Agent to effect the allocation (i) In any event, all shares of SBS Common Stock with respect to which a Mixed Election shall have been made shall be under any obligation converted into fifty percent (50%) of the amount of cash set forth in clause (A) of the first sentence of Section 2.1(b) and fifty percent (50%) of the Exchange Ratio; (ii) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to notify any Person receive the Cash Consideration, and each holder of any defect Stock Election Shares will be entitled to receive the Stock Consideration in an respect of that number of Stock Election Form.Shares equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder's Stock Election Shares being converted into the right to receive the Cash Consideration; and (iii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the "Shortfall Number"), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non- Election Shares equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder's Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non- Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder's Cash Election Shares being converted into the right to receive the Cash Consideration. For purposes of this Section 3.2(e), if NCF is obligated to increase the number -------------- of Adjustable Conversion Shares to be converted into shares of NCF Common Stock as a result of the application of the last clause of Section 3.2(d) above, then -------------- the higher number shall be the Stock Conversion Number in the calculations set forth in this Section 3.2(e). --------------

Election and Proration Procedures. (a) Parent shall prepare and file an An election form in such form as Parent shall reasonably specify and substance as shall be reasonably acceptable to Parent and the Company (which form shall include the items described in clause (i) and (ii) of Section 2.3(b)) (the “Election Form”) as an exhibit shall be mailed on a date to be mutually agreed by Parent and the Company that is not more than forty-five (45) days nor less than thirty (30) days prior to the Registration Statement. anticipated Closing Date or on such other date as Parent shall direct and cause the Exchange Agent to mail the Election Form with the Proxy Statement/Prospectus to all persons who are record holders of the Shares as of the record date for the Company Stockholder Meeting shall mutually agree (the “Mailing Date”). Each ) to each holder of record of Company Common Stock as of the close of business on the fifth (5th) business day prior to the Mailing Date (the “Election Form shall permit a record holder of Shares (or the beneficial owner through appropriate and customary documentation and instructions) to specify (x) the number of such holder’s Shares with respect to which such holder makes a Mixed Election (each such share, a “Mixed Election Share”), (y) the number of such holder’s Shares with respect to which such holder makes a Cash Election (each such share, a “Cash Election Share”) and (z) the number of such holder’s Shares with respect to which such holder makes a Stock Election (each such share, a “Stock Election ShareRecord Date”). (b) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Shares Company Common Stock between the record date for the Company Stockholder Meeting Election Form Record Date and the close of business on the Business Day business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (c) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to specify (x) the number of shares of such holder’s Company Common Stock with respect to which such holder makes a Mixed Election (each such share, a “Mixed Election Share”); (y) the number of shares of such holder’s Company Common Stock with respect to which such holder makes a Cash Election (each such share, a “Cash Election Share”); and (z) the number of shares of such holder’s Company Common Stock with respect to which such holder makes a Stock Election (each such share, a “Stock Election Share”). Any Company Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form (including duly executed transmittal materials included with the Election Form) on or before 5:00 p.m., Eastern Time, on the date that is one Business Day immediately preceding twenty-fifth (25th) day following the Company Stockholder Meeting Mailing Date (or such other time and date as Parent and the Company shall agree in writingagree) (the “Election Deadline”) (other than Company Shares to be cancelled in accordance with Section 2.1(c2.1(b) and other than Proposed Dissenting Shares) shall be deemed to be “No Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares. An Election Form shall be effective and properly made and completed if the Exchange Agent shall have actually received at its designated office by Not later than ten (10) business days after the Election Deadline, an Election Form (including duly executed transmittal materials included with unless the Election Form) properly completed and signed and accompanied by (i) Certificates representing First Effective Time has not yet occurred, in which case as soon after the Shares to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election Form. The Election Form shall specify that delivery shall be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon First Effective Time as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter)practicable, Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3Consideration: i. (i) If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) ), and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. (ii. ) If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares Shares, and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (ed) Any election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. Any Election Form may be revoked or changed by the authorized Person properly submitting such Election Form, by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the Shares shares of Company Common Stock represented by such Election Form shall become No Election Shares, except to the extent a subsequent election is properly made with respect to any or all of Shares such shares of Company Common Stock prior to the Election Deadline. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company, Merger Sub Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form.

Election and Proration Procedures. (a) Parent Ameris shall prepare and file cause an election form in such form and substance reasonably acceptable statement permitting each holder of an Exchangeable Share the ability to Parent and the Company (which form shall include the items described in clause (ielect consideration pursuant to Section 2.1(b) and (ii) of subject to Section 2.3(b)2.1(e) (the “Election FormStatement”) as an exhibit to the Registration Statement. Parent shall direct and cause the Exchange Agent to mail the Election Form be mailed with the Proxy Statement/Prospectus to all persons who are record holders Statement on the date of mailing of the Shares Proxy Statement to each holder of record of Prosperity Common Stock as of the record date for the Company Stockholder Prosperity Shareholder Meeting (the “Mailing Record Date”). Each Election Form shall permit a record holder of Shares (or the beneficial owner through appropriate and customary documentation and instructions) to specify (x) the number of such holder’s Shares with respect to which such holder makes a Mixed Election (each such share, a “Mixed Election Share”), (y) the number of such holder’s Shares with respect to which such holder makes a Cash Election (each such share, a “Cash Election Share”) and (z) the number of such holder’s Shares with respect to which such holder makes a Stock Election (each such share, a “Stock Election Share”). (b) Parent Each Election Statement shall permit the holder to specify (i) the number of Exchangeable Shares owned by such holder with respect to which such holder desires to receive the Per Share Stock Consideration (“Stock Election Shares”) and (ii) the number of Exchangeable Shares owned by such holder with respect to which such holder desires to receive the Per Share Cash Consideration (“Cash Election Shares”). If a holder makes no election with respect to any portion of such holder’s Exchangeable Shares, or if there are any Exchangeable Shares with respect to which the Exchange Agent has not otherwise received an effective, properly completed Election Statement on or before 5:00 p.m., Eastern Time, on the date prior to the Determination Date (or such other time and date as Ameris and Prosperity may mutually agree) (the “Election Deadline”), such shares shall be deemed to be “No Election Shares.” (c) Ameris shall make available one or more Election Forms Statements as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Shares Prosperity Common Stock between the record date for the Company Stockholder Meeting Record Date and the close of business on the Business Day immediately prior to the Election Deadline, and the Company Prosperity shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (cd) Any Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form (including duly executed transmittal materials included with the Election Form) on or before 5:00 p.m., Eastern Time, on the date that is one Business Day immediately preceding the Company Stockholder Meeting (or such other time and date as Parent and the Company election shall agree in writing) (the “Election Deadline”) (other than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) shall be deemed to be “No Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares. An Election Form shall be effective and been properly made and completed only if the Exchange Agent shall have actually received at its designated office a properly completed Election Statement by the Election Deadline, an Election Form (including duly executed transmittal materials included with Deadline and such election is not revoked or changed prior to the Election Form) properly completed and signed and accompanied by (i) Certificates representing the Shares to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election FormDeadline. The Election Form shall specify that delivery shall be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form Statement may be revoked or changed by the authorized Person properly submitting such Election Form, by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the Shares represented by such Election Form shall become No Election Shares, except to the extent a subsequent election is properly made with respect to any Statement at or all of Shares prior to the Election Deadline. Subject to the terms of this Agreement and of the Election FormStatement, the Exchange Agent 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 FormsStatements, and any good faith decisions of the Exchange Agent Ameris regarding such matters shall be binding and conclusive. None of Parent, the Company, Merger Sub or Neither Ameris nor the Exchange Agent shall be under any obligation to notify any Person person of any defect in an Election FormStatement. To the extent the holder of Dissenting Shares submits an Election Statement, such holder’s election shall have no effect, the Exchange Agent will disregard such Election Statement and the Dissenting Shares shall be paid or converted in accordance with Section 1.4(d). (e) Within ten (10) Business Days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, Ameris shall cause the Exchange Agent to effect the allocation among the holders of Exchangeable Shares of rights to receive Ameris Common Stock or cash in the Merger in accordance with the Election Statements as follows: (i) If (x) the aggregate number of Cash Election Shares plus Dissenting Shares exceeds (y) fifty percent (50%) of the aggregate number of Exchangeable Shares plus Dissenting Shares (the number of shares in this clause (y), the “Maximum Cash Shares”), then: (A) all Stock Election Shares and No Election Shares shall be converted into the right to receive the Per Share Stock Consideration; (B) all Dissenting Shares shall be deemed, for the purposes of this Section 2.1(e)(i), to be converted into the right to receive the Per Share Cash Consideration; (C) the Exchange Agent shall then select from among the Cash Election Shares, by a pro rata selection process, a sufficient number of shares (“Stock Designated Shares”) such that the aggregate number of Cash Election Shares and Dissenting Shares equals as closely as practicable the Maximum Cash Shares, and all Stock Designated Shares shall be converted into the right to receive the Per Share Stock Consideration; and (D) the Cash Election Shares that are not Stock Designated Shares will be converted into the right to receive the Per Share Cash Consideration. (ii) If the aggregate number of Cash Election Shares and Dissenting Shares is less than or equal to the Maximum Cash Shares, then: (A) the immediately preceding subparagraph (i) shall not apply; (B) all Cash Election Shares shall be converted into the right to receive the Per Share Cash Consideration; and (C) all Stock Election Shares and No Election Shares shall be converted into the right to receive the Per Share Stock Consideration. (f) The pro rata selection process to be used by the Exchange Agent shall consist of such equitable proration processes consistent with the foregoing and as shall be determined in good faith by Ameris and reasonably satisfactory to Prosperity.

Election and Proration Procedures. (a) Parent shall prepare and file an An election form in such form as Buyer and substance reasonably acceptable to Parent and the Company CBG shall agree (which form shall include the items described in clause (i) and (ii) of Section 2.3(b)) (the an “Election Form”) shall be mailed on the Mailing Date (as an exhibit defined below) to each holder of record of CBG Common Stock. Unless another date is agreed to by Buyer and CBG prior to the Registration Statement. Parent Effective Time, the “Mailing Date” shall direct and cause be the Exchange Agent to mail the Election Form with date on which the Proxy Statement/Prospectus is first mailed to all persons who are record holders of the Shares CBG Common Stock. Buyer shall make available Election Forms as may be reasonably requested by all Persons who become holders of CBG Common Stock after the record date for availability to vote at the Company Stockholder CBG Shareholders’ Meeting and prior to the Election Deadline (as defined herein), and CBG shall provide to Computershare Limited or such other exchange agent selected by Buyer and reasonably acceptable to CBG (the “Mailing DateExchange Agent”). Each ) all information reasonably necessary for it to perform its obligations as specified herein. (b) Subject to the provisions of this Article 3, each Election Form shall permit a record entitle the holder of Shares CBG Common Stock (or the beneficial owner through appropriate and customary documentation and instructions) to specify elect to receive (xi) the number Stock Consideration for all of such holder’s Shares with respect to which such holder makes a Mixed Election shares (each such share, a “Mixed Election ShareStock Election”), (yii) the number Cash Consideration for all of such holder’s Shares with respect to which such holder makes a Cash Election shares (each such share, a “Cash Election ShareElection”) and ), (ziii) the number Mixed Consideration for all of such holder’s Shares with respect shares (a “Mixed Election”), or (iv) make no election (a “Non-Election”). Holders of record of CBG Common Stock who hold such shares as nominees, trustees or in other representative capacity (a “Holder Representative”) may submit multiple Election Forms, provided, that such Holder Representative certifies that each such Election Form covers all of the shares of CBG Common Stock held by that Holder Representative for a particular beneficial owner. The shares of CBG Common Stock as to which such holder makes a Stock Election has been made (each such share, including pursuant to a Mixed Election) are referred to herein as “Stock Election ShareShares,” and the aggregate number thereof is referred to herein as the “Stock Election Number.” The shares of CBG Common Stock as to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as “Cash Election Shares” and the aggregate number thereof is referred to as the “Cash Election Number”). (b) Parent shall make available one or more Election Forms . Shares of CBG Common Stock as may reasonably be requested from time to time by all Persons who become holders which no election has been made (or beneficial ownersas to which an Election Form is not properly completed or returned in a timely fashion) of Shares between the record date for the Company Stockholder Meeting and the close of business on the Business Day prior are referred to the as “Non-Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified hereinShares.” (c) Any Shares with respect to which the Exchange Agent has not received an To be effective, a properly completed Election Form (including duly executed transmittal materials included with must be received by the Election Form) Exchange Agent on or before 5:00 4:00 p.m., Eastern Timelocal time, on the date that is one Business Day immediately preceding the Company Stockholder Meeting (or such other time and date as Parent and the Company shall Parties may mutually agree in writing) (the “Election Deadline”) (other ), which shall in no event be later than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) shall be deemed to be “No Election Shares,” and three calendar days following the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election SharesEffective Time. An Election Form election shall be effective and have been properly made and completed only if the Exchange Agent shall have actually received at its designated office a properly completed Election Form by the Election Deadline, an . An Election Form (including duly executed transmittal materials included with the shall be deemed properly completed only if accompanied by one or more Certificates representing all shares of CBG Common Stock covered by such Election Form) properly completed and signed and accompanied by (i) Certificates representing , or the Shares to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of guaranteed delivery of such Certificates as set forth in (or customary affidavits and, if required by Buyer, indemnification regarding the loss, mutilation, theft or destruction of such Certificates), together with duly completed transmittal materials. For the holders of Non-Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, subject to Section 3.2(e), Buyer shall have the documents required by authority to determine the procedures set forth in type of consideration constituting the Per Share Purchase Price to be exchanged for the Non-Election FormShares. The Election Form shall specify that delivery shall be madeAny CBG shareholder may at any time prior to, and risk of loss and title to any Certificates or Book-Entry Sharesbut not after, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter)change his, Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked her or changed by the authorized Person properly submitting such Election Form, its election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Election Form. Any CBG shareholder may, at any time prior to the Election Deadline, revoke his, her or its election by written notice received by the Exchange Agent prior to the Election Deadline or by withdrawal prior to the Election Deadline of his, her or its Certificates, or of the guarantee of delivery of such Certificates. In All elections shall be revoked automatically if the event Exchange Agent is notified in writing by either Party that this Agreement has been terminated prior to the Effective Time pursuant to the applicable Section of Article 9 of this Agreement. If an CBG shareholder either (i) does not submit a properly completed Election Form by the Election Deadline or (ii) revokes an Election Form is revoked prior to the Election Deadline but does not submit a new properly executed Election Form prior to the Election Deadline, the Shares represented shares of CBG Common Stock held by such Election Form shareholder shall become No be designated as Non-Election Shares, except to the extent a subsequent election is properly made with respect to any or all of Shares prior to the Election Deadline. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 any Election FormsForm, and any good good-faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None . (d) The number of Parentshares of CBG Common Stock to be converted into the right to receive the Cash Consideration shall be equal to 70% of the number of shares of CBG Common Stock outstanding immediately prior to the Effective Time (the “Aggregate Cash Limit”), and the Companynumber of shares of CBG Common Stock to be converted into the right to receive the Stock Consideration shall be equal to 30% of the number of shares of CBG Common Stock outstanding immediately prior to the Effective Time (the “Aggregate Stock Limit”). (e) Within five business days after the later to occur of the Election Deadline or the Effective Time, Merger Sub or Buyer shall cause the Exchange Agent to effect the allocation among holders of CBG Common Stock of the Merger Consideration and to distribute such as follows: (i) if the Stock Election Number exceeds the Aggregate Stock Limit, then all Cash Election Shares and all Non-Election Shares shall be under any obligation converted into the right to notify any Person receive the Cash Consideration, and each Stock Election Share shall be converted into the right to receive (A) the Stock Consideration in respect of any defect that number of Stock Election Shares equal to the product obtained by multiplying (1) the number of Stock Election Shares held by such holder by (2) a fraction, the numerator of which is the Aggregate Stock Limit and the denominator of which is the Stock Election Number, and (B) the Cash Consideration for those Stock Election Shares which were not converted into the right to receive Stock Consideration as a result of the Stock Election Number exceeding the Aggregate Stock Limit; (ii) if the Cash Election Number exceeds the Aggregate Cash Limit, then all Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and each Cash Election Share shall be converted into the right to receive (A) the Cash Consideration in an respect of that number of Cash Election FormShares equal to the product obtained by multiplying (1) the number of Cash Election Shares held by such holder by (2) a fraction, the numerator of which is the Aggregate Cash Limit and the denominator of which is the Cash Election Number, and (B) the Stock Consideration for those Cash Election Shares which were not converted into the right to receive Cash Consideration as a result of the Cash Election Number exceeding the Aggregate Cash Limit; and (iii) if the Stock Election Number and the Cash Election Number do not exceed the Aggregate Stock Limit and the Aggregate Cash Limit, respectively, then (A) all Cash Election Shares shall be converted into the right to receive the Cash Consideration, (B) all Stock Election Shares shall be converted into the right to receive the Stock Consideration, and (C) all Non-Election Shares shall be converted into the right to receive the Cash Consideration and/or the Stock Consideration such that the aggregate number of shares of CBG Common Stock entitled to receive the Cash Consideration is equal to the Aggregate Cash Limit and the aggregate number of shares of CBG Common Stock entitled to receive the Stock Consideration is equal to the Aggregate Stock Limit.

Election and Proration Procedures. (a) Parent shall prepare and file an An election form (an "ELECTION FORM") and other appropriate and customary transmittal materials, which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing Target Common Stock ("CERTIFICATES") shall pass, only upon proper delivery of such Certificates to a bank or trust company designated by Acquiror and reasonably satisfactory to Target (the "EXCHANGE AGENT") in such form as Target and substance reasonably acceptable Acquiror shall mutually agree shall be mailed on the Mailing Date (as defined below) to Parent and the Company (which form shall include the items described in clause (i) and (ii) each holder of Section 2.3(b)) (the “Election Form”) as an exhibit to the Registration Statement. Parent shall direct and cause the Exchange Agent to mail the Election Form with the Proxy Statement/Prospectus to all persons who are record holders of the Shares shares of Target Common Stock as of a record date which shall be the same date as the record date for eligibility to vote on the Company Stockholder Meeting Merger. The "MAILING DATE" shall be the date on which proxy materials relating to the Merger are mailed to holders of shares of Target Common Stock. (the “Mailing Date”). b) Each Election Form shall permit a record entitle the holder of Shares shares of Target Common Stock (or the beneficial owner through appropriate and customary documentation and instructions) to specify (xi) elect to receive the number Cash Consideration for all of such holder’s 's shares (a "CASH ELECTION"), (ii) elect to receive the Stock Consideration for all of such holder's shares (a "STOCK ELECTION"), (iii) elect to receive the Cash Consideration with respect to some of such holder's shares and the Stock Consideration with respect to such holder's remaining shares (a "MIXED ELECTION"), or (iv) make no election or to indicate that such holder has no preference as to the receipt of the Cash Consideration or the Stock Consideration (a "NON-ELECTION"). Holders of record of shares of Target Common Stock who hold such shares as nominees, trustees or in other representative capacities (a "REPRESENTATIVE") may submit multiple Election Forms, provided that such Representative certifies that each such Election Form covers all the shares of Target Common Stock held by that Representative for a particular beneficial owner. Shares of Target Common Stock as to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as "CASH ELECTION SHARES." Shares of Target Common Stock as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as "STOCK ELECTION SHARES." Shares of Target Common Stock as to which no election has been made are referred to as "NON-ELECTION SHARES." The aggregate number of shares of Target Common Stock with respect to which such holder makes a Mixed Election (each such share, a “Mixed Election Share”), (y) the number of such holder’s Shares with respect to which such holder makes a Cash Election (each such share, a “Cash Election Share”) and (z) the number of such holder’s Shares with respect to which such holder makes a Stock Election has been made is referred to herein as the "STOCK ELECTION NUMBER." (each such sharec) To be effective, a “Stock properly completed Election Share”). (b) Parent Form shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Shares between the record date for the Company Stockholder Meeting and the close of business on the Business Day prior to the Election Deadline, and the Company shall provide submitted to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (c) Any Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form (including duly executed transmittal materials included with the Election Form) on or before 5:00 p.m., Eastern TimeNew York City time, on the date that is one Business Day second business day immediately preceding the Company Target's Stockholder Meeting (or such other time and date as Parent Target and the Company shall agree in writingAcquiror may mutually agree) (the “Election Deadline”) (other than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) shall be deemed to be “No Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares"ELECTION DEADLINE"). An Election Form election shall be effective and have been properly made and completed only if the Exchange Agent shall have actually received at its designated office a properly completed Election Form by the Election Deadline, an . An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (including or customary affidavits and, if required by Acquiror pursuant to SECTION 1.4(I), indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Target Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form) properly completed and signed and accompanied by (i) Certificates representing the Shares . Any Target stockholder may at any time prior to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election Form. The Election Form shall specify that delivery shall be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked change his or changed by the authorized Person properly submitting such Election Form, her election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Election Form. Any Target stockholder may, at 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 or by withdrawal prior to the Election Deadline of his or her Certificates, or of the guarantee of delivery of such Certificates, previously deposited with the Exchange Agent. In All elections shall be revoked automatically if the event an Exchange Agent is notified in writing by Acquiror and Target that this Agreement has been terminated. If a stockholder either (i) does not submit a properly completed Election Form is revoked by the Election Deadline, or (ii) revokes its Election Form prior to the Election Deadline and does not submit a new properly executed Election Form prior to the Election Deadline, the Shares represented shares of Target Common Stock held by such stockholder shall be designated Non- Election Shares. Acquiror shall cause the Certificates representing Target Common Stock described in (ii) to be promptly returned without charge to the person submitting the Election Form shall become No Election Shares, except upon written request to that effect from the extent a subsequent election is properly made with respect to any or all of Shares prior to person who submitted the Election DeadlineForm. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None . (d) Notwithstanding any other provision contained in this Agreement, 45% of Parentthe total number of shares of Target Common Stock outstanding at the Effective Time (the "STOCK CONVERSION NUMBER") shall be converted into the Stock Consideration and the remaining outstanding shares of Target Common Stock shall be converted into the Cash Consideration (in each case, excluding (i) shares of Target Common Stock to be canceled as provided in SECTION 1.2(D) and (ii) Dissenters' Shares (the shares remaining outstanding after such exclusion constituting, for purposes of this Agreement, the Company"OUTSTANDING TARGET SHARES")); PROVIDED, HOWEVER, that for federal income tax purposes, it is intended that the Merger Sub will qualify as a reorganization under the provisions of Section 368(a) of the IRC and, notwithstanding anything to the contrary contained herein, in order that the Merger will not fail to satisfy continuity of interest requirements under applicable federal income tax principles relating to reorganizations under Section 368(a) of the IRC, Acquiror shall increase the number of shares of Target Common Stock that will be converted into the Stock Consideration and reduce the number of shares of Target Common Stock that will be converted into the right to receive the Cash Consideration to ensure that the Stock Consideration will represent 40% of the value of the aggregate Merger Consideration, increased by the value of any Excluded Shares, each as measured as of the Effective Time. (e) Within three business days after the later to occur of the Election Deadline or the Effective Time, Acquiror shall cause the Exchange Agent to effect the allocation among holders of Target Common Stock of rights to receive the Cash Consideration and the Stock Consideration as follows: (i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be under any obligation converted into the right to notify any Person receive the Cash Consideration, and each holder of any defect Stock Election Shares will be entitled to receive the Stock Consideration in an respect of that number of Stock Election FormShares equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder's Stock Election Shares being converted into the right to receive the Cash Consideration; (ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the "SHORTFALL NUMBER"), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder's Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder's Cash Election Shares being converted into the right to receive the Cash Consideration. For purposes of this SECTION 1.3(E), if Acquiror is obligated to increase the number of Outstanding Target Shares to be converted into shares of Acquiror Common Stock as a result of the application of the last clause of SECTION 1.3(D) above, then the higher number shall be substituted for the Stock Conversion Number in the calculations set forth in this SECTION 1.3(E).

Election and Proration Procedures. (a) Parent shall prepare and file an An election form and other appropriate and customary transmittal materials, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates theretofore representing shares of IRGB Common Stock shall pass, only upon proper delivery of such Certificates to the Registrar and Transfer Company (the “Exchange Agent”) in such form and substance reasonably acceptable to Parent and the Company as FNB shall determine (which form shall include the items described in clause (i) and (ii) of Section 2.3(b)) (the “Election Form”) as an exhibit shall be mailed by or on behalf of FNB no less than 40 days prior to the Registration Statement. Parent shall direct and cause the Exchange Agent to mail the Election Form with the Proxy Statement/Prospectus to all persons who are record holders anticipated Effective Time of the Shares Merger, as of the record date for the Company Stockholder Meeting jointly determined by FNB and IRGB (the “Mailing Date”) to each holder of record of IRGB Common Stock as of the close of business on the fifth business day prior to the mailing date (the “Election Form Record Date”). Each Election Form shall permit a record holder of Shares (or the beneficial owner through appropriate and customary documentation and instructions) to specify (x) the number of such holder’s Shares with respect to which such holder makes a Mixed Election (each such share, a “Mixed Election Share”), (y) the number of such holder’s Shares with respect to which such holder makes a Cash Election (each such share, a “Cash Election Share”) and (z) the number of such holder’s Shares with respect to which such holder makes a Stock Election (each such share, a “Stock Election Share”). (b) Parent FNB shall make available one or more Election Forms as may be reasonably be requested from time to time by all Persons persons who become holders (or beneficial owners) (the term “beneficial owner” and “beneficial ownership” for purposes of Shares between this Agreement shall have the record date for meaning set forth in Rule 13d-3 under the Company Stockholder Meeting Securities Exchange Act of 1934 (the “Exchange Act”) of IRGB Common Stock after the Election Form Record Date and the close of business on the Business Day prior to the Election Deadline, and the Company IRGB shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. . Each Election Form shall permit the holder or the beneficial owner through appropriate and customary documentation and instructions to elect (can “Election”) to receive (i) FNB Common Stock (a “Stock Election”) with respect to all of such holder’s IRGB Common Stock, or (ii) cash (a “Cash Election”) with respect to all of such holder’s IRGB Common Stock, or (iii) FNB Common Stock for a specified number of shares of IRGB Common Stock (a “Combination Stock Election”) and cash for the remaining number of shares of IRGB Common Stock held by such holder (a “Combination Cash Election”). Any IRGB Common Stock other than Dissenting Shares and Treasury Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form (including duly executed transmittal materials included with prior to the Election Form) on or before 5:00 p.m., Eastern Time, on the date that is one Business Day immediately preceding the Company Stockholder Meeting (or such other time and date as Parent and the Company shall agree in writing) (the “Election Deadline”) (other than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) Deadline shall be deemed to be “No Undesignated Shares” hereunder. (b) Any Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares. An Election Form shall be effective and been properly made and completed effective only if the Exchange Agent shall have actually received at its designated office a properly completed Election Form that has not been revoked by 5:00 p.m., prevailing time, by the 30th day following the Mailing Date or such other time and date as FNB shall determine (the “Election Deadline, ”). An Election Form shall be deemed properly completed only if an Election is indicated for each share of IRGB Common Stock covered by such Election Form (including and if accompanied by one or more Certificates, or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates, representing all shares of IRGB Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form) properly completed and signed and accompanied by (i) Certificates representing the Shares to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election Form. The Election Form shall specify that delivery shall be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked or changed by the authorized Person properly person submitting such Election Form, by written notice received by the Exchange Agent Form at or prior to the Election Deadline, provided that the Exchange Agent shall have actually received prior to the Election Deadline a written notice revoking such Election Form and specifying the shares of IRGB Common Stock covered by such revoked Election Form. In the event an Election Form is revoked prior to the Election Deadline, the Shares shares of IRGB Common Stock represented by such Election Form shall automatically become No Undesignated Shares unless and until a new Election Shares, except to the extent a subsequent election is properly made with respect to any such shares on or all of Shares prior to before the Election Deadline, and FNB shall cause the Certificates representing such shares of IRGB Common Stock to be promptly returned without charge to the person submitting the revoked Election Form upon written request to that effect from the holder who submitted such Election Form. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, Election or revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of IRGB and FNB required by the Exchange Agent regarding and made in good faith in determining such matters shall be binding and conclusive. None of Parent, the Company, Merger Sub or FNB shall use reasonable efforts to cause the Exchange Agent shall be under any obligation to notify any Person person of any defect in an Election Form. (c) As promptly as practicable but not later than the fifth business day prior to the Effective Time of the Merger, FNB shall inform IRGB of the allocation and shall cause the Exchange Agent to effect the allocation among the holders of IRGB Common Stock of rights to receive FNB Common Stock or cash in the Merger in accordance with the Election Forms as follows: (i) if the aggregate number of shares of IRGB Common Stock as to which Stock Elections and Combination Stock Elections shall have effectively been made times the Exchange Ratio is approximately equal to the Stock Amount (as defined in Section 2.1(c)(v) below), then: (A) Each holder of IRGB Common Stock who made an effective Stock Election or Combination Stock Election shall receive the number of shares of FNB Common Stock that is equal to the product of the Exchange Ratio multiplied by the number of shares of IRGB Common Stock covered by such Stock Election or Combination Stock Election; and (B) Each holder of IRGB Common Stock who made an effective Cash Election or Combination Cash Election, and each holder of Undesignated Shares shall receive the Price Per Share in cash for each such share of IRGB Common Stock or Undesignated Share. (ii) if the aggregate number of shares of IRGB Common Stock as to which Stock Elections and Combination Stock Elections shall have effectively been made times the Exchange Ratio exceeds, and is not approximately equal to, the Stock Amount, then FNB shall have the option to issue FNB Common Stock in accordance with such elections. If FNB chooses not to exercise such option, then: (A) Each holder of IRGB Common Stock who made an effective Cash Election or Combination Cash Election shall receive the Price Per Share in cash for each such share of IRGB Common Stock; (B) Each holder of Undesignated Shares shall be deemed to have made Cash Elections and shall receive the Price Per Share in cash for each such Undesignated Share; and (C) A stock proration factor (the “Stock Proration Factor”) shall be determined by dividing (1) the Stock Amount by (2) the product of the Exchange Ratio and the number of shares of IRGB Common Stock with respect to which effective Stock Elections and Combination Stock Elections were made. Each holder of IRGB Common Stock who made an effective Stock Election or Combination Stock Election shall be entitled to: (1) the number of shares of FNB Common Stock equal to the product of (x) the Exchange Ratio, multiplied by (y) the number of shares of IRGB Common Stock covered by such Stock Election or Combination Stock Election, multiplied by (z) the Stock Proration Factor, and (2) cash in an amount equal to the product of (x) the Price Per Share, multiplied by (y) the number of shares of IRGB Common Stock covered by such Stock Election or Combination Stock Election, multiplied by (z) one minus the Stock Proration Factor. (iii) if the aggregate number of shares of IRGB Common Stock as to which Stock Elections and Combination Stock Elections shall have effectively been made times the Exchange Ratio is less than, and is not approximately equal to, the Stock Amount, then: (A) Each holder of IRGB Common Stock who made an effective Stock Election or Combination Stock Election shall receive the number of shares of FNB Common Stock equal to the product of the Exchange Ratio multiplied by the number of shares of IRGB Common Stock covered by such Stock Election or Combination Stock Election; (B) The Exchange Agent shall select, by pro rata allocation according to the number of IRGB shares held, among those holders of Undesignated Shares, such number of shares of FNB Common Stock as shall be necessary so that the shares of FNB Common Stock to be received by those holders, when combined with the number of shares for which a Stock Election or Combination Stock Election has been made, multiplied by the Exchange Ratio shall be approximately equal to the Stock Amount. If all of said Undesignated Shares plus all shares as to which Stock Elections and Combination Stock Elections have been made together multiplied by the Exchange Ratio are less than, and not approximately equal to, the Stock Amount, then: (C) A cash proration factor (the “Cash Proration Factor”) shall be determined by dividing (1) the amount which is the difference between (x) the number obtained by dividing the Stock Amount by the Exchange Ratio and (y) the sum of the number of shares of IRGB Common Stock with respect to which effective Stock Elections and Combination Stock Elections were made and the number of Undesignated Shares selected pursuant to subparagraph (iii)(B) above by (2) the number of shares of IRGB Common Stock with respect to which effective Cash Elections and Combination Cash Elections were made. Each holder of IRGB Common Stock who made an effective Cash Election or Combination Cash Election shall be entitled to: (1) cash equal to the product of (x) the Price Per Share, multiplied by (y) the number of shares of IRGB Common Stock covered by such Cash Election or Combination Cash Election, multiplied by (z) one minus the Cash Proration Factor, and (2) the number of shares of FNB Common Stock equal to the product of (x) the Exchange Ratio, multiplied by (y) the number of shares of IRGB Common Stock covered by such Cash Election or Combination Cash Election, multiplied by (z) the Cash Proration Factor. (iv) The prorata allocation process to be used by the Exchange Agent shall consist of such procedures as FNB shall determine.

Election and Proration Procedures. (a) Parent shall prepare and file an An election form in such form and substance reasonably acceptable to Parent and the Company (which form shall include the items described in clause (i) and (ii) letter of Section 2.3(b)) transmittal (the “"Election Form”") as an exhibit shall be mailed to each record holder of Peoples Common Stock along with the Registration Statementproxy materials for the special shareholders' meeting at which the Merger will be submitted to a vote of Peoples shareholders. Parent shall direct and cause the Exchange Agent The shareholders of Peoples entitled to mail receive the Election Form with the Proxy Statement/Prospectus to all persons who are shall be those shareholders of record holders of the Shares as of the record date fixed for the Company Stockholder Meeting special shareholders' meeting at which the Merger will be submitted to a vote of Peoples shareholders (the “Mailing "Special Record Date”"). Each Election Form Peoples and MainSource shall permit also establish a record holder of Shares (or the beneficial owner through appropriate and customary documentation and instructions) to specify (x) the number deadline for receipt of such holder’s Shares with respect to which such holder makes a Mixed Election Forms (each such share, a “Mixed the "Election Share”Deadline"), (y) the number of such holder’s Shares with respect to which such holder makes a Cash Election (each such share, a “Cash Election Share”) and (z) the number of such holder’s Shares with respect to which such holder makes a Stock Election (each such share, a “Stock Election Share”). (b) Parent deadline shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Shares between the record date for the Company Stockholder Meeting and the close of business on the Business Day prior date of the special meeting at which the Merger will be submitted to the a vote of Peoples shareholders. The Election Deadline, and the Company Forms Peoples shall provide to the Exchange Agent MainSource all information reasonably necessary for it to perform its obligations as specified herein. (cb) Any Shares Each Election Form shall entitle the holder of shares of Peoples Common Stock to: (i) elect to receive the Cash Consideration for all of such holder's shares (a "Cash Election"); (ii) elect to receive the Stock Consideration for all of such holder's shares (a "Stock Election"); (iii) elect to receive the Cash Consideration with respect to which the Exchange Agent has not received an effective, properly completed Election Form (including duly executed transmittal materials included with the Election Form) on or before 5:00 p.m., Eastern Time, on the date that is one Business Day immediately preceding the Company Stockholder Meeting (or some of such other time and date as Parent holder's shares and the Company shall agree in writing) (the “Election Deadline”) (other than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) shall be deemed to be “No Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election Stock Consideration with respect to such No Election Shares. An Election Form shall be effective and properly made and completed if the Exchange Agent shall have actually received at its designated office by the Election Deadline, an Election Form holder's remaining shares (including duly executed transmittal materials included with the Election Form) properly completed and signed and accompanied by (i) Certificates representing the Shares to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act"Mixed Election"); provided, or (iv) make no election or to indicate that such Certificates are in fact delivered holder has no preference as to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election Form. The Election Form shall specify that delivery shall be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product receipt of the Cash Election Consideration, multiplied by Consideration or the Stock Consideration (a fraction, the numerator "Non-Election"). Shares of Peoples Common Stock as to which shall be the Available a Cash Election Amount and the denominator of which shall be the has been made (including pursuant to a Mixed Election) are referred to herein as "Cash Election Amount (such fraction, the “Cash Fraction”) and (B) Shares." Shares of Peoples Common Stock as to which a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by has been made (including pursuant to a fraction equal Mixed Election) are referred to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each herein as "Stock Election Share shall, instead Shares." Shares of being converted into the right Peoples Common Stock as to receive the Stock which no election has been made are referred to herein as "Non-Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the Shares." The aggregate number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Non-Election Shares equal are referred to herein as the product of the "Stock Election Consideration multiplied by a fraction, the numerator of which Number." (c) An election shall be duly made by completing the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked or changed by the authorized Person properly submitting such Election Form, by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the Shares represented by such Election Form shall become No Election Shares, except to the extent a subsequent election is properly made with respect to any or all of Shares prior to the Election Deadline. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 decisions of other required documents in accordance with the Exchange Agent regarding such matters shall be binding instructions set forth therein and conclusive. None of Parentdelivering them to MainSource before 5:00 p.m., the Company, Merger Sub or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form.E.S.T.

Election and Proration Procedures. (a) Parent shall prepare and file an An election form in such form as FFFB and substance reasonably acceptable CLAS shall mutually agree (an "ELECTION Form") shall be mailed on the Mailing Date (as defined below) to Parent and the Company (which form shall include the items described in clause (i) and (ii) each holder of Section 2.3(b)) (the “Election Form”) as an exhibit to the Registration Statement. Parent shall direct and cause the Exchange Agent to mail the Election Form with the Proxy Statement/Prospectus to all persons who are record holders of the Shares shares of FFFB Common Stock as of a record date which shall be the same date as the record date for eligibility to vote on the Company Stockholder Meeting Merger. The "MAILING DATE" shall be the date on which proxy materials relating to the Merger are mailed to holders of shares of FFFB Common Stock. CLAS shall make available Election Forms as may be reasonably requested by all persons who become holders of FFFB Common Stock after the record date for eligibility to vote on the Merger and prior to the Election Deadline (as defined herein), and FFFB shall provide to the “Mailing Date”). Exchange Agent (as defined herein) all information reasonably necessary for it to perform its obligations as specified herein. (b) Each Election Form shall permit a record entitle the holder of Shares shares of FFFB Common Stock (or the beneficial owner through appropriate and customary documentation and instructions) to specify (xi) elect to receive the number Cash Consideration for all of such holder’s 's shares (a "CASH ELECTION"), (ii) elect to receive the Stock Consideration for all of such holder's shares (a "STOCK ELECTION"), (iii) elect to receive the Cash Consideration with respect to some of such holder's shares and the Stock Consideration with respect to such holder's remaining shares (a "MIXED ELECTION") or (iv) make no election or to indicate that such holder has no preference as to the receipt of the Cash Consideration or the Stock Consideration (a "NON-ELECTION"). Holders of record of shares of FFFB Common Stock who hold such shares as nominees, trustees or in other representative capacities (a "REPRESENTATIVE") may submit multiple Election Forms, provided that such Representative certifies that each such Election Form covers all the shares of FFFB Common Stock held by that Representative for a particular beneficial owner. Shares of FFFB Common Stock as to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as "CASH ELECTION SHARES." Shares of FFFB Common Stock as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as "STOCK ELECTION SHARES." Shares of FFFB Common Stock as to which no election has been made are referred to as "NON-ELECTION SHARES." The aggregate number of shares of FFFB Common Stock with respect to which such holder makes a Mixed Election (each such share, a “Mixed Election Share”), (y) the number of such holder’s Shares with respect to which such holder makes a Cash Election (each such share, a “Cash Election Share”) and (z) the number of such holder’s Shares with respect to which such holder makes a Stock Election (each such share, a “Stock Election Share”)has been made is referred to herein as the "STOCK ELECTION NUMBER. (b) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Shares between the record date for the Company Stockholder Meeting and the close of business on the Business Day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein." (c) Any Shares with respect to which the Exchange Agent has not received an To be effective, a properly completed Election Form must be received by CLAS's transfer agent (including duly executed transmittal materials included with the Election Form"EXCHANGE AGENT") on or before 5:00 p.m., Eastern Time, p.m. on the date that is one Business Day third business day immediately preceding the Company FFFB's Stockholder Meeting (or on such other time and date as Parent FFFB and the Company shall agree in writingCLAS may mutually agree) (the “Election Deadline”) (other than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) shall be deemed to be “No Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares"ELECTION DEADLINE"). An Election Form election shall be effective and have been properly made and completed only if the Exchange Agent shall have actually received at its designated office by the Election Deadline, an a properly completed Election Form (including duly executed transmittal materials included with the Election Form) properly completed and signed and accompanied by (i) Certificates representing the Shares to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election Form. The Election Form shall specify that delivery shall be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked or changed by the authorized Person properly submitting such Election Form, by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the Shares represented by such Election Form shall become No Election Shares, except to the extent a subsequent election is properly made with respect to any or all of Shares prior to the Election Deadline. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company, Merger Sub or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form.the

Election and Proration Procedures. (a) Parent shall prepare and file an An election form in such form as Patapsco and substance reasonably acceptable to Parent and the Company Newco shall mutually agree (which form shall include the items described in clause (i) and (ii) of Section 2.3(b)) (the “an "Election Form”") shall be mailed on the Mailing Date (as an exhibit defined below) to the Registration Statement. Parent shall direct and cause the Exchange Agent to mail the Election Form with the Proxy Statement/Prospectus to all persons who are each holder of record holders of the Shares shares of Patapsco Common Stock as of a record date which shall be the same date as the record date for eligibility to vote on the Company Stockholder Meeting (the “Merger. The "Mailing Date”" shall be the date on which proxy materials relating to the Merger are mailed to holders of shares of Patapsco Common Stock. Newco shall make available Election Forms as may be reasonably requested by all persons who become holders of Patapsco Common Stock after the record date for eligibility to vote on the Merger and prior to the Election Deadline (as defined herein). , and Patapsco shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. (b) Each Election Form shall permit a record entitle the holder of Shares shares of Patapsco Common Stock (or the beneficial owner through appropriate and customary documentation and instructions) to specify (xi) elect to receive the number Cash Consideration for all of such holder’s 's shares (a "Cash Election"), (ii) elect to receive the Stock Consideration for all of such holder's shares (a "Stock Election"), (iii) elect to receive the Cash Consideration with respect to some of such holder's shares and the Stock Consideration with respect to such holder's remaining shares (a "Mixed Election") or (iv) make no election or to indicate that such holder has no preference as to the receipt of the Cash Consideration or the Stock Consideration (a "Non-Election"). Holders of record of shares of Patapsco Common Stock who hold such shares as nominees, trustees or in other representative capacities (a "Representative") may submit multiple Election Forms, provided that such Representative certifies that each such Election Form covers all the shares of Patapsco Common Stock held by that Representative for a particular beneficial owner. Shares of Patapsco Common Stock as to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as "Cash Election Shares." Shares of Patapsco Common Stock as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as "Stock Election Shares." Shares of Patapsco Common Stock as to which no election has been made are referred to as "Non-Election Shares." The aggregate number of shares of Patapsco Common Stock with respect to which such holder makes a Mixed Election (each such share, a “Mixed Election Share”), (y) the number of such holder’s Shares with respect to which such holder makes a Cash Election (each such share, a “Cash Election Share”) and (z) the number of such holder’s Shares with respect to which such holder makes a Stock Election (each such share, a “has been made is referred to herein as the "Stock Election Share”)Number. (b) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Shares between the record date for the Company Stockholder Meeting and the close of business on the Business Day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein." (c) Any Shares with respect to which the Exchange Agent has not received an To be effective, a properly completed Election Form must be received by the transfer agent for Newco Common Stock (including the "Exchange Agent") on or before 5:00 p.m., New York City time, on the Election Deadline. As used herein, "Election Deadline" means the date, as reasonably determined by Newco, that is as close as possible to the fifth business day prior to the date on which the Effective Time is expected to occur. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates theretofore representing Patapsco Common Stock ("Certificate(s)") (or customary affidavits and, if required by Newco pursuant to Section 2.7(i), indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Patapsco Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form) on or before 5:00 p.m., Eastern Time, on the date that is one Business Day immediately preceding the Company Stockholder Meeting (or such other . Any Patapsco stockholder may at any time and date as Parent and the Company shall agree in writing) (the “Election Deadline”) (other than Shares prior to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) shall be deemed to be “No Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares. An Election Form shall be effective and properly made and completed if the Exchange Agent shall have actually received at its designated office by the Election Deadline, an Election Form (including duly executed transmittal materials included with the Election Form) properly completed and signed and accompanied by (i) Certificates representing the Shares to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election Form. The Election Form shall specify that delivery shall be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked change his or changed by the authorized Person properly submitting such Election Form, her election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Election Form. Any Patapsco stockholder may, at 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 or by withdrawal prior to the Election Deadline of his or her Certificates, or of the guarantee of delivery of such Certificates, previously deposited with the Exchange Agent. In All elections shall be revoked automatically if the event an Exchange Agent is notified in writing by Newco and Patapsco that this Agreement has been terminated. If a stockholder either (i) does not submit a properly completed Election Form is revoked by the Election Deadline or (ii) revokes its Election Form prior to the Election Deadline and does not submit a new properly executed Election Form prior to the Election Deadline, the Shares represented shares of Patapsco Common Stock held by such stockholder shall be designated Non-Election Shares. Newco shall cause the Certificates representing Patapsco Common Stock described in clause (ii) to be promptly returned without charge to the person submitting the Election Form shall become No Election Shares, except upon written request to that effect from the extent a subsequent election is properly made with respect to any or all of Shares prior to person who submitted the Election DeadlineForm. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company, Merger Sub or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form.

Election and Proration Procedures. (a) Parent shall prepare and file an An election form in such form as SFC and substance reasonably acceptable to Parent and the Company HRB shall mutually agree (which form shall include the items described in clause (i) and (ii) of Section 2.3(b)) (the an “Election Form”) shall be mailed on the Mailing Date (as an exhibit defined below) to the Registration Statement. Parent shall direct and cause the Exchange Agent to mail the Election Form with the Proxy Statement/Prospectus to all persons who are each holder of record holders of the SFC Shares as of a record date that shall be the same date as the record date for eligibility to vote on the Company Stockholder Meeting (the Merger. The “Mailing Date”” shall be the date on which proxy materials relating to the Merger are mailed to holders of SFC Shares. HRB shall make available Election Forms as may be reasonably requested by all persons who become holders of SFC Shares after the record date for eligibility to vote on the Merger and prior to the Election Deadline (as defined herein). , and SFC shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. (b) Each Election Form shall permit a record entitle the holder of SFC Shares (or the beneficial owner through appropriate and customary documentation and instructions) to specify (xi) elect to receive the number Per Share Stock Consideration for all of such holder’s shares (a “Stock Election”), (ii) elect to receive the Per Share Cash Consideration for all of such holder’s shares (a “Cash Election”), (iii) elect to receive the Per Share Stock Consideration with respect to some of such holder’s shares and the Per Share Cash Consideration with respect to such holder’s remaining shares (a “Mixed Election”) or (iv) make no election or indicate that such holder has no preference as to the receipt of the Per Share Cash Consideration or the Per Share Stock Consideration (a “Non-Election”). Holders of record of SFC Shares who hold such shares as nominees, trustees or in other representative capacities (a “Representative”) may submit multiple Election Forms, provided that such Representative certifies that each such Election Form covers all the SFC Shares held by that Representative for a particular beneficial owner. SFC Shares as to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as “Cash Election Shares.” SFC Shares as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” SFC Shares as to which no election has been made are referred to as “Non-Election Shares.” The aggregate number of SFC Shares with respect to which such holder makes a Mixed Election (each such share, a “Mixed Election Share”), (y) the number of such holder’s Shares with respect to which such holder makes a Cash Election (each such share, a “Cash Election Share”) and (z) the number of such holder’s Shares with respect to which such holder makes a Stock Election (each such share, a has been made is referred to herein as the “Stock Election ShareNumber.”). (b) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Shares between the record date for the Company Stockholder Meeting and the close of business on the Business Day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (c) Any Shares with respect to which the Exchange Agent has not received an To be effective, a properly completed Election Form must be received by Registrar and Transfer Company (including the “Exchange Agent”) on or before 5:00 p.m., New York City time, on the third business day immediately preceding the SFC Meeting (or such other time and date as SFC and HRB may mutually agree) (the “Election Deadline”). An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more SFC Certificates (or customary affidavits and, if required by HRB, indemnification regarding the loss or destruction of such SFC Certificates or the guaranteed delivery of such SFC Certificates) representing all SFC Shares covered by such Election Form, together with duly executed transmittal materials included with the Election Form) on or before 5:00 p.m., Eastern Time, on the date that is one Business Day immediately preceding the Company Stockholder Meeting (or such other . Any SFC shareholder may at any time and date as Parent and the Company shall agree in writing) (the “Election Deadline”) (other than Shares prior to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) shall be deemed to be “No Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares. An Election Form shall be effective and properly made and completed if the Exchange Agent shall have actually received at its designated office by the Election Deadline, an Election Form (including duly executed transmittal materials included with the Election Form) properly completed and signed and accompanied by (i) Certificates representing the Shares to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election Form. The Election Form shall specify that delivery shall be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked change his or changed by the authorized Person properly submitting such Election Form, her election by written notice received by the Exchange Agent prior to the Election DeadlineDeadline accompanied by a properly completed and signed revised Election Form. In the event an Election Form is revoked Any SFC shareholder may, at any time prior to the Election Deadline, revoke his or her election by written notice received by the Shares represented by such Election Form shall become No Election Shares, except to the extent a subsequent election is properly made with respect to any or all of Shares Exchange Agent prior to the Election Deadline or by withdrawal prior to the Election Deadline of his or her SFC Certificates, or of the guarantee of delivery of such SFC Certificates, previously deposited with the Exchange Agent. Notwithstanding the previous two sentences, if the Effective Time shall not occur within 15 days following the Election Deadline, then during the period commencing on the 16th day following the Election Deadline and ending on 5:00 p.m., New York City time, on the third business day prior to the Closing Date (the “Election Modification Period”), any SFC shareholder may change or revoke his or her election in the manner specified in the previous two sentences. All elections shall be revoked automatically if the Exchange Agent is notified in writing by HRB and SFC that this Agreement has been terminated. If a shareholder either (i) does not submit a properly completed Election Form by the Election Deadline, (ii) revokes (as opposed to changes) his or her Election Form prior to the Election Deadline and does not submit a new properly executed Election Form prior to the Election Deadline or (iii) revokes his or her Election Form during the Election Modification Period, the SFC Shares held by such shareholder shall be designated Non-Election Shares. HRB shall cause the Certificates representing SFC Shares described in (ii) or (iii) in the immediately preceding sentence to be promptly returned without charge to the person submitting the Election Form upon written request to that effect from the person who submitted the Election Form. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None . (d) Notwithstanding any other provision contained in this Agreement, at least fifty-five percent (55%) and no more than seventy-five percent (75%) of Parentthe total number of SFC Shares outstanding at the Effective Time (the “Minimum Stock Conversion Number” and the “Maximum Stock Conversion Number” respectively) shall be converted into the Per Share Stock Consideration and the remaining outstanding SFC Shares shall be converted into the Per Share Cash Consideration. (e) Within three business days after the Election Deadline, the Company, Merger Sub or HRB shall cause the Exchange Agent to effect the allocation among holders of SFC Shares of rights to receive the Per Share Cash Consideration and the Per Share Stock Consideration as follows: (i) If the Stock Election Number exceeds the Maximum Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be under any obligation converted into the right to notify any Person receive the Per Share Cash Consideration, and each holder of any defect Stock Election Shares will be entitled to receive (A) the number of HRB Shares equal to the product obtained by multiplying (1) the number of Stock Election Shares held by such holder by (2) the Exchange Ratio by (3) a fraction the numerator of which is the Maximum Stock Conversion Number and the denominator of which is the Stock Election Number (the “Stock Proration Factor”) and (B) cash in an amount equal to the product obtained by multiplying (1) the number of Stock Election FormShares held by such holder by (2) the Per Share Cash Consideration by (3) one minus the Stock Proration Factor; (ii) If the Stock Election Number is less than the Minimum Stock Conversion Number (the amount by which the Minimum Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Per Share Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Per Share Cash Consideration and each holder of Non-Election Shares shall receive (1) the number of shares of HRB Shares equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) the Exchange Ratio by (z) a fraction the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares (the “Non-Election Proration Factor”) and (B) cash in an amount equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) the Per Share Cash Consideration by (z) one minus the Non-Election Proration Factor; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Per Share Stock Consideration, and each holder of Cash Election Shares shall receive (1) the number of shares of HRB Stock equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) the Exchange Ratio by (z) a fraction the numerator of which is the amount by which the Shortfall Number exceeds the number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares (the “Cash Proration Factor”) and (B) cash in an amount equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) the Per Share Cash Consideration by (z) one minus the Cash Proration Factor. (C) The purchase of fractional shares pursuant to Section 2.4 of this Agreement shall be taken into account in calculating the number of Non-Election Shares and Cash Election Shares to convert into the right to receive Per Share Stock Consideration under this Section 2.2(e)(ii) to ensure that the Minimum Stock Conversion Number is at least fifty-five percent (55%). (iii) If the Stock Election Number is less than the Minimum Stock Conversion Number (i.e., a Shortfall Number), HRB reserves the right to issue and pay, in its sole and absolute discretion, less than the Minimum Stock Conversion Number and thereby pay a greater proportion of cash in the Merger, provided all such Stock Election Shares shall be converted into the right to receive the Per Share Stock Consideration, but in no event does HRB intend to reduce the Minimum Stock Conversion Number below 50% as a result of its rights under this Section 2.2(e)(iii). (iv) If the Stock Election Number is equal to or more than the Minimum Stock Conversion Number and less than or equal to the Maximum Stock Conversion Number, then all Stock Election Shares shall be converted into the right to receive the Per Share Stock Consideration, and all Cash Election Shares and Non-Election Shares shall be converted into the right to receive the Per Share Cash Consideration.

Election and Proration Procedures. (a) Parent shall prepare and file an An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates theretofore representing Seller Stock shall pass only upon delivery of such Certificates to the Exchange Agent) in such form as Company and substance reasonably acceptable to Parent and the Company Seller shall mutually agree (which form shall include the items described in clause (i) and (ii) of Section 2.3(b)) (the “Election Form”) as an exhibit shall be mailed no less than 35 days prior to the Registration Statement. Parent anticipated Effective Time or on such other date as Seller and Company shall direct and cause the Exchange Agent to mail the Election Form with the Proxy Statement/Prospectus to all persons who are record holders of the Shares as of the record date for the Company Stockholder Meeting mutually agree (the “Mailing Date”) to each holder of record of Seller Stock as of five (5) Business Days prior to the Mailing Date (“Election Form Record Date”). Company shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) of Seller Stock after the Election Form Record Date and prior to the Election Deadline (as defined below), and Seller shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. Each Election Form shall permit a record the holder of Shares (or the beneficial owner through appropriate and customary documentation and instructions) to specify elect (xan “Election”) the number to receive either (i) Company Stock (a “Stock Election”) with respect to all of such holder’s Shares Seller Stock, (ii) cash (a “Cash Election”) with respect to which such holder makes a Mixed Election (each such share, a “Mixed Election Share”), (y) the number all of such holder’s Shares with respect Seller Stock, or (iii) a specified number of shares of Seller Stock to which such holder makes a Cash Election receive Company Stock (each such share, a “Cash Election ShareCombination Stock Election”) and (z) the a specified number of such holder’s Shares with respect shares of Seller Stock to which such holder makes a Stock Election receive cash (each such share, a “Stock Election ShareCombination Cash Election”). (b) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Shares between the record date for the Company Stockholder Meeting and the close of business on the Business Day prior , subject to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (c) provisions contained in this Agreement. Any Shares Seller Stock with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent has not received Agent, an effective, properly completed Election Form (including duly executed transmittal materials included with received prior to the Election Form) on or before 5:00 p.m., Eastern Time, on the date that is one Business Day immediately preceding the Company Stockholder Meeting (or such other time and date as Parent and the Company shall agree in writing) (the “Election Deadline”) (other than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) Deadline shall be deemed to be “No Undesignated Shares” hereunder. (b) Any Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares. An Election Form shall be effective and been properly made and completed effective only if the Exchange Agent shall have actually received at its designated office a properly completed Election Form by 5:00 P.M. Nevada time on or before the 30th day following the Mailing Date, or such later time and date as Company and Seller may mutually agree prior to the Effective Time (the “Election Deadline, ”). An Election Form shall be deemed properly completed only if an Election is indicated for each share of Seller Stock covered by such Election Form and if accompanied by one or more certificates (including or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of Seller Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form) properly completed and signed and accompanied by (i) Certificates representing the Shares to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election Form. The Election Form shall specify that delivery shall be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked or changed by the authorized Person properly person submitting such Election Form, by written notice received by the Exchange Agent Form at or prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the Shares shares of Seller Stock represented by such Election Form shall automatically become No Undesignated Shares unless and until a new Election Shares, except to the extent a subsequent election is properly completed and made with respect to any such shares on or all of Shares prior to before the Election Deadline, and Company shall cause the certificates representing such shares of Seller Stock to be promptly returned without charge to the person submitting the revoked Election Form upon written request to that effect from the holder who submitted such Election Form. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 decisions of Company required by the Exchange Agent regarding and made in good faith in determining such matters shall be binding and conclusive. None of Parent, the Company, Merger Sub or Neither Company nor the Exchange Agent shall be under any obligation to notify any Person person of any defect in an Election Form. (c) For purposes of this Section 2.7, the following definitions shall apply:

Election and Proration Procedures. (a) Parent shall prepare and file an An election form in such form and substance reasonably acceptable to Parent and the Company as determined by New England Bancshares (which form shall include the items described in clause (i) and (ii) of Section 2.3(b)) (the “an "Election Form”") shall be mailed on the Mailing Date (as an exhibit defined below) to each holder of record of shares of Apple Valley Common Stock as of a record date which shall be the same date as the record date for eligibility to vote on the Merger. The "Mailing Date" shall be the date on which proxy materials relating to the Registration StatementMerger are mailed to holders of shares of Apple Valley Common Stock. Parent New England Bancshares and Apple Valley shall direct make available Election Forms as may be reasonably requested by all persons who become holders of Apple Valley Common Stock after the record date for eligibility to vote on the Merger and cause prior to the Election Deadline (as defined herein), and Apple Valley shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent to mail the Election Form with the Proxy Statement/Prospectus to all persons who are record holders of the Shares perform its obligations as of the record date for the Company Stockholder Meeting specified herein. (the “Mailing Date”). b) Each Election Form shall permit a record entitle the holder of Shares shares of Apple Valley Common Stock (or the beneficial owner through appropriate and customary documentation and instructions) to specify (xi) elect to receive the number Cash Consideration for all of such holder’s 's shares (a "Cash Election"), (ii) elect to receive the Stock Consideration for all of such holder's shares (a "Stock Election"), (iii) elect to receive the Cash Consideration with respect to some of such holder's shares and the Stock Consideration with respect to such holder's remaining shares (a "Mixed Election") or (iv) make no election, or to indicate that such holder has no preference as to the receipt of the Cash Consideration or the Stock Consideration (a "Non-Election"). Holders of record of shares of Apple Valley Common Stock who hold such shares as nominees, trustees or in other representative capacities (a "Representative") may submit multiple Election Forms, provided that such Representative certifies that each such Election Form covers all the shares of Apple Valley Common Stock held by that Representative for a particular beneficial owner. Shares of Apple Valley Common Stock as to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as "Cash Election Shares." Shares of Apple Valley Common Stock as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as "Stock Election Shares." Shares of Apple Valley Common Stock as to which no election has been made are referred to herein as "Non-Election Shares." The aggregate number of shares of Apple Valley Common Stock with respect to which such holder makes a Mixed Election (each such share, a “Mixed Election Share”), (y) the number of such holder’s Shares with respect to which such holder makes a Cash Election (each such share, a “Cash Election Share”) and (z) the number of such holder’s Shares with respect to which such holder makes a Stock Election (each such share, a “has been made is referred to herein as the "Stock Election Share”)Number. (b) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Shares between the record date for the Company Stockholder Meeting and the close of business on the Business Day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein." (c) Any Shares with respect to which the Exchange Agent has not received an To be effective, a properly completed Election Form (including duly executed transmittal materials included with must be received by the Election Form) Exchange Agent on or before 5:00 p.m., Eastern TimeNew York City time, on the date that is one Business Day immediately preceding the Company fifth business day subsequent to Apple Valley's Stockholder Meeting (or such other time and date as Parent Apple Valley and the Company shall agree in writingNew England Bancshares may mutually agree) (the “"Election Deadline”) (other than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) shall be deemed to be “No Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares"). An Election Form election shall be effective and have been properly made and completed only if the Exchange Agent shall have actually received at its designated office a properly completed Election Form by the Election Deadline, an . An Election Form shall be deemed properly completed only if accompanied by one or more certificates theretofore representing Apple Valley Common Stock (including "Certificate(s)") (or customary affidavits and, if required by New England Bancshares pursuant to Section 2.04(i), indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Apple Valley Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form) properly completed and signed and accompanied by (i) Certificates representing the Shares . Any Apple Valley stockholder may at any time prior to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election Form. The Election Form shall specify that delivery shall be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked change his or changed by the authorized Person properly submitting such Election Form, her election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Election Form. Any Apple Valley stockholder may, at 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 or by withdrawal prior to the Election Deadline of his or her Certificates, or of the guarantee of delivery of such Certificates, previously deposited with the Exchange Agent. In All elections shall be revoked automatically if the event an Exchange Agent is notified in writing by New England Bancshares and Apple Valley that this Agreement has been terminated. If a stockholder either (i) does not submit a properly completed Election Form is revoked by the Election Deadline or (ii) revokes its Election Form prior to the Election Deadline and does not submit a new properly executed Election Form prior to the Election Deadline, the Shares represented shares of Apple Valley Common Stock held by such stockholder shall be designated Non-Election Shares. New England Bancshares shall cause the Certificates representing Apple Valley Common Stock described in clause (ii) to be promptly returned without charge to the person submitting the Election Form shall become No Election Shares, except upon written request to that effect from the extent a subsequent election is properly made with respect to any or all of Shares prior to person who submitted the Election DeadlineForm. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None . (d) Notwithstanding any other provision contained in this Agreement, 60% of Parentthe total number of shares of Apple Valley Common Stock outstanding at the Merger Effective Date (the "Stock Conversion Number") shall be converted into the Stock Consideration and the remaining outstanding shares of Apple Valley Common Stock (excluding shares of Apple Valley Common Stock to be canceled as provided in Section 2.02(d) and Dissenters' Shares) shall be converted into the Cash Consideration; provided, however, that for federal income tax purposes, it is intended that the CompanyMerger will qualify as a reorganization under the provisions of Section 368(a) of the IRC and, notwithstanding anything to the contrary contained herein, in order that the Merger Sub will not fail to satisfy continuity of interest requirements under applicable federal income tax principles relating to reorganizations under Section 368(a) of the IRC, New England Bancshares shall increase the number of shares of Apple Valley Common Stock that will be converted into the Stock Consideration and reduce the number of shares of Apple Valley Common Stock that will be converted into the right to receive the Cash Consideration to ensure that the Stock Consideration will represent at least 45% of the value of the aggregate Merger Consideration, increased by the value of any Excluded Shares, each as measured as of the Merger Effective Date. (e) Within five business days after the later to occur of the Election Deadline or the Merger Effective Date, New England Bancshares shall cause the Exchange Agent to effect the allocation among holders of Apple Valley Common Stock of rights to receive the Cash Consideration and the Stock Consideration as follows: (i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be under any obligation converted into the right to notify any Person receive the Cash Consideration, and each holder of any defect Stock Election Shares will be entitled to receive (A) the Stock Consideration in an respect of the number of Stock Election FormShares held by such holder multiplied by a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number and (B) the Cash Consideration in respect of the remaining number of such holder's Stock Election Shares; (ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the "Shortfall Number"), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and each holder of Non-Election Shares shall receive (1) the Stock Consideration in respect of the number of Non-Election Shares held by such holder multiplied by a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares and (2) the Cash Consideration in respect of the remaining number of such holder's Non-Election Shares; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and each holder of Cash Election Shares shall receive (1) the Stock Consideration in respect of the number of Cash Election Shares held by such holder multiplied by a fraction, the numerator of which is the amount by which the Shortfall Number exceeds the number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares and (2) the Cash Consideration in respect of the remaining number of such holder's Cash Election Shares. For purposes of the foregoing calculations, Excluded Shares shall be deemed Cash Election Shares. For purposes of this Section 2.03(e), if New England Bancshares is obligated to increase the number of shares of Apple Valley Common Stock to be converted into shares of New England Bancshares Common Stock as a result of the application of the last clause of Section 2.03(d) above, then the higher number shall be substituted for the Stock Conversion Number in the calculations set forth in this Section 2.03(d).

Election and Proration Procedures. (a) Parent shall prepare and file an An election form in such form and substance reasonably acceptable to Parent as Purchaser and the Company shall mutually agree (which form shall include the items described in clause (i) and (ii) of Section 2.3(b)) (the an “Election Form”) shall be mailed on the Mailing Date (as an exhibit defined below) to the Registration Statement. Parent shall direct and cause the Exchange Agent to mail the Election Form with the Proxy Statement/Prospectus to all persons who are each holder of record holders of the Shares shares of Company Common Stock as of a record date which shall be the same date as the record date for eligibility to vote on the Company Stockholder Meeting (the Merger. The “Mailing Date”)” shall be the date on which proxy materials relating to the Merger are mailed to holders of shares of Company Common Stock. Each Election Form shall permit a record holder of Shares (or the beneficial owner through appropriate and customary documentation and instructions) to specify (x) the number of such holder’s Shares with respect to which such holder makes a Mixed Election (each such share, a “Mixed Election Share”), (y) the number of such holder’s Shares with respect to which such holder makes a Cash Election (each such share, a “Cash Election Share”) and (z) the number of such holder’s Shares with respect to which such holder makes a Stock Election (each such share, a “Stock Election Share”). (b) Parent Purchaser shall make available one or more Election Forms as may be reasonably be requested from time to time by all Persons persons who become holders (or beneficial owners) of Shares between Company Common Stock after the record date for the Company Stockholder Meeting and the close of business eligibility to vote on the Business Day Merger and prior to the Election DeadlineDeadline (as defined herein), and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. (cb) Any Each Election Form shall entitle the holder of shares of Company Common Stock (or the beneficial owner through appropriate and customary documentation and instructions) to (i) elect to receive the Cash Consideration for all of such holder’s shares (a “Cash Election”), (ii) elect to receive the Stock Consideration for all of such holder’s shares (a “Stock Election”), (iii) elect to receive the Cash Consideration with respect to some of such holder’s shares and the Stock Consideration with respect to such holder’s remaining shares (a “Mixed Election”) or (iv) make no election or to indicate that such holder has no preference as to the receipt of the Cash Consideration or the Stock Consideration (a “Non-Election”). Holders of record of shares of Company Common Stock who hold such shares as nominees, trustees or in other representative capacities (a “Representative”) may submit multiple Election Forms, provided that such Representative certifies that each such Election Form covers all the shares of Company Common Stock held by that Representative for a particular beneficial owner. Shares of Company Common Stock as to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as “Cash Election Shares.” Shares of Company Common Stock as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” Shares of Company Common Stock as to which no election has been made are referred to as “Non-Election Shares.” The aggregate number of shares of Company Common Stock with respect to which a Stock Election has been made is referred to herein as the Exchange Agent has not received an “Stock Election Number.” (c) To be effective, a properly completed Election Form must be received by Registrar and Transfer Company (including duly executed transmittal materials included with the Election Form“Exchange Agent”) on or before 5:00 p.m., Eastern TimeNew York City time, on the date that is one Business Day immediately preceding third business day subsequent to the Company Stockholder Meeting (or such other time and date as Parent Purchaser and the Company shall agree in writingmay mutually agree) (the “Election Deadline”) (other than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) shall be deemed to be “No Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares). An Election Form election shall be effective and have been properly made and completed only if the Exchange Agent shall have actually received at its designated office a properly completed Election Form by the Election Deadline, an . An Election Form shall be deemed properly completed only if accompanied by one or more certificates theretofore representing Company Common Stock (including “Certificate(s)”) (or customary affidavits and, if required by Purchaser pursuant to Section 2.7(i), indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form) properly completed and signed and accompanied by (i) Certificates representing the Shares . Any Company stockholder may at any time prior to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election Form. The Election Form shall specify that delivery shall be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked change his or changed by the authorized Person properly submitting such Election Form, her election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Election Form. Any the Company stockholder may, at 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 or by withdrawal prior to the Election Deadline of his or her Certificates, or of the guarantee of delivery of such Certificates, previously deposited with the Exchange Agent. In All elections shall be revoked automatically if the event an Exchange Agent is notified in writing by Purchaser and the Company that this Agreement has been terminated. If a stockholder either (i) does not submit a properly completed Election Form is revoked by the Election Deadline or (ii) revokes its Election Form prior to the Election Deadline and does not submit a new properly executed Election Form prior to the Election Deadline, the Shares represented shares of Company Common Stock held by such stockholder shall be designated Non-Election Shares. Purchaser shall cause the Certificates representing Company Common Stock described in clause (ii) to be promptly returned without charge to the person submitting the Election Form shall become No Election Shares, except upon written request to that effect from the extent a subsequent election is properly made with respect to any or all of Shares prior to person who submitted the Election DeadlineForm. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None . (d) Notwithstanding any other provision contained in this Agreement, 50% of Parentthe total number of shares of Company Common Stock outstanding at the Effective Time (the “Stock Conversion Number”) shall be converted into the Stock Consideration and the remaining outstanding shares of Company Common Stock (excluding shares of Company Common Stock to be canceled as provided in Section 2.5(e) and Dissenters’ Shares) shall be converted into the Cash Consideration; provided, however, that for federal income tax purposes, it is intended that the CompanyMerger will qualify as a reorganization under the provisions of Section 368(a) of the IRC and, notwithstanding anything to the contrary contained herein, in order that the Merger Sub will not fail to satisfy continuity of interest requirements under applicable federal income tax principles relating to reorganizations under Section 368(a) of the IRC, Purchaser shall increase the number of shares of Company Common Stock that will be converted into the Stock Consideration and reduce the number of shares of Company Common Stock that will be converted into the right to receive the Cash Consideration to ensure that the aggregate Stock Consideration will represent at least 40% of the value of the aggregate Merger Consideration, increased by the value of any Excluded Shares, each as measured as of the Effective Time. (e) Within five business days after the later to occur of the Election Deadline or the Effective Time, Purchaser shall cause the Exchange Agent to effect the allocation among holders of Company Common Stock of rights to receive the Cash Consideration and the Stock Consideration as follows: (i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be under any obligation converted into the right to notify any Person receive the Cash Consideration, and each holder of any defect Stock Election Shares will be entitled to receive (A) the Stock Consideration in an respect of the number of Stock Election FormShares held by such holder multiplied by a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number and (B) the Cash Consideration in respect of the remaining number of such holder’s Stock Election Shares; (ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and each holder of Non-Election Shares shall receive (1) the Stock Consideration in respect of the number of Non-Election Shares held by such holder multiplied by a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares and (2) the Cash Consideration in respect of the remaining number of such holder’s Non-Election Shares; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and each holder of Cash Election Shares shall receive (1) the Stock Consideration in respect of the number of Cash Election Shares held by such holder multiplied by a fraction, the numerator of which is the amount by which the Shortfall Number exceeds the number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares and (2) the Cash Consideration in respect of the remaining number of such holder’s Cash Election Shares. For purposes of the foregoing calculations, Excluded Shares shall be deemed Cash Election Shares. For purposes of this Section 2.6(e), if Purchaser is obligated to increase the number of shares of Company Common Stock to be converted into shares of Purchaser Common Stock as a result of the application of the last clause of Section 2.6(d) above, then the higher number shall be substituted for the Stock Conversion Number in the calculations set forth in this Section 2.6(e).

Election and Proration Procedures. (a) Parent shall prepare and file an An election form (an "ELECTION FORM") and other appropriate and customary transmittal materials, which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing ABC Common Stock ("CERTIFICATES") shall pass, only upon proper delivery of such Certificates to American Stock Transfer & Trust Company, or such other bank or trust company designated by AFH and reasonably satisfactory to ABC (the "EXCHANGE AGENT"), in such form as ABC and substance reasonably acceptable AFH shall mutually agree shall be mailed on the Mailing Date (as defined below) to Parent and the Company each holder of record of shares of ABC Common Stock (which form shall include the items described other than holders of Dissenters' Shares or shares of ABC Common Stock to be canceled as provided in clause (i) and (ii) of Section 2.3(bSECTION 1.2(D)) (the “Election Form”) as an exhibit to the Registration Statement. Parent shall direct and cause the Exchange Agent to mail the Election Form with the Proxy Statement/Prospectus to all persons who are record holders of the Shares as of a record date which shall be the same date as the record date for eligibility to vote on the Company Stockholder Meeting Merger. The "MAILING DATE" shall be the date on which proxy materials relating to the Merger are mailed to holders of shares of ABC Common Stock. (the “Mailing Date”). b) Each Election Form shall permit a record entitle the holder of Shares shares of ABC Common Stock (or the beneficial owner through appropriate and customary documentation and instructions) to specify (xi) elect to receive the number Cash Consideration for all of such holder’s 's shares (a "CASH ELECTION"), (ii) elect to receive the Stock Consideration for all of such holder's shares (a "STOCK ELECTION"), (iii) elect to receive the Cash Consideration with respect to some of such holder's shares and the Stock Consideration with respect to such holder's remaining shares (a "MIXED ELECTION"), or (iv) make no election or to indicate that such holder has no preference as to the receipt of the Cash Consideration or the Stock Consideration (a "NON-ELECTION"). Holders of record of shares of ABC Common Stock who hold such shares as nominees, trustees or in other representative capacities (a "REPRESENTATIVE") may submit multiple Election Forms, PROVIDED THAT such Representative certifies that each such Election Form covers all the shares of ABC Common Stock held by that Representative for a particular beneficial owner. Shares of ABC Common Stock as to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as "CASH ELECTION SHARES." Shares of ABC Common Stock as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as "STOCK ELECTION SHARES." Shares of ABC Common Stock as to which no election has been made are referred to as "NON-ELECTION SHARES." The aggregate number of shares of ABC Common Stock with respect to which such holder makes a Mixed Election (each such share, a “Mixed Election Share”), (y) the number of such holder’s Shares with respect to which such holder makes a Cash Election (each such share, a “Cash Election Share”) and (z) the number of such holder’s Shares with respect to which such holder makes a Stock Election has been made is referred to herein as the "STOCK ELECTION NUMBER." (each such sharec) To be effective, a “Stock properly completed Election Share”). (b) Parent Form shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Shares between the record date for the Company Stockholder Meeting and the close of business on the Business Day prior to the Election Deadline, and the Company shall provide submitted to the Exchange Agent all information reasonably necessary for it to perform on or before 5:00 p.m., New York City time, on the 20th calendar day following the Mailing Date (or such other time and date as specified herein. ABC and AFH may mutually agree) (c) Any Shares with respect to which the "ELECTION DEADLINE"). An election shall have been properly made only if the Exchange Agent has not shall have actually received an effective, a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (including or customary affidavits and, if required by AFH pursuant to SECTION 1.4(I), indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of ABC Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form) on or before 5:00 p.m., Eastern Time, on the date that is one Business Day immediately preceding the Company Stockholder Meeting (or such other . Any ABC stockholder may at any time and date as Parent and the Company shall agree in writing) (the “Election Deadline”) (other than Shares prior to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) shall be deemed to be “No Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares. An Election Form shall be effective and properly made and completed if the Exchange Agent shall have actually received at its designated office by the Election Deadline, an Election Form (including duly executed transmittal materials included with the Election Form) properly completed and signed and accompanied by (i) Certificates representing the Shares to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election Form. The Election Form shall specify that delivery shall be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3: i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked change his or changed by the authorized Person properly submitting such Election Form, her election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Election Form. Any ABC stockholder may, at 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 or by withdrawal prior to the Election Deadline of his or her Certificates, or of the guarantee of delivery of such Certificates, previously deposited with the Exchange Agent. In All elections shall be revoked automatically if the event an Exchange Agent is notified in writing by AFH and ABC that this Agreement has been terminated. If a stockholder either (i) does not submit a properly completed Election Form is revoked by the Election Deadline, or (ii) revokes its Election Form prior to the Election Deadline, the Shares represented shares of ABC Common Stock held by such stockholder shall be designated Non-Election Shares. AFH shall cause the Certificates representing ABC Common Stock described in (ii) to be promptly returned without charge to the person submitting the Election Form shall become No Election Shares, except to unless such person otherwise instructs the extent a subsequent election is properly made with respect to any or all of Shares prior to the Election DeadlineExchange Agent in writing. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent 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 any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None . (d) Notwithstanding any other provision contained in this Agreement, 50% of Parentthe total number of shares of ABC Common Stock outstanding at the Effective Time (the "STOCK CONVERSION NUMBER"), shall be converted into the Stock Consideration and the remaining outstanding shares of ABC Common Stock shall be converted into the Cash Consideration (in each case, excluding (i) shares of ABC Common Stock to be canceled as provided in SECTION 1.2(D) and (ii) Dissenters' Shares (the shares remaining outstanding after such exclusion constituting, for purposes of this Agreement, the Company"OUTSTANDING ABC SHARES")). Notwithstanding anything to the contrary contained herein, in order that the Merger Sub will not fail to satisfy continuity of interest requirements under applicable federal income tax principles relating to reorganizations under Section 368(a) of the IRC, as reasonably determined by counsel to AFH and ABC, AFH, in its sole discretion, may elect to increase the Exchange Ratio as necessary such that the Merger shall satisfy such requirements. (e) Within five business days after the later to occur of the Election Deadline or the Effective Time, AFH shall cause the Exchange Agent to effect the allocation among holders of ABC Common Stock of rights to receive the Cash Consideration and the Stock Consideration as follows: (i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be under any obligation converted into the right to notify any Person receive the Cash Consideration, and each holder of any defect Stock Election Shares will be entitled to receive the Stock Consideration in an respect of that number of Stock Election FormShares equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder's Stock Election Shares being converted into the right to receive the Cash Consideration; (ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the "SHORTFALL NUMBER"), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder's Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non- Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder's Cash Election Shares being converted into the right to receive the Cash Consideration.