Common use of Election Procedure Clause in Contracts

Election Procedure. (a) Each person who, on or prior to the Election Date, is a registered holder of Shares, other than Excluded Shares, shall be entitled to specify the number of such holder’s Shares with respect to which such holder makes a Mixed Election, a Cash Election or a Stock Election by complying with the procedures set forth in this Section 4.3. (b) Parent shall prepare and file as an exhibit to the Form S-4 a form of election (the “Form of Election”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Form of Election and such Certificates to the Exchange Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) and the Company shall mail to each registered holder of Shares as of the record date for the Company Shareholders Meeting the Form of Election with the Company’s proxy statement. The Form of Election shall be used by each registered holder of Shares (or, in the case of nominee holders, the beneficial owner through proper instructions and documentation) to make a Mixed Election, a Cash Election or a Stock Election. In the event that a holder fails to make a Mixed Election, a Cash Election or a Stock Election with respect to any Shares held or beneficially owned by such holder, then such holder shall be deemed to have made a Mixed Election with respect to those Shares (each such Share, a “Non-Electing Share”). The Company shall use its commercially reasonable efforts to make the Form of Election available to all persons who become registered holders of Shares during the period between the record date for the Company Shareholders Meeting and the Election Date. (c) Any holder’s election will be deemed properly made only if the Exchange Agent has received at its designated office, by 5:00 p.m. (New York City time) on (i) the date of the Company Shareholders Meeting or (ii) if the Closing Date is more than four (4) Business Days after the date of the Company Shareholders Meeting, the date that is two (2) Business Days preceding the Closing Date (the “Election Date”), a Form of Election duly completed and validly executed and accompanied by (A) Certificates representing the Shares to which such Form of Election relates (or customary affidavits and, if required by the procedures set forth in the Form of Election, the posting by such person of a bond in such reasonable amount as the Form of Election may direct, as indemnity against any claim that may be made against the Surviving Company with respect to such Certificate) or (B) in the case of Uncertificated Shares, any additional documents required by the procedures set forth in the Form of Election. Parent and the Company shall publicly announce the anticipated Election Date at least five (5) Business Days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Date shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Date. (d) After a Mixed Election, a Cash Election or a Stock Election is validly made with respect to any Shares, no further registration of transfers of such shares shall be made on the stock transfer books of the Company, unless and until such Mixed Election, Cash Election or Stock Election is properly revoked in accordance with this Section 4.3. Any Mixed Election, Cash Election or Stock Election may be revoked with respect to all or a portion of the Shares subject thereto by the holder who submitted the applicable Form of Election by written notice received by the Exchange Agent prior to 5:00 p.m. (New York City time) on the Election Date. In addition, all Mixed Elections, Cash Elections and Stock Elections shall automatically be revoked if this Agreement is terminated in accordance with Article VIII. If a Mixed Election, a Cash Election or a Stock Election is revoked, the Shares to which such election previously applied shall be treated as Non-Electing Shares unless and until a Mixed Election, a Cash Election or a Stock Election in respect of such Shares is subsequently submitted to the Exchange Agent on or prior to the Election Date in accordance with this Section 4.3. Certificates will not be returned to holders unless the holder so requests. (e) The determination of the Exchange Agent (or the joint determination of Parent and the Company, in the event that the Exchange Agent declines to make any such determination) shall be conclusive and binding as to whether or not a Mixed Election, a Cash Election or a Stock Election has been properly made or revoked pursuant to this Section 4.3 and as to when Mixed Elections, Cash Elections and Stock Elections and revocations were received by the Exchange Agent. The Exchange Agent (or Parent and the Company jointly, in the event that the Exchange Agent declines to make the following computation) shall also make all computations contemplated by Section 4.1, and absent manifest error this computation shall be conclusive and binding. The Exchange Agent may, with the written agreement of Parent and the Company, make any rules as are consistent with this Section 4.3 for the implementation of Mixed Elections, Cash Elections and Stock Elections as shall be necessary or desirable to effect such elections in accordance with the terms of this Agreement.

Election Procedure. (a) Each person whoAt the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders Meeting, Parent will mail, or cause to be mailed, an Election Form and a letter of transmittal to each such holder. To be effective, an Election Form must be properly completed, signed and actually received by the Exchange Agent, not later than 5:00 pm, Pacific Time, on or the date (the “Election Deadline”) that is the third Business Day prior to the Election Datefirst Closing Date scheduled by the parties in accordance with Section 1.3 and, is a registered holder in the case of Sharesshares that are not held in book entry form, other than Excluded Shares, shall be entitled to specify accompanied by the number Certificates representing all of such holder’s Shares with respect the shares of Company Common Stock as to which such holder makes a Mixed ElectionElection Form relates, a Cash Election duly endorsed in blank or a Stock Election otherwise in form acceptable for transfer (or accompanied by complying with the procedures set forth an appropriate guarantee of delivery by an eligible organization). For shares that are held in this Section 4.3. (b) book entry form, Parent shall prepare and file as an exhibit to establish reasonable procedures for the Form S-4 a form of election (the “Form of Election”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of such shares. Parent shall have the Form of Election and such Certificates discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether Election Forms have been properly completed, signed and which timely submitted or to disregard defects in Election Forms. Any such determination of Parent or the Exchange Agent shall be conclusive and binding. Neither Parent nor the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form submitted to the Exchange Agent. If Parent or the Exchange Agent shall determine that any purported Election was not properly made, the shares of Company Common Stock subject to such form and shall have such other customary provisions as Parent and the Company may reasonably agree) and the Company shall mail to each registered holder of Shares as of the record date for the Company Shareholders Meeting the Form of Election with the Company’s proxy statement. The Form of improperly made Election shall be used by each registered treated as No Election Shares. A record holder of Shares (or, in the case of nominee holders, the beneficial owner through proper instructions and documentation) to make a Mixed Election, a Cash Election or a Stock Election. In the event that a holder fails to make a Mixed Election, a Cash Election or a Stock Election with respect to any Shares held or beneficially owned by such holder, then such holder shall be deemed to have made a Mixed Election with respect to those Shares (each such Share, a “Non-Electing Share”). The Company shall use its commercially reasonable efforts to need not make the Form of Election available to all persons who become registered holders of Shares during the period between the record date for the Company Shareholders Meeting and the Election Date. (c) Any holder’s same election will be deemed properly made only if the Exchange Agent has received at its designated office, by 5:00 p.m. (New York City time) on (i) the date of the Company Shareholders Meeting or (ii) if the Closing Date is more than four (4) Business Days after the date of the Company Shareholders Meeting, the date that is two (2) Business Days preceding the Closing Date (the “Election Date”), a Form of Election duly completed and validly executed and accompanied by (A) Certificates representing the Shares to which such Form of Election relates (or customary affidavits and, if required by the procedures set forth in the Form of Election, the posting by such person of a bond in such reasonable amount as the Form of Election may direct, as indemnity against any claim that may be made against the Surviving Company with respect to such Certificate) or (B) in the case of Uncertificated Shares, any additional documents required by the procedures set forth in the Form of Election. Parent and the Company shall publicly announce the anticipated Election Date at least five (5) Business Days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Date shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Date. (d) After a Mixed Election, a Cash Election or a Stock Election is validly made with respect to any Shares, no further registration of transfers of such shares shall be made on the stock transfer books of the Company, unless and until such Mixed Election, Cash Election or Stock Election is properly revoked in accordance with this Section 4.3. Any Mixed Election, Cash Election or Stock Election may be revoked with respect to all or a portion of the Shares subject thereto shares of Company Common Stock held of record by such holder or represented by a single Certificate. Any Election Form may be revoked by the holder shareholder who submitted such Election Form to the applicable Form of Election Exchange Agent only by written notice received by the Exchange Agent (i) prior to 5:00 p.m. (New York City time) on the Election DateDeadline or (ii) after such time if (and only to the extent that) the Exchange Agent is legally required to permit revocations and only if the Effective Time shall not have occurred prior to such date. In addition, all Mixed Elections, Cash Elections and Stock Elections Election Forms shall automatically be revoked if this Agreement is terminated in accordance with Article VIII. If a Mixed Election, a Cash Election or a Stock Election is revoked, the Shares to which such election previously applied shall be treated as Non-Electing Shares unless and until a Mixed Electionall Certificates returned, a Cash Election or a Stock Election in respect of such Shares is subsequently submitted to if the Exchange Agent on or prior to the Election Date is notified in accordance with this Section 4.3. Certificates will not be returned to holders unless the holder so requests. (e) The determination of the Exchange Agent (or the joint determination of writing by Parent and the Company, in the event Company that the Exchange Agent declines to make any such determination) shall be conclusive and binding as to whether or not a Mixed Election, a Cash Election or a Stock Election this Agreement has been properly made or revoked pursuant to this Section 4.3 and as to when Mixed Elections, Cash Elections and Stock Elections and revocations were received by the Exchange Agent. The Exchange Agent (or Parent and the Company jointly, in the event that the Exchange Agent declines to make the following computation) shall also make all computations contemplated by Section 4.1, and absent manifest error this computation shall be conclusive and binding. The Exchange Agent may, with the written agreement of Parent and the Company, make any rules as are consistent with this Section 4.3 for the implementation of Mixed Elections, Cash Elections and Stock Elections as shall be necessary or desirable to effect such elections in accordance with the terms of this Agreementterminated.

Election Procedure. Each holder of Company Shares (other than holders of Company Shares to be canceled as set forth in Section 1.3(d)) shall have the right to submit a request specifying the number of Company Shares that such holder desires to have converted into Purchaser Stock in the Merger and the number of Company Shares that such holder desires to have converted into the right to receive $5.23 in cash per Company Share (the "Purchaser Share Price"), without interest (the "Cash Consideration"), in the Merger in accordance with the following procedure: (a) Each person who, on or prior to the Election Date, is a registered holder of Shares, other than Excluded Shares, shall be entitled to Company Shares may specify in a request made in accordance with the provisions of this Section 1.4 (herein called an "Election") (i) the number of such holder’s Company Shares with respect to which owned by such holder makes that such holder desires to have converted into Purchaser Stock in the Merger (a Mixed "Stock Election, ") and (ii) the number of Company Shares owned by such holder that such holder desires to have converted into the right to receive the Cash Consideration in the Merger (a "Cash Election or a Stock Election by complying with the procedures set forth in this Section 4.3Election"). (b) Parent Purchaser shall prepare and file as an exhibit to the Form S-4 a form of election (the “"Form of Election”") pursuant to which each holder of Company Shares at the close of business on the Election Deadline (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Form of Election and such Certificates to the Exchange Agent, as defined in Section 1.4(d)) may make an election and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) and the Company shall mail mailed to each registered holder of Shares as of the record date for the Company Shareholders Meeting the Form of Election with the Company’s proxy statement. The Form of Election shall be used by each registered holder of Shares (or, 's stockholders in accordance with Section 1.4(c) so as to permit the case of nominee holders, the beneficial owner through proper instructions and documentation) Company's stockholders to exercise their right to make a Mixed Election, a Cash an Election or a Stock Election. In prior to the event that a holder fails to make a Mixed Election, a Cash Election or a Stock Election with respect to any Shares held or beneficially owned by such holder, then such holder shall be deemed to have made a Mixed Election with respect to those Shares Deadline. (each such Share, a “Non-Electing Share”). The Company c) Purchaser shall use its commercially all reasonable efforts to make mail the Form of Election available to all persons who become registered holders stockholders of Shares during the period between the record date for the Company Shareholders Meeting and at least ten business days prior to the Election DateDeadline. (cd) Any holder’s Company stockholder's election will be deemed shall have been made properly made only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which exchange agent shall be mutually acceptable to the Company and Purchaser (the "Exchange Agent has received at its designated officeAgent") shall have received, by 5:00 p.m. (New York City time) local time in the city in which the principal office of such Exchange Agent is located, on (i) the date of the Company Shareholders Meeting or (ii) if the Closing Date is more than four (4) Business Days after the date of the Company Shareholders Meeting, the date that is two (2) Business Days preceding the Closing Date (the “Election Date”)Deadline, a Form of Election duly properly completed and validly executed signed and accompanied by (A) Certificates representing certificates for the Company Shares to which such Form of Election relates (or customary affidavits andby an appropriate guarantee of delivery of such certificates, if required by the procedures as set forth in the such Form of Election, from a member of any registered national securities exchange or of the posting by such person National Association of Securities Dealers, Inc. or a bond in such reasonable amount as the Form of Election may direct, as indemnity against any claim that may be made against the Surviving Company with respect to such Certificate) commercial bank or (B) trust company in the case of Uncertificated Shares, any additional documents required by the procedures set forth United States provided such certificates are in the Form of Election. Parent and the Company shall publicly announce the anticipated Election Date at least five (5) Business Days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Date shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Date. (d) After a Mixed Election, a Cash Election or a Stock Election is validly made with respect to any Shares, no further registration of transfers of such shares shall be made on the stock transfer books of the Company, unless and until such Mixed Election, Cash Election or Stock Election is properly revoked in accordance with this Section 4.3. Any Mixed Election, Cash Election or Stock Election may be revoked with respect to all or a portion of the Shares subject thereto by the holder who submitted the applicable Form of Election by written notice received by the Exchange Agent prior to 5:00 p.m. (New York City time) on the Election Date. In addition, all Mixed Elections, Cash Elections and Stock Elections shall automatically be revoked if this Agreement is terminated in accordance with Article VIII. If a Mixed Election, a Cash Election or a Stock Election is revoked, the Shares to which such election previously applied shall be treated as Non-Electing Shares unless and until a Mixed Election, a Cash Election or a Stock Election in respect of such Shares is subsequently submitted fact delivered to the Exchange Agent by the time required in such guarantee of delivery). Failure to deliver Company Shares covered by such a guarantee of delivery within the time set forth on or such guarantee shall be deemed to invalidate any otherwise properly made Election. As used herein, "Election Deadline" means the date announced by Purchaser, as the last day on which Forms of Election will be accepted; provided, that such date shall be a business day no earlier than twenty business days prior to the Election Date in accordance with this Section 4.3. Certificates will not be returned to holders unless Effective Time and no later than the holder so requestsdate on which the Effective Time occurs. (e) The determination of the Exchange Agent (or the joint determination of Parent and the Company, in the event that the Exchange Agent declines to make any such determination) shall be conclusive and binding as to whether or not a Mixed Election, a Cash Election or a Stock Election has been properly made or revoked pursuant to this Section 4.3 and as to when Mixed Elections, Cash Elections and Stock Elections and revocations were received by the Exchange Agent. The Exchange Agent (or Parent and the Company jointly, in the event that the Exchange Agent declines to make the following computation) shall also make all computations contemplated by Section 4.1, and absent manifest error this computation shall be conclusive and binding. The Exchange Agent may, with the written agreement of Parent and the Company, make any rules as are consistent with this Section 4.3 for the implementation of Mixed Elections, Cash Elections and Stock Elections as shall be necessary or desirable to effect such elections in accordance with the terms of this Agreement.

Election Procedure. Each holder of Company Shares (other than holders of Company Shares to be cancelled as set forth in Section 1.3(d)) shall have the right to submit a request specifying the number of Company Shares that such holder desires to have converted into Purchaser Stock in the Merger and the number of Company Shares that such holder desires to have converted into the right to receive $5.23 in cash per Company Share (the "Purchaser Share Price"), without interest (the "Cash Consideration"), in the Merger in accordance with the following procedure: (a) Each person who, on or prior to the Election Date, is a registered holder of Shares, other than Excluded Shares, shall be entitled to Company Shares may specify in a request made in accordance with the provisions of this Section 1.4 (herein called an "Election") (i) the number of such holder’s Company Shares with respect to which owned by such holder makes that such holder desires to have converted into Purchaser Stock in the Merger (a Mixed "Stock Election, ") and (ii) the number of Company Shares owned by such holder that such holder desires to have converted into the right to receive the Cash Consideration in the Merger (a "Cash Election or a Stock Election by complying with the procedures set forth in this Section 4.3Election"). (b) Parent Purchaser shall prepare and file as an exhibit to the Form S-4 a form of election (the “"Form of Election”") pursuant to which each holder of Company Shares at the close of business on the Election Deadline (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Form of Election and such Certificates to the Exchange Agent, as defined in Section 1.4(d)) may make an election and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) and the Company shall mail mailed to each registered holder of Shares as of the record date for the Company Shareholders Meeting the Form of Election with the Company’s proxy statement. The Form of Election shall be used by each registered holder of Shares (or, 's stockholders in accordance with Section 1.4(c) so as to permit the case of nominee holders, the beneficial owner through proper instructions and documentation) Company's stockholders to exercise their right to make a Mixed Election, a Cash an Election or a Stock Election. In prior to the event that a holder fails to make a Mixed Election, a Cash Election or a Stock Election with respect to any Shares held or beneficially owned by such holder, then such holder shall be deemed to have made a Mixed Election with respect to those Shares Deadline. (each such Share, a “Non-Electing Share”). The Company c) Purchaser shall use its commercially all reasonable efforts to make mail the Form of Election available to all persons who become registered holders stockholders of Shares during the period between the record date for the Company Shareholders Meeting and at least ten business days prior to the Election DateDeadline. (cd) Any holder’s Company stockholder's election will be deemed shall have been made properly made only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which exchange agent shall be mutually acceptable to the Company and Purchaser (the "Exchange Agent has received at its designated officeAgent") shall have received, by 5:00 p.m. (New York City time) local time in the city in which the principal office of such Exchange Agent is located, on (i) the date of the Company Shareholders Meeting or (ii) if the Closing Date is more than four (4) Business Days after the date of the Company Shareholders Meeting, the date that is two (2) Business Days preceding the Closing Date (the “Election Date”)Deadline, a Form of Election duly properly completed and validly executed signed and accompanied by (A) Certificates representing certificates for the Company Shares to which such Form of Election relates (or customary affidavits andby an appropriate guarantee of delivery of such certificates, if required by the procedures as set forth in the such Form of Election, from a member of any registered national securities exchange or of the posting by such person National Association of Securities Dealers, Inc. or a bond in such reasonable amount as the Form of Election may direct, as indemnity against any claim that may be made against the Surviving Company with respect to such Certificate) commercial bank or (B) trust company in the case of Uncertificated Shares, any additional documents required by the procedures set forth United States provided such certificates are in the Form of Election. Parent and the Company shall publicly announce the anticipated Election Date at least five (5) Business Days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Date shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Date. (d) After a Mixed Election, a Cash Election or a Stock Election is validly made with respect to any Shares, no further registration of transfers of such shares shall be made on the stock transfer books of the Company, unless and until such Mixed Election, Cash Election or Stock Election is properly revoked in accordance with this Section 4.3. Any Mixed Election, Cash Election or Stock Election may be revoked with respect to all or a portion of the Shares subject thereto by the holder who submitted the applicable Form of Election by written notice received by the Exchange Agent prior to 5:00 p.m. (New York City time) on the Election Date. In addition, all Mixed Elections, Cash Elections and Stock Elections shall automatically be revoked if this Agreement is terminated in accordance with Article VIII. If a Mixed Election, a Cash Election or a Stock Election is revoked, the Shares to which such election previously applied shall be treated as Non-Electing Shares unless and until a Mixed Election, a Cash Election or a Stock Election in respect of such Shares is subsequently submitted fact delivered to the Exchange Agent by the time required in such guarantee of delivery). Failure to deliver Company Shares covered by such a guarantee of delivery within the time set forth on or such guarantee shall be deemed to invalidate any otherwise properly made Election. As used herein, "Election Deadline" means the date announced by Purchaser, as the last day on which Forms of Election will be accepted; provided, that such date shall be a business day no earlier than twenty business days prior to the Election Date in accordance with this Section 4.3. Certificates will not be returned to holders unless Effective Time and no later than the holder so requestsdate on which the Effective Time occurs. (e) The determination of the Exchange Agent (or the joint determination of Parent and the Company, in the event that the Exchange Agent declines to make any such determination) shall be conclusive and binding as to whether or not a Mixed Election, a Cash Election or a Stock Election has been properly made or revoked pursuant to this Section 4.3 and as to when Mixed Elections, Cash Elections and Stock Elections and revocations were received by the Exchange Agent. The Exchange Agent (or Parent and the Company jointly, in the event that the Exchange Agent declines to make the following computation) shall also make all computations contemplated by Section 4.1, and absent manifest error this computation shall be conclusive and binding. The Exchange Agent may, with the written agreement of Parent and the Company, make any rules as are consistent with this Section 4.3 for the implementation of Mixed Elections, Cash Elections and Stock Elections as shall be necessary or desirable to effect such elections in accordance with the terms of this Agreement.

Election Procedure. (ai) Each person who, on or Parent and Company each will use its reasonable best efforts to cause a Form of Election to be mailed not less than thirty (30) days prior to the Election Date, is a registered holder anticipated Effective Time to all holders of Shares, other than Excluded Shares, shall be entitled to specify the number record of such holder’s Shares with respect to which such holder makes a Mixed Election, a Cash Election or a shares of Company Common Stock Election by complying with the procedures set forth in this Section 4.3. (b) Parent shall prepare and file as an exhibit to the Form S-4 a form of election (the “Form of Election”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Form of Election and such Certificates to the Exchange Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) and the Company shall mail to each registered holder of Shares as of the record date for the Company Shareholders Meeting the Form of Election with the Company’s proxy statement. The Form of Election shall be used by each registered holder of Shares (or, in the case of nominee holders, the beneficial owner through proper instructions and documentation) to make a Mixed Election, a Cash Election or a Stock Election. In the event that a holder fails to make a Mixed Election, a Cash Election or a Stock Election with respect to any Shares held or beneficially owned by such holder, then such holder shall be deemed to have made a Mixed Election with respect to those Shares (each such Share, a “Non-Electing Share”). The Company shall use its commercially reasonable efforts to make the Form of Election available to all persons who become registered record holders of Shares during the period between the record date for the Company Shareholders Meeting and the Election Date. (c) Any holder’s election Common Stock subsequent to such time. Elections will be deemed properly made only if by record holders of Company Common Stock by mailing to the Exchange Agent has received at its designated officea Form of Election. Holders of record of shares of Company Common Stock who hold such shares as nominees, trustees or in other representative capacities (a "Stock Representative") may submit multiple Forms of Election, provided that such Stock Representative certifies that each such Form of Election covers all the shares of Company Common Stock held by 5:00 p.m. (New York City time) on (i) the date of the Company Shareholders Meeting or (ii) if the Closing Date is more than four (4) Business Days after the date of the Company Shareholders Meeting, the date that is two (2) Business Days preceding the Closing Date (the “Election Date”)each Stock Representative for a particular beneficial owner. To be effective, a Form of Election duly completed must be properly completed, signed and validly executed submitted to the Exchange Agent. Parent will have the discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether Forms of Election have been properly completed, signed and accompanied by submitted or revoked and to disregard immaterial defects in Forms of Election. The decision of Parent (Aor the Exchange Agent) Certificates representing in such matters, if reasonably reached, will be conclusive and binding. Neither Parent nor the Shares Exchange Agent will be under any obligation to which such notify any person of any defect in a Form of Election relates submitted to the Exchange Agent. The Exchange Agent will make all computations contemplated by this Section 2.01 and all such computations will be conclusive and binding on the holders of Company Common Stock. (or customary affidavits andii) For the purposes hereof, if required by the procedures set forth in the Form a record holder of Election, the posting by such person of Company Common Stock who does not submit a bond in such reasonable amount as the Form of Election may direct, as indemnity against any claim that may be made against the Surviving Company with respect to such Certificate) or (B) in the case of Uncertificated Shares, any additional documents required by the procedures set forth in the Form of Election. Parent and the Company shall publicly announce the anticipated Election Date at least five (5) Business Days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Date shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Date. (d) After a Mixed Election, a Cash Election or a Stock Election is validly made with respect to any Shares, no further registration of transfers of such shares shall be made on the stock transfer books of the Company, unless and until such Mixed Election, Cash Election or Stock Election is properly revoked in accordance with this Section 4.3. Any Mixed Election, Cash Election or Stock Election may be revoked with respect to all or a portion of the Shares subject thereto by the holder who submitted the applicable Form of Election by written notice received by the Exchange Agent prior to 5:00 p.m. (New York City time) on the Election Date. In addition, all Mixed Elections, Cash Elections and Stock Elections shall automatically Deadline (as defined herein) will be revoked if this Agreement is terminated in accordance with Article VIIIdeemed to have made a Non-Election. If a Mixed Election, a Parent or the Exchange Agent determine that any purported Cash Election or a Stock Election was not properly made (and any such defect is revokednot subsequently cured), the Shares to which such election previously applied shall be treated as Non-Electing Shares unless and until a Mixed Election, a purported Cash Election or a Stock Election in respect will be deemed to be of no force and effect and the shareholder making such Shares is subsequently submitted purported election will for purposes hereof be deemed to have made a Non-Election. (iii) A Form of Election must be received by the Exchange Agent by the close of business on or the last business day prior to the day during which the Effective Time occurs (the "Election Deadline") in order to be effective. All elections may be revoked by record holders submitting the Forms of Election if such revocation is in writing and received by the Exchange Agent prior to the Election Date in accordance with this Section 4.3. Certificates will not be returned to holders unless the holder so requestsDeadline. (e) The determination of the Exchange Agent (or the joint determination of Parent and the Company, in the event that the Exchange Agent declines to make any such determination) shall be conclusive and binding as to whether or not a Mixed Election, a Cash Election or a Stock Election has been properly made or revoked pursuant to this Section 4.3 and as to when Mixed Elections, Cash Elections and Stock Elections and revocations were received by the Exchange Agent. The Exchange Agent (or Parent and the Company jointly, in the event that the Exchange Agent declines to make the following computation) shall also make all computations contemplated by Section 4.1, and absent manifest error this computation shall be conclusive and binding. The Exchange Agent may, with the written agreement of Parent and the Company, make any rules as are consistent with this Section 4.3 for the implementation of Mixed Elections, Cash Elections and Stock Elections as shall be necessary or desirable to effect such elections in accordance with the terms of this Agreement.

Election Procedure. (a) Each person who, on or prior to the Election DateDeadline, is a registered record holder of Shares, shares of Company Common Stock other than Excluded Shares, Shares shall be entitled to specify the number of such holder’s Shares shares of Company Common Stock with respect to which such holder makes a Mixed Cash Election, a Cash Share Election or a Stock Election by complying with the procedures set forth in this Section 4.3Mixed Election. (b) Parent Acquiror shall prepare and file as an exhibit to the Form S-4 a form of election (the “Form of Election”) (), which shall include transmittal materials described in Section 2.7, in form and substance reasonably acceptable to the Company. The Form of Election shall specify that delivery shall be effected, and risk of loss and title to the any Company Stock Certificates shall pass, only upon proper delivery of the Form of Election and such any Company Stock Certificates in accordance with Section 2.7. The Company shall mail the Form of Election on a date to the Exchange Agent, and which shall be in such form and shall have such other customary provisions as Parent mutually agreed by Acquiror and the Company may reasonably agreethat is not more than forty-five (45), nor less than thirty (30) days, prior to the anticipated Closing Date or such other date as Acquiror and the Company shall mail mutually agree (the “Mailing Date”) to each registered holder all persons who are record holders of Shares shares of Company Common Stock as of the record date for close of business on the Company Shareholders Meeting fifth (5th) Business Day prior to the Mailing Date (the “Election Form of Election with the Company’s proxy statementRecord Date”). The Form of Election shall be used by each registered record holder of Shares shares of Company Common Stock (or, in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to make a Mixed Cash Election, a Cash Share Election or a Stock Election. In the event that a holder fails to make a Mixed Election, a Cash Election or a Stock Election with respect to any Shares held or beneficially owned by such holder, then such holder shall be deemed to have made a Mixed Election with respect to those Shares (each such Share, a “Non-Electing Share”). The Company shall use its commercially reasonable best efforts to make the Form of Election available as may be reasonably requested from time to time by all persons who become registered record holders of Shares shares of Company Common Stock during the period between the record date for the Company Shareholders Meeting Election Form Record Date and the Election DateDeadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for Acquiror and the Exchange Agent to perform as specified herein. (c) Any holder’s election will be deemed shall have been properly made only if the Exchange Agent has shall have received at its designated office, office by 5:00 p.m. p.m., local time, on the twenty-fifth (New York City time25th) on day following the Mailing Date (i) the or such other time and date of as Acquiror and the Company Shareholders Meeting or (iimay agree) if the Closing Date is more than four (4) Business Days after the date of the Company Shareholders Meeting, the date that is two (2) Business Days preceding the Closing Date (the “Election DateDeadline”), a Form of Election duly properly completed and validly executed signed and accompanied by by: (Ai) Company Stock Certificates representing the Shares shares of Company Common Stock to which such Form of Election relates relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or customary affidavits and, if required by the procedures an appropriate guarantee of delivery of such Company Stock Certificates as set forth in the Form of Election, the posting by such person of a bond in such reasonable amount as the Form of Election may directfrom a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, as indemnity against any claim that may be made against such Company Stock Certificates are in fact delivered to the Surviving Company with respect to Exchange Agent by the time set forth in such Certificate) guarantee of delivery); or (Bii) in the case of Uncertificated Sharesbook-entry shares, any additional documents required by the procedures set forth in the Form of Election. Parent After a Cash Election, a Share Election or a Mixed Election is properly made with respect to any shares of Company Common Stock, no further registration of transfers of such shares of Company Common Stock shall be made on the stock transfer books of the Company, unless and until such Cash Election, Share Election or Mixed Election is properly revoked. (d) Acquiror and the Company shall publicly announce the anticipated Election Date Deadline at least five three (53) Business Days prior to the anticipated Closing DateElection Deadline. If the Closing Date is delayed to a subsequent date, the Election Date shall Deadline may, upon mutual agreement of Acquiror and the Company, be similarly delayed to a subsequent date, and Parent Acquiror and the Company shall promptly announce any such delay and, when determined, the rescheduled Election DateDeadline. (de) After a Mixed Any Cash Election, a Cash Share Election or a Stock Election is validly made with respect to any Shares, no further registration of transfers of such shares shall be made on the stock transfer books of the Company, unless and until such Mixed Election, Cash Election or Stock Election is properly revoked in accordance with this Section 4.3. Any Mixed Election, Cash Election or Stock Election may be revoked with respect to all or a portion of the Shares shares of Company Common Stock subject thereto by the holder who submitted the applicable Form of Election by written notice received by the Exchange Agent prior to 5:00 p.m. (New York City time) on the Election DateDeadline. In addition, all Mixed Cash Elections, Cash Share Elections and Stock Mixed Elections shall automatically be revoked if this Agreement is terminated in accordance with Article VIIIits terms. If a Mixed Cash Election, a Cash Share Election or a Stock Mixed Election is revoked, the Shares shares as to which such election previously applied shall be treated as Non-Electing Company Shares unless and until a Mixed Election, a Cash Election or a Stock Election in respect of such Shares contrary election is subsequently submitted properly made by the holder within the period during which elections are permitted to the Exchange Agent on or prior be made pursuant to the Election Date in accordance with this Section 4.32.10. Company Stock Certificates will not be returned to holders in the event an election is revoked unless the holder so requests. (ef) The Subject to the terms of this Agreement and the Form of Election, the reasonable, good-faith determination of the Exchange Agent (or the joint determination of Parent Acquiror and the Company, in the event that the Exchange Agent declines to make any such determination) shall be conclusive and binding as to whether or not a Cash Elections, Mixed Election, a Cash Election or a Stock Election has Elections and Share Elections shall have been properly made or revoked pursuant to this Section 4.3 2.10 (and to disregard any immaterial defects in the Forms of Election) and as to when Cash Elections, Mixed Elections, Cash Elections and Stock Share Elections and revocations were received by the Exchange Agent. The Exchange Agent (or Parent Acquiror and the Company jointly, in the event that the Exchange Agent declines to make the following computation) shall also make all computations contemplated by Section 4.12.1(a), and absent manifest error this computation shall be conclusive and binding. The Exchange Agent may, with the written agreement of Parent and Acquiror (subject to the consent of the Company, not to be unreasonably withheld), make any rules as are consistent with this Section 4.3 2.10 for the implementation of Mixed the Cash Elections, Cash Mixed Elections and Stock Share Elections provided for in this Agreement as shall be necessary or desirable to effect such elections these Cash Elections, Mixed Elections and Share Elections. None of Acquiror, the Company or the Exchange Agent shall be under any obligation to notify any person of any defect in accordance with the terms a Form of this AgreementElection.

Election Procedure. (a) Each person who, on or prior to the Election Date, is a registered holder of Sharesshares of Company Common Stock, other than Excluded Shares, shall be entitled to specify the number of such holder’s Shares with respect to which such holder makes a Mixed Election, make either a Cash Election or a Stock Election with respect to such holder’s shares of Company Common Stock (each, an “Election”) by complying with the procedures set forth in this Section 4.32.03. (b) Parent shall prepare and file as an exhibit to the Form S-4 a form of election (the “Form of Election”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Form of Election and such Certificates to the Exchange Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) and the Company shall mail to each registered holder of Shares shares of Company Common Stock as of the record date for the Company Shareholders Stockholders Meeting the Form of Election with the Company’s proxy statementProxy Statement. The Form of Election shall be used by each registered holder of Shares shares of Company Common Stock (or, in the case of nominee holders, the beneficial owner through proper instructions and documentation) to make a Mixed Election, a Cash Election or a Stock an Election. In the event that a holder fails to properly make a Mixed Electionan Election with respect to any shares of Company Common Stock held or beneficially owned by such holder by the Election Date, a Cash Election or then such holder shall, if the Average Parent Stock Price is greater than $19.00, be deemed to have made a Stock Election with respect to any Shares held those shares of Company Common Stock, and if the Average Parent Stock Price is less than or beneficially owned by such holderequal to $19.00, then such holder shall be deemed to have made a Mixed Cash Election with respect to those Shares (each such Share, a “Non-Electing Share”)shares of Company Common Stock. The Company Parent shall use its commercially reasonable efforts to make the Form of Election available to all persons who become registered holders of Shares during the period between the record date for the Company Shareholders Stockholders Meeting and the Election Date. None of Parent, the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in any Form of Election. (c) Any holder may revoke such holder’s Election by written notice to the Exchange Agent prior to the Election Date, together with a properly completed and revised Form of Election. Any subsequent transfer of such holder’s shares of Company Common Stock after such holder has made an Election shall automatically revoke such Election (and such subsequent transferee may make a new Election pursuant to and if permitted by the terms of this Section 2.03). Notwithstanding anything to the contrary, all Elections shall be automatically deemed revoked upon receipt by the Exchange Agent of written notice from the Company or Parent that this Agreement has been terminated in accordance with Article VIII. (d) Any holder’s election will be deemed properly made only if the Exchange Agent has received at its designated office, by 5:00 p.m. (New York City time) on (i) the date of the Company Shareholders Stockholders Meeting or (ii) the “Election Date”); provided, however, if the Closing Date is more than four (4) Business Days after the date of the Company Shareholders Stockholders Meeting, the Election Date shall be delayed to the date that is two (2) Business Days preceding the Closing Date (the “Election Date”), a Form of Election duly completed and validly executed and accompanied by (A) Certificates representing the Shares to which such Form of Election relates (or customary affidavits and, if required by the procedures set forth in the Form of Election, the posting by such person of a bond in such reasonable amount as the Form of Election may direct, as indemnity against any claim that may be made against the Surviving Company with respect to such Certificate) or (B) in the case of Uncertificated Shares, any additional documents required by the procedures set forth in the Form of Electionexecuted. Parent and the Company shall publicly announce the anticipated Election Date at least five (5) Business Days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Date shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Date. (d) After a Mixed Election, a Cash Election or a Stock Election is validly made with respect to any Shares, no further registration of transfers of such shares shall be made on the stock transfer books of the Company, unless and until such Mixed Election, Cash Election or Stock Election is properly revoked in accordance with this Section 4.3. Any Mixed Election, Cash Election or Stock Election may be revoked with respect to all or a portion of the Shares subject thereto by the holder who submitted the applicable Form of Election by written notice received by the Exchange Agent prior to 5:00 p.m. (New York City time) on the Election Date. In addition, all Mixed Elections, Cash Elections and Stock Elections shall automatically be revoked if this Agreement is terminated in accordance with Article VIII. If a Mixed Election, a Cash Election or a Stock Election is revoked, the Shares to which such election previously applied shall be treated as Non-Electing Shares unless and until a Mixed Election, a Cash Election or a Stock Election in respect of such Shares is subsequently submitted to the Exchange Agent on or prior to the Election Date in accordance with this Section 4.3. Certificates will not be returned to holders unless the holder so requests. (e) The reasonable determination of the Exchange Agent (or the joint determination of Parent and the Company, in the event that the Exchange Agent declines to make any such determination) shall be conclusive and binding as to whether or not a Mixed Election, a Cash Election or a Stock an Election has been properly made or revoked pursuant to this Section 4.3 2.03 and as to when Mixed Elections, Cash Elections and Stock Elections and revocations were received by the Exchange Agent. The Exchange Agent (or Parent and the Company jointly, to disregard immaterial defects in the event that the Exchange Agent declines to make the following computation) shall also make all computations contemplated by Section 4.1, and absent manifest error this computation shall be conclusive and bindingany Form of Election). The Exchange Agent may, with the written agreement of Parent and the Company, make any rules as are consistent with this Section 4.3 2.03 for the implementation of Mixed Elections, Cash Elections and Stock Elections as shall be necessary or desirable to effect such elections Elections in accordance with the terms of this Agreement.

Election Procedure. (a) Each person Person who, on or prior to the Election DateDeadline, is a registered record holder of Shares, shares of Company Common Stock other than Excluded Shares, Shares shall be entitled to specify the number of such holder’s Shares shares of Company Common Stock with respect to which such holder makes a Mixed Cash Election, a Cash Share Election or a Stock Election by complying with the procedures set forth in this Section 4.3Mixed Election. (b) Parent Acquiror shall prepare and file as an exhibit to the Form S-4 a form of election (the “Form of Election”) (which in form and substance reasonably acceptable to the Company. The Form of Election shall specify that delivery shall be effected, and risk of loss and title to the any Company Stock Certificates shall pass, only upon proper delivery of the Form of Election and such any Company Stock Certificates in accordance with Section 2.4. The Company shall mail the Form of Election on a date to the Exchange Agent, and which shall be in such form and shall have such other customary provisions as Parent reasonably agreed by Acquiror and the Company may reasonably agreethat is not less than thirty (30) days prior to the anticipated Closing Date, or such other date as Acquiror and the Company shall mail reasonably agree (the “Mailing Date”), to each registered holder all Persons who are record holders of Shares shares of Company Common Stock as of the record date for close of business on the Company Shareholders Meeting fifth (5th) Business Day prior to the Mailing Date (the “Election Form of Election with the Company’s proxy statementRecord Date”). The Form of Election shall be used by each registered record holder of Shares shares of Company Common Stock (or, in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to make a Mixed Cash Election, a Cash Share Election or a Stock Election. In the event that a holder fails to make a Mixed Election, a Cash Election or a Stock Election with respect to any Shares held or beneficially owned by such holder, then such holder shall be deemed to have made a Mixed Election with respect to those Shares (each such Share, a “Non-Electing Share”). The Company shall use its commercially reasonable best efforts to make the Form of Election available as may be reasonably requested from time to time by all persons Persons who become registered record holders of Shares shares of Company Common Stock during the period between the record date for the Company Shareholders Meeting Election Form Record Date and the Election DateDeadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for Acquiror and the Exchange Agent to perform as specified herein. (c) Any holder’s election will be deemed shall have been properly made only if the Exchange Agent has shall have received at its designated office, office by 5:00 p.m. (New York City time) on (i) the date of the Company Shareholders Meeting or (ii) if the Closing Date is more than four (4) Business Days after the date of the Company Shareholders Meeting, the date that is two (2) Business Days preceding the Closing Date (the “Election Date”)Deadline, a Form of Election duly properly completed and validly executed signed and accompanied by by: (Ai) in the case of certificated shares, Company Stock Certificates representing the Shares shares of Company Common Stock to which such Form of Election relates relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or customary affidavits and, if required by the procedures an appropriate guarantee of delivery of such Company Certificates as set forth in the Form of Election, the posting by such person of a bond in such reasonable amount as the Form of Election may directfrom a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, as indemnity against any claim that may be made against such Company Stock Certificates are in fact delivered to the Surviving Company with respect to Exchange Agent by the time set forth in such Certificate) guarantee of delivery); or (Bii) in the case of Uncertificated Sharesbook-entry shares, any additional documents required by the procedures set forth in the Form of Election. Parent After a Cash Election, a Share Election or a Mixed Election is properly made with respect to any shares of Company Common Stock, no further registration of transfers of such shares of Company Common Stock shall be made on the stock transfer books of the Company, unless and until such Cash Election, Share Election or Mixed Election is properly revoked. (d) Acquiror and the Company shall publicly announce the anticipated Election Date Deadline at least five three (53) Business Days prior to the anticipated Closing DateElection Deadline. If the Closing Date is delayed to a subsequent date, the Election Date shall Deadline may, upon mutual agreement of Acquiror and the Company, be similarly delayed to a subsequent date, and Parent Acquiror and the Company shall promptly announce any such delay and, when determined, the rescheduled Election DateDeadline. (de) After a Mixed Any Cash Election, a Cash Share Election or a Stock Election is validly made with respect to any Shares, no further registration of transfers of such shares shall be made on the stock transfer books of the Company, unless and until such Mixed Election, Cash Election or Stock Election is properly revoked in accordance with this Section 4.3. Any Mixed Election, Cash Election or Stock Election may be revoked with respect to all or a portion of the Shares shares of Company Common Stock subject thereto by the holder who submitted the applicable Form of Election by written notice received by the Exchange Agent prior to 5:00 p.m. (New York City time) on the Election DateDeadline. In addition, all Mixed Cash Elections, Cash Share Elections and Stock Mixed Elections shall automatically be revoked if this Agreement is terminated in accordance with Article VIIIits terms. If a Mixed Cash Election, a Cash Share Election or a Stock Mixed Election is revoked, the Shares shares as to which such election previously applied shall be treated as Non-Electing Company Shares unless and until a Mixed Election, a Cash Election or a Stock Election in respect of such Shares contrary election is subsequently submitted properly made by the holder within the period during which elections are permitted to the Exchange Agent on or prior be made pursuant to the Election Date in accordance with this Section 4.32.6. Company Stock Certificates will not be returned to holders in the event an election is revoked unless the holder so requests. (ef) The Subject to the terms of this Agreement and the Form of Election, the reasonable, good-faith determination of the Exchange Agent (or the joint determination of Parent Acquiror and the Company, in the event that the Exchange Agent declines to make any such determination) shall be conclusive and binding as to whether or not a Cash Elections, Mixed Election, a Cash Election or a Stock Election has Elections and Share Elections shall have been properly made or revoked pursuant to this Section 4.3 2.6 (and to disregard any immaterial defects in the Forms of Election) and as to when Cash Elections, Mixed Elections, Cash Elections and Stock Share Elections and revocations were received by the Exchange Agent. The Exchange Agent (or Parent Acquiror and the Company jointly, in the event that the Exchange Agent declines to make the following computation) shall also make all computations contemplated by Section 4.12.1(a), and absent manifest error this computation shall be conclusive and binding. The Exchange Agent may, with the written agreement of Parent and Acquiror (subject to the consent of the Company, not to be unreasonably withheld), make any rules as are consistent with this Section 4.3 2.6 for the implementation of Mixed the Cash Elections, Cash Mixed Elections and Stock Share Elections provided for in this Agreement as shall be necessary or desirable to effect such elections these Cash Elections, Mixed Elections and Share Elections. None of Acquiror, the Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in accordance with the terms a Form of this AgreementElection.

Election Procedure. At the time of mailing of the Proxy Statement/Prospectus (aas defined in Section 2.22) Each person whoto holders of record of Company Common Stock entitled to vote at the Company Stockholders Meeting (as defined in Section 4.6(b)), Parent will mail, or cause to be mailed, an Election Form and a letter of transmittal to each such holder. To be effective, an Election Form must be properly completed, signed and actually received by the Exchange Agent (as defined in Section 1.9) not later than 5:00 p.m., New York City time, on or the trading day that is three trading days prior to the date of the Company Stockholders Meeting (the "Election DateDeadline") and, is a registered holder in the case of Sharesthe shares that are not held in book entry form, other than Excluded Shares, shall be entitled to specify accompanied by the number certificates (the "Certificates") representing all of such holder’s Shares with respect the shares of Company Common Stock as to which such holder makes a Mixed ElectionElection Form relates, a Cash Election duly endorsed in blank or a Stock Election otherwise in form acceptable for transfer (or accompanied by complying with the procedures set forth an appropriate guarantee of delivery by an eligible organization). For shares that are held in this Section 4.3. (b) book entry form, Parent shall prepare and file as an exhibit to establish reasonable procedures for the Form S-4 a form of election (the “Form of Election”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Form of Election and such Certificates shares. Parent shall have reasonable discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether Election Forms have been properly completed, signed and which timely submitted or to disregard defects in Election Forms. Any such determination of Parent or the Exchange Agent shall be conclusive and binding. Neither Parent nor the Exchange Agent shall be under any obligation to notify any person of any defect in such form an Election Form submitted to the Exchange Agent. The Exchange Agent shall also make all computations contemplated by this Section 1.6, and shall have such computations will be conclusive and binding on the former holders of Company Common Stock absent manifest error. Any shares of Company Common Stock (other customary provisions than shares held by Company as Parent treasury shares, shares held by any Company Subsidiary and Dissenting Shares) for which the Company may reasonably agree) and the Company shall mail to each registered record holder of Shares has not, as of the record date for Election Deadline, properly submitted to the Company Shareholders Meeting the Exchange Agent a properly completed Election Form of Election with the Company’s proxy statement. The Form of Election shall be used by each registered holder of Shares (or, in the case of nominee holders, the beneficial owner through proper instructions and documentation) to make a Mixed Election, a Cash Election or a Stock Election. In the event that a holder fails to make a Mixed Election, a Cash Election or a Stock Election with respect to any Shares held or beneficially owned by such holder, then such holder shall be deemed to have made a Mixed Election with respect to those Shares (each such Share, a “Non-Electing Share”). The Company shall use its commercially reasonable efforts to make the Form of Election available to all persons who become registered holders of Shares during the period between the record date for the Company Shareholders Meeting and the Election Date. (c) Any holder’s election will be deemed properly made only if Combined Election Shares. Any Election Form may be revoked, by the stockholder who submitted such Election Form to the Exchange Agent has received at its designated officeAgent, by 5:00 p.m. (New York City time) on (i) the date of the Company Shareholders Meeting or (ii) if the Closing Date is more than four (4) Business Days after the date of the Company Shareholders Meeting, the date that is two (2) Business Days preceding the Closing Date (the “Election Date”), a Form of Election duly completed and validly executed and accompanied by (A) Certificates representing the Shares to which such Form of Election relates (or customary affidavits and, if required by the procedures set forth in the Form of Election, the posting by such person of a bond in such reasonable amount as the Form of Election may direct, as indemnity against any claim that may be made against the Surviving Company with respect to such Certificate) or (B) in the case of Uncertificated Shares, any additional documents required by the procedures set forth in the Form of Election. Parent and the Company shall publicly announce the anticipated Election Date at least five (5) Business Days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Date shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Date. (d) After a Mixed Election, a Cash Election or a Stock Election is validly made with respect to any Shares, no further registration of transfers of such shares shall be made on the stock transfer books of the Company, unless and until such Mixed Election, Cash Election or Stock Election is properly revoked in accordance with this Section 4.3. Any Mixed Election, Cash Election or Stock Election may be revoked with respect to all or a portion of the Shares subject thereto by the holder who submitted the applicable Form of Election only by written notice received by the Exchange Agent (i) prior to 5:00 p.m. (New York City time) on the Election DateDeadline or (ii) after such time if (and only to the extent that) the Exchange Agent is legally required to permit revocations and only if the Effective Time shall not have occurred prior to such date. In addition, all Mixed Elections, Cash Elections and Stock Elections Election Forms shall automatically be revoked if this Agreement is terminated in accordance with Article VIII. If a Mixed Election, a Cash Election or a Stock Election is revoked, the Shares to which such election previously applied shall be treated as Non-Electing Shares unless and until a Mixed Electionall Certificates returned, a Cash Election or a Stock Election in respect of such Shares is subsequently submitted to if the Exchange Agent on or prior to the Election Date is notified in accordance with this Section 4.3. Certificates will not be returned to holders unless the holder so requests. (e) The determination of the Exchange Agent (or the joint determination of writing by Parent and the Company, in the event Company that the Exchange Agent declines to make any such determination) shall be conclusive and binding as to whether or not a Mixed Election, a Cash Election or a Stock Election this Agreement has been properly made or revoked pursuant to this Section 4.3 and as to when Mixed Elections, Cash Elections and Stock Elections and revocations were received by the Exchange Agentterminated. The Exchange Agent (or Parent and the Company jointly, in the event that the Exchange Agent declines to may make the following computation) shall also make all computations contemplated by Section 4.1, and absent manifest error this computation shall be conclusive and binding. The Exchange Agent may, with the written agreement of Parent and the Company, make any such rules as are consistent with this Section 4.3 1.6 for the implementation of Mixed Elections, Cash Elections and Stock Elections as shall be necessary or desirable to effect such elections in accordance with the terms of this Agreementelection process.

Election Procedure. No later than three (a3) Each person whobusiness days following the Effective Time, on Rurban shall cause the Exchange Agent to mail or make available to each holder of record of a certificate or certificates which immediately prior to the Election DateEffective Time represented issued and outstanding Exchange Shares ("EXCHANGE CERTIFICATE"): (i) a notice and letter of transmittal, is a registered holder of Shares, other than Excluded Shares, shall be entitled to specify the number of such holder’s Shares with respect to which such holder makes a Mixed Election, a Cash Election or a Stock Election by complying with the procedures set forth in this Section 4.3. (b) Parent shall prepare and file as an exhibit to the Form S-4 a form of election (the “Form of Election”) (which shall specify specifying that delivery shall be effected, effected and risk of loss and title to the Exchange Certificates shall pass, pass only upon proper delivery of the Form of Election and such Certificates certificates to the Exchange AgentAgent and advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Exchange Agent the Exchange Certificate in exchange for the consideration set forth in Section 2.01, and which shall be (ii) an election form in such form as Rurban and Exchange shall have such other customary provisions as Parent and mutually agree ("ELECTION FORM"). Each Election Form shall permit the Company may reasonably agree) and the Company shall mail to each registered holder of Shares as of the record date for the Company Shareholders Meeting the Form of Election with the Company’s proxy statement. The Form of Election shall be used by each registered holder of Shares (or, or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) (i) to make a Mixed Election, a Cash Election or a Stock Election. In the event that a holder fails elect to make a Mixed Election, a Cash Election or a Stock Election receive Rurban Shares with respect to any Shares held or beneficially owned by all of such holder's Exchange Shares, then (ii) to elect to receive cash with respect to all of such holder's Exchange Shares, (iii) to elect to receive cash with respect to some of such holder's Exchange Shares and to receive Rurban Shares with respect to such holder's remaining Exchange Shares, or (iv) to indicate that such holder makes no such election with respect to such holder's Exchange Shares ("NO-ELECTION SHARES"); provided, however, that each holder of Mandatory Cash Shares shall be permitted to elect only to receive cash with respect to such holder's Mandatory Cash Shares. Any Exchange Shares with respect to which the holder has elected to receive cash (including Mandatory Cash Shares) are hereinafter referred to as "CASH ELECTION SHARES," and any Exchange Shares with respect to which the holder has elected to receive Rurban Shares are hereinafter referred to as "STOCK ELECTION SHARES." Any Exchange Shares with respect to which the holder thereof shall not, as of the Election Deadline (as defined in Section 2.02(c) below), have made an election by submission to the Exchange Agent of an effective, properly completed Election Form shall be deemed to have made a Mixed be No-Election with respect to those Shares. Any Exchange Dissenting Shares (each such Share, a “Non-Electing Share”). The Company shall use its commercially reasonable efforts to make the Form of Election available to all persons who become registered holders of Shares during the period between the record date for the Company Shareholders Meeting and the Election Date. (c) Any holder’s election will be deemed properly made only if the Exchange Agent has received at its designated office, by 5:00 p.m. (New York City time) on (i) the date to be Cash Election Shares for purposes of the Company Shareholders Meeting or (ii) if the Closing Date is more than four (4) Business Days after the date allocation provisions of the Company Shareholders Meeting, the date that is two (2) Business Days preceding the Closing Date (the “Election Date”), a Form of Election duly completed and validly executed and accompanied by (A) Certificates representing the Shares to which such Form of Election relates (or customary affidavits and, if required by the procedures set forth in the Form of Election, the posting by such person of a bond in such reasonable amount as the Form of Election may direct, as indemnity against any claim that may be made against the Surviving Company with respect to such Certificate) or (B) in the case of Uncertificated Shares, any additional documents required by the procedures set forth in the Form of Election. Parent and the Company shall publicly announce the anticipated Election Date at least five (5) Business Days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Date shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Date. subsection (d) After a Mixed Electionbelow, a Cash Election or a Stock Election is validly made with respect to any Shares, but in no further registration of transfers of event shall such shares shall be made on the stock transfer books of the Company, unless and until such Mixed Election, Cash Election or classified as Reallocated Stock Election is properly revoked Shares (as defined in accordance with this Section 4.3. Any Mixed Election, Cash Election or Stock Election may be revoked with respect to all or a portion of the Shares subject thereto by the holder who submitted the applicable Form of Election by written notice received by the Exchange Agent prior to 5:00 p.m. (New York City time2.02(d)(ii)(B) on the Election Date. In addition, all Mixed Elections, Cash Elections and Stock Elections shall automatically be revoked if this Agreement is terminated in accordance with Article VIII. If a Mixed Election, a Cash Election or a Stock Election is revoked, the Shares to which such election previously applied shall be treated as Non-Electing Shares unless and until a Mixed Election, a Cash Election or a Stock Election in respect of such Shares is subsequently submitted to the Exchange Agent on or prior to the Election Date in accordance with this Section 4.3. Certificates will not be returned to holders unless the holder so requestsbelow). (e) The determination of the Exchange Agent (or the joint determination of Parent and the Company, in the event that the Exchange Agent declines to make any such determination) shall be conclusive and binding as to whether or not a Mixed Election, a Cash Election or a Stock Election has been properly made or revoked pursuant to this Section 4.3 and as to when Mixed Elections, Cash Elections and Stock Elections and revocations were received by the Exchange Agent. The Exchange Agent (or Parent and the Company jointly, in the event that the Exchange Agent declines to make the following computation) shall also make all computations contemplated by Section 4.1, and absent manifest error this computation shall be conclusive and binding. The Exchange Agent may, with the written agreement of Parent and the Company, make any rules as are consistent with this Section 4.3 for the implementation of Mixed Elections, Cash Elections and Stock Elections as shall be necessary or desirable to effect such elections in accordance with the terms of this Agreement.

Election Procedure. (a) Each person who, on or prior to the Election Date, is a registered holder of Shares, Company Shares (other than Excluded Shares, holders of Company Shares to be cancelled as set forth in Section 3.1(f)) shall be entitled have the right to specify the number submit a request specifying that all of such holder’s 's Company Shares shall be converted into the Parent Stock Consideration, into the Cash Consideration or into a combination of Cash Consideration and Parent Stock Consideration, without interest in the Merger in accordance with respect to which the following procedure: (i) Each holder of Company Stock may specify in a request made in accordance with the provisions of this Section 3.2 (herein called an "ELECTION") to: (A) Convert each Company Share owned by such holder makes into the right to receive the Parent Stock Consideration in the Merger (a Mixed Election"STOCK ELECTION"); (B) Convert each Company Share owned by such holder into the right to receive the Cash Consideration in the Merger (a "CASH ELECTION"); or (C) Convert all of the Company Shares owned by such holder into the right to receive the Merger Consideration in the ratio of fifty-five percent (55%) in the form of Cash Consideration and forty-five percent (45%) in the form of Parent Stock Consideration (a "CASH/STOCK ELECTION"). (A) On a per Company Share basis within the Fixed Price Parent Stock Range, the value of the Merger Consideration on the Closing Date based on a Stock Election (assuming no proration thereof under Section 3.3) would be $33.00 in Parent Stock Consideration (using the Closing Market Price). (B) On a per Company Share basis within the Fixed Price Parent Stock Range, the value of the Merger Consideration on the Closing Date based on a Cash Election or a Stock Election by complying with the procedures set forth (assuming no proration thereof under Section 3.3) would be $33.00 in this Section 4.3Cash Consideration. (bC) On a per Company Share basis, within the Fixed Price Parent shall prepare Stock Range, the value of the Merger Consideration on the Closing Date based on a Cash/Stock Election would be $18.15 in Cash Consideration and file as an exhibit to $14.85 in Parent Stock Consideration (using the Form S-4 a form of election Closing Market Price). (the “iii) A Form of Election”Election (as defined in 3.2(b) (which shall specify that delivery below) shall be effected, included with each copy of the Proxy Statement (as defined in Section 4.10) mailed to shareholders of the Company in connection with the meeting of shareholders called to consider the approval of this Agreement. Parent and risk of loss and title the Company shall each use its reasonable best efforts to the Certificates shall pass, only upon delivery of mail or otherwise make available the Form of Election and such Certificates to the Exchange Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) and the Company shall mail to each registered holder of Shares as of the record date for the Company Shareholders Meeting the Form of Election with the Company’s proxy statement. The Form of Election shall be used by each registered holder of Shares (or, in the case of nominee holders, the beneficial owner through proper instructions and documentation) to make a Mixed Election, a Cash Election or a Stock Election. In the event that a holder fails to make a Mixed Election, a Cash Election or a Stock Election with respect to any Shares held or beneficially owned by such holder, then such holder shall be deemed to have made a Mixed Election with respect to those Shares (each such Share, a “Non-Electing Share”). The Company shall use its commercially reasonable efforts to make the Form of Election available to all persons who become registered holders of Company Shares during the period between the record date for the Company Shareholders Meeting such shareholder meeting and the Election DateDeadline (as defined in Section 3.2(d)). (b) Parent shall prepare a form (the "FORM OF ELECTION"), which shall be in form and substance acceptable to the Company, pursuant to which each holder of Company Shares at the close of business on the Election Deadline may make an Election and which shall be mailed to the Company's shareholders in accordance with Section 3.2(a) so as to permit the Company's shareholders to exercise their right to make an Election prior to the Election Deadline. (c) Holders of record of Company Shares who hold such shares as nominees, trustees, or in other representative capacities may submit multiple Forms of Election, provided that such representative certifies that each Form of Election covers all Shares held by such representative for a particular beneficial owner. (d) Not later than the filing of the Joint Proxy Statement with the SEC, as contemplated in Section 6.9 hereof, Parent shall appoint a bank acceptable to the Company as the person to receive Forms of Election and to act as exchange agent under this Agreement, which bank shall be acceptable to the Company (the "EXCHANGE AGENT"). Any holder’s election will be deemed Company shareholder's Election shall have been made properly made only if the Exchange Agent has received at its designated officeshall have received, by 5:00 p.m. (New York City time) local time in the city in which the principal office of such Exchange Agent is located, on (i) the date of the Company Shareholders Meeting or (ii) if the Closing Date is more than four (4) Business Days after the date of the Company Shareholders Meeting, the date that is two (2) Business Days preceding the Closing Date (the “Election Date”)Deadline, a Form of Election duly properly completed and validly executed signed and accompanied by (A) Certificates representing certificates for the Company Shares to which such Form of Election relates (or customary affidavits andby an appropriate guarantee of delivery of such certificates, if required by the procedures as set forth in the such Form of Election, from a member of any registered national securities exchange or of the posting National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States provided such certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery). Failure to deliver Company Shares covered by such person a guarantee of a bond in delivery within the time set forth on such reasonable amount guarantee shall be deemed to invalidate any otherwise properly made Election. As used herein, "ELECTION DEADLINE" means the date announced by Parent (which date shall be agreed upon by the Company), as the Form last day on which Forms of Election may directwill be accepted; provided, as indemnity against any claim that may such date shall be made against the Surviving Company with respect to such Certificatea business day no earlier than ten (10) or (B) in the case of Uncertificated Shares, any additional documents required by the procedures set forth in the Form of Election. Parent and the Company shall publicly announce the anticipated Election Date at least five (5) Business Days business days prior to the anticipated Closing DateEffective Time and no later than the date on which the Effective Time occurs. If In the Closing Date is delayed event this Agreement shall have been terminated prior to a subsequent datethe Effective Time, the Exchange Agent shall immediately return all Election Date shall be similarly delayed Forms and Certificates for Company Shares to a subsequent date, and Parent and the appropriate Company shall promptly announce any such delay and, when determined, the rescheduled Election Dateshareholders. (de) After a Mixed Election, a Cash Any Company shareholder may at any time prior to the Election or a Stock Election is validly made with respect to any Shares, no further registration of transfers of such shares shall be made on the stock transfer books of the Company, unless and until such Mixed Election, Cash Election or Stock Election is properly revoked in accordance with this Section 4.3. Any Mixed Election, Cash Election or Stock Election may be revoked with respect to all or a portion of the Shares subject thereto by the holder who submitted the applicable Form of Deadline change his Election by written notice received by the Exchange Agent prior to 5:00 p.m. (New York City time) on the Election Date. In additionDeadline accompanied by a revised Form of Election properly completed and signed. (f) Any Company shareholder may, all Mixed Elections, Cash Elections and Stock Elections shall automatically be revoked if this Agreement is terminated in accordance with Article VIII. If a Mixed Election, a Cash Election or a Stock Election is revoked, the Shares to which such election previously applied shall be treated as Non-Electing Shares unless and until a Mixed Election, a Cash Election or a Stock Election in respect of such Shares is subsequently submitted to the Exchange Agent on or at any time prior to the Election Date in accordance with this Section 4.3. Certificates will not be returned to holders unless the holder so requests. (e) The determination of the Exchange Agent (or the joint determination of Parent and the CompanyDeadline, in the event that the Exchange Agent declines to make any such determination) shall be conclusive and binding as to whether or not a Mixed Election, a Cash revoke his Election or a Stock Election has been properly made or revoked pursuant to this Section 4.3 and as to when Mixed Elections, Cash Elections and Stock Elections and revocations were by written notice received by the Exchange Agent prior to the Election Deadline or by withdrawal prior to the Election Deadline of his certificates for Parent Stock, or of the guarantee of delivery of such certificates, previously deposited with the Exchange Agent. The Exchange Agent (or Parent and the Company jointly, in the event that All Elections shall be revoked automatically if the Exchange Agent declines is notified in writing by Parent or the Company that this Agreement has been terminated. Any Company shareholder who shall have deposited certificates for Company Shares with the Exchange Agent shall have the right to withdraw such certificates by written notice received by the Exchange Agent prior to the Election Deadline and thereby revoke his Election as of the Election Deadline if the Merger shall not have been consummated prior thereto. (g) Parent shall have the right to make the following computation) shall also make all computations contemplated by Section 4.1rules, and absent manifest error this computation shall be conclusive and binding. The Exchange Agent may, with the written agreement of Parent and the Company, make any rules as are consistent with this Section 4.3 for the implementation of Mixed Elections, Cash Elections and Stock Elections as shall be necessary or desirable to effect such elections in accordance not inconsistent with the terms of this Agreement, governing the validity of the Forms of Election, the manner and extent to which Elections are to be taken into account in making the determinations prescribed by Section 3.3, the issuance and delivery of certificates for Parent Stock into which Company Shares are converted in the Merger and the payment of cash for Company Shares converted into the right to receive the Cash Consideration in the Merger.

Election Procedure. (a) Each person whoWithin three (3) Business Days following the Closing, on the Paying Agent shall have mailed or prior electronically transmitted to the Election Date, is a registered holder of Shares, other than Excluded Shares, shall be entitled to specify the number of such holder’s Shares with respect to which such holder makes a Mixed Election, a Cash Election or a Stock Election by complying with the procedures set forth in this Section 4.3. (b) Parent shall prepare and file as an exhibit to the Form S-4 each Holder a form of letter of transmittal and election form, substantially in the form attached hereto as Exhibit F (the “Form Letter of ElectionTransmittal and Election Form”) (which shall specify that delivery shall be effected), and risk of loss and title to the Certificates shall pass, only upon delivery of the Form of Election and such Certificates to the Exchange Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) and the Company shall mail to each registered holder of Shares as of the record date for the Company Shareholders Meeting the Form of Election with the Company’s proxy statement. The Form of Election shall be used by each registered holder of Shares (or, in the case of nominee holders, the beneficial owner through proper instructions and documentation) Holder to make a Mixed Election, a Cash Election or a Stock Election. . (b) In the event a Holder desires to make a Stock Election, the Holder shall complete the applicable section(s) of the Letter of Transmittal and Election Form, including, without limitation: (i) customary representations and warranties relating to an investment in shares of Parent Common Stock (including, as applicable, with the assistance of a “purchaser representative” for such purpose) to ensure that the contingent issuance of Parent Common Stock as contemplated by this Agreement qualifies for the exemption from registration under the Securities Act pursuant to Rule 506 of Regulation D thereunder with the assumption that all Holders receiving any consideration in the form of Parent Common Stock hereunder qualify as Accredited Investors; and (ii) a release of the Company against certain claims as set forth therein, and return a properly executed Letter of Transmittal and Election Form to the Paying Agent on or prior to the Election Deadline. (c) In the event a Holder desires to make a Cash Election, the Holder shall complete the applicable section(s) of the Letter of Transmittal and Election Form, including, without limitation: (i) wire information for the Paying Agent to deliver such Holder’s Adjusted Cash Election Consideration; and (ii) a release of the Company against certain claims as set forth therein, and shall return a properly executed Letter of Transmittal and Election Form to the Paying Agent on or prior to the Election Deadline. (d) In the event that a holder Holder fails to make a Mixed Election, a Cash Election or a Stock Election with respect to any Shares held or beneficially owned by such holderHolder prior to the Election Deadline and in accordance with the instructions contained in the Letter of Transmittal and Election Form, or revokes a Cash Election or Stock Election and fails to make a subsequent Cash Election or Stock Election, then such holder Holder shall be deemed to have made a Mixed Cash Election with respect to those Shares (each such Share, a “Non-Electing Share”). The Company shall use its commercially reasonable efforts to make the Form of Election available to all persons who become registered holders of Shares during the period between the record date for the Company Shareholders Meeting and the Election Date. (ce) Any holder’s election will be deemed properly made only if During the Exchange Agent has received at its designated office, by 5:00 p.m. (New York City time) on (i) the date of the Company Shareholders Meeting or (ii) if the Closing Date is more than four (4) Business Days after the date of the Company Shareholders Meeting, the date that is two (2) Business Days preceding the Closing Date (the “Election Date”), a Form of Election duly completed and validly executed and accompanied by (A) Certificates representing the Shares to which such Form of Election relates (or customary affidavits and, if required by the procedures set forth in the Form of Election, the posting by such person of a bond in such reasonable amount as the Form of Election may direct, as indemnity against any claim that may be made against the Surviving Company with respect to such Certificate) or (B) in the case of Uncertificated Shares, any additional documents required by the procedures set forth in the Form of Election. Parent and the Company shall publicly announce the anticipated Election Date at least five (5) Business Days following the Election Deadline (the “Review Period”), the Paying Agent and the Holders’ Representative shall review the Letter of Transmittal and Election Forms submitted by the Holders and amend the Allocation Schedule (as amended, the “Final Allocation Schedule”) to set forth: (i) the name and address (or email address) of each Holder; (ii) the number and class of shares of Company Stock held by each Holder as of immediately prior to the anticipated Effective Time; (iii) the election (Cash Election or Stock Election) made by each Holder; (iv) the Adjusted Cash Election Consideration to be paid to each Holder making a Cash Election; (v) the priority of Stock Election Consideration proceeds to be distributed post-Closing Date. If amongst the Closing Date is delayed to Holders making a subsequent dateStock Election, in each case, designated by Xxxxxxx and calculated in accordance with the Election Date shall be similarly delayed to a subsequent date, and Parent Distribution Priorities and the terms of the Company’s Charter Documents; and (vi) the Percentage Interest for each Holder with respect to such Xxxxxx’s Shares of Company shall promptly announce any such delay and, when determined, the rescheduled Election DateStock. (df) After a Mixed ElectionNo later than the final Business Day of the Review Period, the Holders’ Representative shall deliver to the Trustee and Parent the Final Allocation Schedule. (g) No later than three (3) Business Days following Parent’s receipt of the Final Allocation Schedule, Parent shall make, or cause to be made, a payment to the Paying Agent for further payment to the Cashed Out Holders in accordance with the Final Allocation Schedule in an amount equal to the total amount of Adjusted Cash Election or a Stock Election is validly made Consideration to be received by the Cashed Out Holders pursuant to Section 2.06(c)(i); provided, however, that with respect to any SharesShares for which a properly completed Letter of Transmittal and Election Form has not been received by the Paying Agent, no further registration of transfers of such shares the Paying Agent shall be made on withhold the stock transfer books of the Company, unless and until such Mixed Election, Cash Election or Stock Election is properly revoked in accordance with this Section 4.3. Any Mixed Election, Cash Election or Stock Election may be revoked applicable cash payment due with respect to all or a portion of the such Shares subject thereto and make such payment only promptly following such receipt by the holder who submitted the applicable Form of Election by written notice received by the Exchange Agent prior to 5:00 p.m. (New York City time) on the Election Date. In addition, all Mixed Elections, Cash Elections and Stock Elections shall automatically be revoked if this Agreement is terminated in accordance with Article VIII. If a Mixed Election, a Cash Election or a Stock Election is revoked, the Shares to which such election previously applied shall be treated as Non-Electing Shares unless and until a Mixed Election, a Cash Election or a Stock Election in respect of such Shares is subsequently submitted to the Exchange Agent on or prior to the Election Date in accordance with this Section 4.3. Certificates will not be returned to holders unless the holder so requestsPaying Agent. (e) The determination of the Exchange Agent (or the joint determination of Parent and the Company, in the event that the Exchange Agent declines to make any such determination) shall be conclusive and binding as to whether or not a Mixed Election, a Cash Election or a Stock Election has been properly made or revoked pursuant to this Section 4.3 and as to when Mixed Elections, Cash Elections and Stock Elections and revocations were received by the Exchange Agent. The Exchange Agent (or Parent and the Company jointly, in the event that the Exchange Agent declines to make the following computation) shall also make all computations contemplated by Section 4.1, and absent manifest error this computation shall be conclusive and binding. The Exchange Agent may, with the written agreement of Parent and the Company, make any rules as are consistent with this Section 4.3 for the implementation of Mixed Elections, Cash Elections and Stock Elections as shall be necessary or desirable to effect such elections in accordance with the terms of this Agreement.

Election Procedure. An election form in such form as Peoples and NASB shall mutually agree (aan “Election Form”) Each person who, shall be mailed on the Mailing Date (as defined below) or such later date as the parties may mutually determine to each holder of record of shares of NASB Common Shares 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 10 business days after the date on which proxy materials relating to the Merger are mailed to holders of shares of NASB Common Shares. Peoples shall make available Election Forms as may be reasonably requested by all persons who become holders of NASB Common Shares after the record date for eligibility to vote on the Merger and prior to the Election Date, is a registered holder of Shares, other than Excluded Shares, shall be entitled to specify the number of such holder’s Shares with respect to which such holder makes a Mixed Election, a Cash Election or a Stock Election by complying with the procedures set forth in this Section 4.3. Deadline (b) Parent shall prepare and file as an exhibit to the Form S-4 a form of election (the “Form of Election”) (which shall specify that delivery shall be effecteddefined below), and risk of loss and title to the Certificates NASB shall pass, only upon delivery of the Form of Election and such Certificates provide to the Exchange Agent, and which Agent all information reasonably necessary for it to perform its obligations as specified herein. Each Election Form shall be in such form and shall have such other customary provisions as Parent and permit the Company may reasonably agree) and the Company shall mail to each registered holder of Shares as of the record date for the Company Shareholders Meeting the Form of Election with the Company’s proxy statement. The Form of Election shall be used by each registered holder of Shares (or, or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) (i) to make a Mixed Election, a Cash Election or a Stock Election. In the event that a holder fails elect to make a Mixed Election, a Cash Election or a Stock Election receive Peoples Common Shares with respect to any Shares held or beneficially owned by all of such holder’s NASB Common Shares, then (ii) to elect to receive cash with respect to all of such holder’s NASB Common Shares, (iii) to elect to receive cash with respect to some of such holder’s NASB Common Shares and to receive Peoples Common Shares with respect to such holder’s remaining NASB Common Shares, or (iv) to indicate that such holder makes no such election with respect to such holder’s NASB Common Shares (“No Election Shares”). Any NASB Common Shares with respect to which the holder has elected to receive cash are hereinafter referred to as “Cash Election Shares,” and any NASB Common Shares with respect to which the holder has elected to receive Peoples Common Shares are hereinafter referred to as “Stock Election Shares.” Any NASB Common Shares with respect to which the holder thereof shall not have made, as of the Election Deadline, an election by submission to the Exchange Agent of an effective, properly completed Election Form shall be deemed to have made a Mixed be No Election with respect to those Shares. Any Dissenting Shares (each such Share, a “Non-Electing Share”). The Company shall use its commercially reasonable efforts to make the Form of Election available to all persons who become registered holders of Shares during the period between the record date for the Company Shareholders Meeting and the Election Date. (c) Any holder’s election will be deemed properly made only if the Exchange Agent has received at its designated office, by 5:00 p.m. (New York City time) on (i) the date to be Cash Election Shares for purposes of the Company Shareholders Meeting or (ii) if the Closing Date is more than four (4) Business Days after the date allocation provisions of the Company Shareholders Meeting, the date that is two (2) Business Days preceding the Closing Date (the “Election Date”), a Form of Election duly completed and validly executed and accompanied by (A) Certificates representing the Shares to which such Form of Election relates (or customary affidavits and, if required by the procedures set forth in the Form of Election, the posting by such person of a bond in such reasonable amount as the Form of Election may direct, as indemnity against any claim that may be made against the Surviving Company with respect to such Certificate) or (B) in the case of Uncertificated Shares, any additional documents required by the procedures set forth in the Form of Election. Parent and the Company shall publicly announce the anticipated Election Date at least five (5) Business Days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Date shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Date. Subsection (d) After a Mixed Electionbelow, a Cash Election or a Stock Election is validly made with respect to any Shares, but in no further registration of transfers of event shall such shares shall be made on the stock transfer books of the Company, unless and until such Mixed Election, Cash Election or classified as Reallocated Stock Election is properly revoked in accordance with this Section 4.3. Any Mixed Election, Cash Election or Stock Election may be revoked with respect to all or a portion of the Shares subject thereto by the holder who submitted the applicable Form of Election by written notice received by the Exchange Agent prior to 5:00 p.m. (New York City time) on the Election Date. In addition, all Mixed Elections, Cash Elections and Stock Elections shall automatically be revoked if this Agreement is terminated in accordance with Article VIII. If a Mixed Election, a Cash Election or a Stock Election is revoked, the Shares to which such election previously applied shall be treated as Non-Electing Shares unless and until a Mixed Election, a Cash Election or a Stock Election in respect of such Shares is subsequently submitted to the Exchange Agent on or prior to the Election Date in accordance with this Section 4.3. Certificates will not be returned to holders unless the holder so requestsShares. (e) The determination of the Exchange Agent (or the joint determination of Parent and the Company, in the event that the Exchange Agent declines to make any such determination) shall be conclusive and binding as to whether or not a Mixed Election, a Cash Election or a Stock Election has been properly made or revoked pursuant to this Section 4.3 and as to when Mixed Elections, Cash Elections and Stock Elections and revocations were received by the Exchange Agent. The Exchange Agent (or Parent and the Company jointly, in the event that the Exchange Agent declines to make the following computation) shall also make all computations contemplated by Section 4.1, and absent manifest error this computation shall be conclusive and binding. The Exchange Agent may, with the written agreement of Parent and the Company, make any rules as are consistent with this Section 4.3 for the implementation of Mixed Elections, Cash Elections and Stock Elections as shall be necessary or desirable to effect such elections in accordance with the terms of this Agreement.

Election Procedure. Each holder (or beneficial owner through appropriate and customary documentation and instructions) of outstanding BB Common Shares shall have the right to submit a request specifying the number of BB Common Shares that such holder desires to have converted into shares of MINT Common Stock in the Scheme and the number of BB Common Shares that such holder desires to have converted into the right to receive Cash Consideration in the Scheme in accordance with the following procedure: (a) Each person whoSubject to Section 2.12, on or prior to the Election Date, is a registered each such holder of Shares, other than Excluded Shares, shall be entitled to BB Common Shares may specify in a request made in accordance with the provisions of this Section 2.11 (herein called an "Election") (i) the number of such holder’s BB Common Shares with respect to which owned by such holder makes that such holder desires to have converted into MINT Common Stock in the Scheme (a Mixed "Stock Election, ") and (ii) the number of BB Common Shares owned by such holder that such holder desires to have converted into the right to receive the Cash Consideration in the Scheme (a "Cash Election or a Stock Election by complying with the procedures set forth in this Section 4.3Election"). (b) Parent An election form and other appropriate and customary transmittal materials in such form as VA and BB shall prepare and file mutually agree (the "Election Form") or, as an exhibit to the Form S-4 applicable, a form of election Notice of Exercise (as defined in Section 2.14) shall be mailed thirty days prior to the anticipated Effective Time or on such other date as VA and BB shall mutually agree (the “Form "Mailing Date") to each holder of Election”) (which shall specify that delivery shall be effected, record of BB Common Shares and risk each holder of loss and title BB Options not more than five Business Days prior to the Certificates shall pass, only upon delivery of the Form of Election and such Certificates to the Exchange Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) and the Company shall mail to each registered holder of Shares as of the record date for the Company Shareholders Meeting the Form of Election with the Company’s proxy statement. The Form of Election shall be used by each registered holder of Shares (or, in the case of nominee holders, the beneficial owner through proper instructions and documentation) to make a Mixed Election, a Cash Election or a Stock Election. In the event that a holder fails to make a Mixed Election, a Cash Election or a Stock Election with respect to any Shares held or beneficially owned by such holder, then such holder shall be deemed to have made a Mixed Election with respect to those Shares (each such Share, a “Non-Electing Share”). The Company shall use its commercially reasonable efforts to make the Form of Election available to all persons who become registered holders of Shares during the period between the record date for the Company Shareholders Meeting and the Election Mailing Date. (c) Any holder’s election will be deemed Election shall have been made properly made only if the Exchange Agent has received at its designated officeshall have received, by 5:00 p.m. local time in the city in which the principal office of such Exchange Agent is located, on the second Business Day prior to the anticipated Effective Time (New York City timeor such other time and date as VA and BB shall mutually agree) on (i) the date of the Company Shareholders Meeting or (ii) if the Closing Date is more than four (4) Business Days after the date of the Company Shareholders Meeting, the date that is two (2) Business Days preceding the Closing Date (the “"Election Date”Deadline"), a an Election Form of Election duly properly completed and validly executed signed and accompanied by (A) Certificates representing certificates for the BB Common Shares to which such Election Form of Election relates (or customary affidavits andand indemnification regarding the loss or destruction of such certificate or certificates or by an appropriate guarantee of delivery of such certificates, if required by the procedures as set forth in such Election Form, from a member of any registered national securities exchange or of the Form National Association of ElectionSecurities Dealers, Inc. or a commercial bank or trust company in the posting United States provided such certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery). Failure to deliver BB Common Shares covered by such person a guarantee of a bond in such reasonable amount as delivery within the Form of Election may direct, as indemnity against any claim that may be made against the Surviving Company with respect to such Certificate) or (B) in the case of Uncertificated Shares, any additional documents required by the procedures time set forth in the Form of Election. Parent and the Company shall publicly announce the anticipated Election Date at least five (5) Business Days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Date on such guarantee shall be similarly delayed deemed to a subsequent date, and Parent and the Company shall promptly announce invalidate any such delay and, when determined, the rescheduled Election Dateotherwise properly made Election. (d) After a Mixed Election, a Cash Any holder of BB Common Shares may at any time prior to the Election Deadline revoke or a Stock Election is validly made with respect to any Shares, no further registration of transfers of such shares shall be made on the stock transfer books of the Company, unless and until such Mixed Election, Cash Election change his or Stock Election is properly revoked in accordance with this Section 4.3. Any Mixed Election, Cash Election or Stock Election may be revoked with respect to all or a portion of the Shares subject thereto by the holder who submitted the applicable Form of her Election by written notice received by the Exchange Agent prior to 5:00 p.m. (New York City time) on the Election DateDeadline accompanied by a properly completed and signed, revised Election Form or by withdrawal of his or her certificates for BB Common Shares, or of the guarantee of delivery of such certificates, previously deposited with the Exchange Agent. In addition, all Mixed Elections, Cash Elections and Stock All Elections shall automatically be revoked automatically if this Agreement is terminated in accordance with Article VIII. If a Mixed Election, a Cash Election or a Stock Election is revoked, the Shares to which such election previously applied shall be treated as Non-Electing Shares unless and until a Mixed Election, a Cash Election or a Stock Election in respect of such Shares is subsequently submitted to the Exchange Agent on is notified in writing by VA or BB that this Agreement has been terminated. In the event an Election Form is revoked prior to the Election Date in accordance with this Section 4.3. Certificates will not Deadline, the shares of BB Common Stock represented by such Election Form shall be promptly returned without charge to holders unless the person submitting the Election Form upon written request to that effect from the holder so requestswho submitted 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. The Exchange Agent shall be under no obligation to notify any person of any defect in an Election Form. (e) The determination of Within two Business Days after the Election Deadline, unless the Effective Time has not yet occurred, in which case within one Business Day prior to the Effective Time, VA shall cause the Exchange Agent to effect the allocation among the holders of BB Common Stock and BB Options of rights to receive MINT Common Stock, Cash Consideration or cash (or the joint determination in respect of Parent and the Company, a Cashout Election) in the event that the Exchange Agent declines to make any such determination) shall be conclusive and binding as to whether or not a Mixed Election, a Cash Election or a Stock Election has been properly made or revoked pursuant to this Section 4.3 and as to when Mixed Elections, Cash Elections and Stock Elections and revocations were received by the Exchange Agent. The Exchange Agent (or Parent and the Company jointly, in the event that the Exchange Agent declines to make the following computation) shall also make all computations contemplated by Section 4.1, and absent manifest error this computation shall be conclusive and binding. The Exchange Agent may, with the written agreement of Parent and the Company, make any rules as are consistent with this Section 4.3 for the implementation of Mixed Elections, Cash Elections and Stock Elections as shall be necessary or desirable to effect such elections Scheme in accordance with the terms of this AgreementSections 2.12 and 2.14.

Election Procedure. The notice of the special meeting of members shall be accompanied by a form of proxy and an election form (the "Election Form") on which an Eligible Shareholder may request to receive, with respect to all (but not less than all) of its Issued Company Shares, the Cash Consideration instead of Sponsor Shares (a "Cash Election") pursuant to the Merger subject to and in accordance with the following: (a) Each person whoIf the amount available to be paid in the form of cash and Policy Credits as determined under Section 3.6 is inadequate, on or prior after the crediting of Policy Credits and payment of cash pursuant to Section 3.2, to pay cash to all the Election DateEligible Shareholders making a Cash Election, is a registered holder of Shares, other than Excluded Shares, the amount available shall be entitled distributed to specify such Eligible Shareholders in accordance with the number of Issued Company Shares owned by such holder’s Eligible Shareholders, beginning with the Eligible Shareholders issued the smallest number of Issued Company Shares with respect and continuing to Eligible Shareholders issued the largest number of Issued Company Shares at which Cash Elections can be completely satisfied using such holder makes a Mixed Election, amount of available funds. Eligible Shareholders who have made a Cash Election or a Stock Election by complying with but are not entitled to receive cash pursuant to the procedures set forth in this Section 4.3operation of the previous sentence shall receive Sponsor Shares. (b) Parent shall prepare Any Cash Election will only have been made properly if the Conversion Agent receives the Election Form properly completed and file as an exhibit signed by 5:00 p.m. local time in the city in which the principal office of the Conversion Agent is located, on the fifth Trading Day prior to the Form S-4 a form of election (the “Form of Election”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery date of the Form of Election and such Certificates to the Exchange Agent, and which shall be in such form and shall have Company Special Meeting (or such other customary provisions time and date as Parent Sponsor and the Company may reasonably agree) and (the Company shall mail to each registered holder of Shares as of the record date for the Company Shareholders Meeting the Form of "Election with the Company’s proxy statement. The Form of Election shall be used by each registered holder of Shares (or, in the case of nominee holders, the beneficial owner through proper instructions and documentation) to make a Mixed Election, a Cash Election or a Stock Election. In the event that a holder fails to make a Mixed Election, a Cash Election or a Stock Election with respect to any Shares held or beneficially owned by such holder, then such holder shall be deemed to have made a Mixed Election with respect to those Shares (each such Share, a “Non-Electing Share”Deadline"). The Company shall use its commercially reasonable efforts to make the Form of Election available to all persons who become registered holders of Shares during the period between the record date for the Company Shareholders Meeting and the Election Date. (c) Any holder’s election will be deemed properly made only if the Exchange Agent has received at Eligible Shareholder may revoke its designated office, by 5:00 p.m. (New York City time) on (i) the date of the Company Shareholders Meeting or (ii) if the Closing Date is more than four (4) Business Days after the date of the Company Shareholders Meeting, the date that is two (2) Business Days preceding the Closing Date (the “Election Date”), a Form of Election duly completed and validly executed and accompanied by (A) Certificates representing the Shares to which such Form of Election relates (or customary affidavits and, if required by the procedures set forth in the Form of Election, the posting by such person of a bond in such reasonable amount as the Form of Election may direct, as indemnity against any claim that may be made against the Surviving Company with respect to such Certificate) or (B) in the case of Uncertificated Shares, any additional documents required by the procedures set forth in the Form of Election. Parent and the Company shall publicly announce the anticipated Election Date at least five (5) Business Days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Date shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Date. (d) After a Mixed Election, a Cash Election or a Stock Election is validly made with respect to any Shares, no further registration of transfers of such shares shall be made on the stock transfer books of the Company, unless and until such Mixed Election, Cash Election or Stock Election is properly revoked in accordance with this Section 4.3. Any Mixed Election, Cash Election or Stock Election may be revoked with respect to all or a portion of the Shares subject thereto by the holder who submitted the applicable Form of Election by written notice received by the Exchange Conversion Agent prior to 5:00 p.m. (New York City time) on the Election Date. In addition, all Mixed Elections, Cash Elections and Stock Elections shall automatically be revoked if this Agreement is terminated in accordance with Article VIII. If a Mixed Election, a Cash Election or a Stock Election is revoked, the Shares to which such election previously applied shall be treated as Non-Electing Shares unless and until a Mixed Election, a Cash Election or a Stock Election in respect of such Shares is subsequently submitted to the Exchange Agent on or at any time prior to the Election Date Deadline accompanied by a properly completed and signed, revised Election Form. All Cash Elections will be revoked automatically if the Conversion Agent is notified in accordance with writing by Sponsor or the Company that this Section 4.3. Certificates Agreement has been terminated. (d) Sponsor will not have reasonable discretion, which it may delegate in whole or in part to the Conversion Agent, to determine whether any election or revocation has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of Sponsor or the Conversion Agent regarding such matters will be returned to holders unless the holder so requestsbinding and conclusive. (e) The determination All Issued Company Shares in respect of the Exchange Agent (or the joint determination of Parent and the Company, in the event that the Exchange Agent declines to make any such determination) shall be conclusive and binding as to whether or not a Mixed Election, which a Cash Election is not made by the Election Deadline or is made but cash may not be paid as a Stock result of the limitation set forth in Section 3.5(a), or in respect of which the Conversion Agent determines a Cash Election has not been properly made or revoked pursuant to this Section 4.3 and as to when Mixed Electionstimely made, Cash Elections and Stock Elections and revocations were received by the Exchange Agent. The Exchange Agent (or Parent and the Company jointly, shall be exchanged in the event that Merger for Sponsor Shares. (f) Neither Sponsor nor the Exchange Conversion Agent declines will have any obligation to make the following computation) shall also make all computations contemplated by Section 4.1, and absent manifest error this computation shall be conclusive and binding. The Exchange Agent may, with the written agreement notify any Person of Parent and the Company, make any rules as are consistent with this Section 4.3 for the implementation of Mixed Elections, Cash Elections and Stock Elections as shall be necessary or desirable to effect such elections defect in accordance with the terms of this Agreementan Election Form.

Election Procedure. (a) Each person who, on or prior to the Election DateDeadline, is a registered record holder of Shares, shares of Company Common Stock other than Excluded Shares, Shares shall be entitled to specify the number of such holder’s Shares shares of Company Common Stock with respect to which such holder makes a Mixed Cash Election, a Cash Share Election or a Stock Election by complying with the procedures set forth in this Section 4.3Mixed Election. (b) Parent Acquiror shall prepare and file as an exhibit to the Form S-4 a form of election (the “Form of Election”) (which in form and substance reasonably acceptable to the Company. The Form of Election shall specify that delivery shall be effected, and risk of loss and title to the any Company Stock Certificates shall pass, only upon proper delivery of the Form of Election and such any Company Stock Certificates in accordance with Section 2.4. The Company shall mail the Form of Election on a date to the Exchange Agent, and which shall be in such form and shall have such other customary provisions as Parent mutually agreed by Acquiror and the Company may reasonably agreethat is not more than forty-five (45), nor less than thirty (30) days, prior to the anticipated Closing Date or such other date as Acquiror and the Company shall mail mutually agree (the “Mailing Date”) to each registered holder all persons who are record holders of Shares shares of Company Common Stock as of the record date for close of business on the Company Shareholders Meeting fifth (5th) Business Day prior to the Mailing Date (the “Election Form of Election with the Company’s proxy statementRecord Date”). The Form of Election shall be used by each registered record holder of Shares shares of Company Common Stock (or, in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to make a Mixed Cash Election, a Cash Share Election or a Stock Election. In the event that a holder fails to make a Mixed Election, a Cash Election or a Stock Election with respect to any Shares held or beneficially owned by such holder, then such holder shall be deemed to have made a Mixed Election with respect to those Shares (each such Share, a “Non-Electing Share”). The Company shall use its commercially reasonable best efforts to make the Form of Election available as may be reasonably requested from time to time by all persons who become registered record holders of Shares shares of Company Common Stock during the period between the record date for the Company Shareholders Meeting Election Form Record Date and the Election DateDeadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for Acquiror and the Exchange Agent to perform as specified herein. (c) Any holder’s election will be deemed shall have been properly made only if the Exchange Agent has shall have received at its designated office, office by 5:00 p.m. p.m., local time, on the twenty-fifth (New York City time25th) on day following the Mailing Date (i) the or such other time and date of as Acquiror and the Company Shareholders Meeting or (iimay agree) if the Closing Date is more than four (4) Business Days after the date of the Company Shareholders Meeting, the date that is two (2) Business Days preceding the Closing Date (the “Election DateDeadline”), a Form of Election duly properly completed and validly executed signed and accompanied by by: (Ai) Company Stock Certificates representing the Shares shares of Company Common Stock to which such Form of Election relates relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or customary affidavits and, if required by the procedures an appropriate guarantee of delivery of such Company Certificates as set forth in the Form of Election, the posting by such person of a bond in such reasonable amount as the Form of Election may directfrom a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, as indemnity against any claim that may be made against such Company Stock Certificates are in fact delivered to the Surviving Company with respect to Exchange Agent by the time set forth in such Certificate) or guarantee of delivery);or (Bii) in the case of Uncertificated Sharesbook-entry shares, any additional documents required by the procedures set forth in the Form of Election. Parent After a Cash Election, a Share Election or a Mixed Election is properly made with respect to any shares of Company Common Stock, no further registration of transfers of such shares of Company Common Stock shall be made on the stock transfer books of the Company, unless and until such Cash Election, Share Election or Mixed Election is properly revoked. (d) Acquiror and the Company shall publicly announce the anticipated Election Date Deadline at least five three (53) Business Days prior to the anticipated Closing DateElection Deadline. If the Closing Date is delayed to a subsequent date, the Election Date shall Deadline may, upon mutual agreement of Acquiror and the Company, be similarly delayed to a subsequent date, and Parent Acquiror and the Company shall promptly announce any such delay and, when determined, the rescheduled Election DateDeadline. (de) After a Mixed Any Cash Election, a Cash Share Election or a Stock Election is validly made with respect to any Shares, no further registration of transfers of such shares shall be made on the stock transfer books of the Company, unless and until such Mixed Election, Cash Election or Stock Election is properly revoked in accordance with this Section 4.3. Any Mixed Election, Cash Election or Stock Election may be revoked with respect to all or a portion of the Shares shares of Company Common Stock subject thereto by the holder who submitted the applicable Form of Election by written notice received by the Exchange Agent prior to 5:00 p.m. (New York City time) on the Election DateDeadline. In addition, all Mixed Cash Elections, Cash Share Elections and Stock Mixed Elections shall automatically be revoked if this Agreement is terminated in accordance with Article VIIIits terms. If a Mixed Cash Election, a Cash Share Election or a Stock Mixed Election is revoked, the Shares shares as to which such election previously applied shall be treated as Non-Electing Company Shares unless and until a Mixed Election, a Cash Election or a contrary election is properly made by the holder within the period during which elections are permitted to be made pursuant to Section 2.6. Company Stock Election in respect of such Shares is subsequently submitted to the Exchange Agent on or prior to the Election Date in accordance with this Section 4.3. Certificates will not be returned to holders in the event an election is revoked unless the holder so requests. (ef) The Subject to the terms of this Agreement and the Form of Election, the reasonable, good-faith determination of the Exchange Agent (or the joint determination of Parent Acquiror and the Company, in the event that the Exchange Agent declines to make any such determination) shall be conclusive and binding as to whether or not a Cash Elections, Mixed Election, a Cash Election or a Stock Election has Elections and Share Elections shall have been properly made or revoked pursuant to this Section 4.3 2.6 (and to disregard any immaterial defects in the Forms of Election) and as to when Cash Elections, Mixed Elections, Cash Elections and Stock Share Elections and revocations were received by the Exchange Agent. The Exchange Agent (or Parent Acquiror and the Company jointly, in the event that the Exchange Agent declines to make the following computation) shall also make all computations contemplated by Section 4.12.1(a), and absent manifest error this computation shall be conclusive and binding. The Exchange Agent may, with the written agreement of Parent and Acquiror (subject to the consent of the Company, not to be unreasonably withheld), make any rules as are consistent with this Section 4.3 2.6 for the implementation of Mixed the Cash Elections, Cash Mixed Elections and Stock Share Elections provided for in this Agreement as shall be necessary or desirable to effect such elections these Cash Elections, Mixed Elections and Share Elections. None of Acquiror, the Company or the Exchange Agent shall be under any obligation to notify any person of any defect in accordance with the terms a Form of this AgreementElection.

Election Procedure. (a) Each person whoNo later than three business days following the Effective Time, on NB&T shall cause the Exchange Agent to mail or make available to each holder of record of a certificate or certificates which immediately prior to the Election DateEffective Time represented issued and outstanding CNC Common Shares (“Old Certificates”): (i) a notice and letter of transmittal, is a registered holder of Shares, other than Excluded Shares, shall be entitled to specify the number of such holder’s Shares with respect to which such holder makes a Mixed Election, a Cash Election or a Stock Election by complying with the procedures set forth in this Section 4.3. (b) Parent shall prepare and file as an exhibit to the Form S-4 a form of election (the “Form of Election”) (which shall specify specifying that delivery shall be effected, effected and risk of loss and title to the Old Certificates shall pass, pass only upon proper delivery of the Form of Election and such Certificates certificates to the Exchange AgentAgent and advising such holder of the effectiveness of the Parent Merger and the procedure for surrendering to the Exchange Agent the Old Certificates in exchange for the consideration set forth in Section 3.01, and which shall be (ii) an election form in such form as NB&T and CNC shall have such other customary provisions as Parent and mutually agree (the Company may reasonably agree) and “Election Form”). Each Election Form shall permit the Company shall mail to each registered holder of Shares as of the record date for the Company Shareholders Meeting the Form of Election with the Company’s proxy statement. The Form of Election shall be used by each registered holder of Shares (or, or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) (i) to make a Mixed Election, a Cash Election or a Stock Election. In the event that a holder fails elect to make a Mixed Election, a Cash Election or a Stock Election receive NB&T Common Shares with respect to any Shares held or beneficially owned by all of such holder’s CNC Common Shares, then (ii) to elect to receive cash with respect to all of such holder’s CNC Common Shares, (iii) to elect to receive cash with respect to some of such holder’s CNC Common Shares and to receive NB&T Common Shares with respect to such holder’s remaining CNC Common Shares, or (iv) to indicate that such holder makes no such election with respect to such holder’s CNC Common Shares (“No Election Shares”); provided, however, that each holder of Mandatory Cash Shares shall be permitted to elect only to receive cash with respect to such holder’s Mandatory Cash Shares. Any CNC Common Shares with respect to which the holder has elected to receive cash (including Mandatory Cash Shares) are hereinafter referred to as “Cash Election Shares,” and any CNC Common Shares with respect to which the holder has elected to receive NB&T Common Shares are hereinafter referred to as “Stock Election Shares.” Any CNC Common Shares with respect to which the holder thereof shall not, as of the Election Deadline, have made an election by submission to the Exchange Agent of an effective, properly completed Election Form shall be deemed to have made a Mixed be No Election with respect to those Shares. Any Dissenting Shares (each such Share, a “Non-Electing Share”). The Company shall use its commercially reasonable efforts to make the Form of Election available to all persons who become registered holders of Shares during the period between the record date for the Company Shareholders Meeting and the Election Date. (c) Any holder’s election will be deemed properly made only if the Exchange Agent has received at its designated office, by 5:00 p.m. (New York City time) on (i) the date to be Cash Election Shares for purposes of the Company Shareholders Meeting or (ii) if the Closing Date is more than four (4) Business Days after the date allocation provisions of the Company Shareholders Meeting, the date that is two (2) Business Days preceding the Closing Date (the “Election Date”), a Form of Election duly completed and validly executed and accompanied by (A) Certificates representing the Shares to which such Form of Election relates (or customary affidavits and, if required by the procedures set forth in the Form of Election, the posting by such person of a bond in such reasonable amount as the Form of Election may direct, as indemnity against any claim that may be made against the Surviving Company with respect to such Certificate) or (B) in the case of Uncertificated Shares, any additional documents required by the procedures set forth in the Form of Election. Parent and the Company shall publicly announce the anticipated Election Date at least five (5) Business Days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Date shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Date. Subsection (d) After a Mixed Electionbelow, a Cash Election or a Stock Election is validly made with respect to any Shares, but in no further registration of transfers of event shall such shares shall be made on the stock transfer books of the Company, unless and until such Mixed Election, Cash Election or classified as Reallocated Stock Election is properly revoked in accordance with this Section 4.3. Any Mixed Election, Cash Election or Stock Election may be revoked with respect to all or a portion of the Shares subject thereto by the holder who submitted the applicable Form of Election by written notice received by the Exchange Agent prior to 5:00 p.m. (New York City time) on the Election Date. In addition, all Mixed Elections, Cash Elections and Stock Elections shall automatically be revoked if this Agreement is terminated in accordance with Article VIII. If a Mixed Election, a Cash Election or a Stock Election is revoked, the Shares to which such election previously applied shall be treated as Non-Electing Shares unless and until a Mixed Election, a Cash Election or a Stock Election in respect of such Shares is subsequently submitted to the Exchange Agent on or prior to the Election Date in accordance with this Section 4.3. Certificates will not be returned to holders unless the holder so requestsShares. (e) The determination of the Exchange Agent (or the joint determination of Parent and the Company, in the event that the Exchange Agent declines to make any such determination) shall be conclusive and binding as to whether or not a Mixed Election, a Cash Election or a Stock Election has been properly made or revoked pursuant to this Section 4.3 and as to when Mixed Elections, Cash Elections and Stock Elections and revocations were received by the Exchange Agent. The Exchange Agent (or Parent and the Company jointly, in the event that the Exchange Agent declines to make the following computation) shall also make all computations contemplated by Section 4.1, and absent manifest error this computation shall be conclusive and binding. The Exchange Agent may, with the written agreement of Parent and the Company, make any rules as are consistent with this Section 4.3 for the implementation of Mixed Elections, Cash Elections and Stock Elections as shall be necessary or desirable to effect such elections in accordance with the terms of this Agreement.

Election Procedure. (a) Each person whoNo later than five business days following the Effective Time, on Peoples shall cause the Exchange Agent to mail or make available to each holder of record of a certificate or certificates which immediately prior to the Election Date, is Effective Time represented issued and outstanding KBI Shares (i) a registered holder notice and letter of Shares, other than Excluded Shares, shall be entitled to specify the number of such holder’s Shares with respect to which such holder makes a Mixed Election, a Cash Election or a Stock Election by complying with the procedures set forth in this Section 4.3. (b) Parent shall prepare and file as an exhibit to the Form S-4 a form of election (the “Form of Election”) transmittal (which shall specify that delivery shall be effected, effected and risk of loss and title to the Certificates certificates theretofore representing KBI Shares shall pass, pass only upon proper delivery of the Form of Election and such Certificates certificates to the Exchange Agent, ) advising such holder of the effectiveness of the Merger and which shall be the procedure for surrendering to the Exchange Agent such certificate or certificates in exchange for the consideration set forth in Section 2.01(a) deliverable pursuant to this Agreement and (ii) an election form in such form as Peoples and KMI shall have such other customary provisions as Parent and mutually agree ("Election Form"). Each Election Form shall permit the Company may reasonably agree) and the Company shall mail to each registered holder of Shares as of the record date for the Company Shareholders Meeting the Form of Election with the Company’s proxy statement. The Form of Election shall be used by each registered holder of Shares (or, or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) (i) to make a Mixed Election, a Cash Election or a Stock Election. In the event that a holder fails elect to make a Mixed Election, a Cash Election or a Stock Election receive Peoples Shares with respect to any Shares held or beneficially owned by all such holders KBI Shares, (ii) to elect to receive cash with respect to all such holder's KBI Shares, then (iii) to elect to receive cash with respect to some of such holder's KBI Shares and to receive Peoples Shares with respect to such holder's other KBI Shares, or (iv) to indicate that such holder makes no such election with respect to such holder's KBI Shares ("No-Election Shares"). Any KBI Shares with respect to which the holder has elected to receive cash are hereinafter referred to as "Cash Election Shares," and any KBI Shares with respect to which the holder has elected to receive Peoples Shares are hereinafter referred to as "Stock Election Shares." Any KBI Shares with respect to which the holder thereof shall not, as of the Election Deadline (as defined in Section 2.02(c) below), have made an election by submission to the Exchange Agent of an effective, properly completed Election Form shall be deemed to have made a Mixed be No-Election with respect to those Shares. Any KBI Dissenting Shares (each such Share, a “Non-Electing Share”). The Company shall use its commercially reasonable efforts to make the Form of Election available to all persons who become registered holders of Shares during the period between the record date for the Company Shareholders Meeting and the Election Date. (c) Any holder’s election will be deemed properly made only if the Exchange Agent has received at its designated officeto be Cash Election Shares, by 5:00 p.m. (New York City time) on (i) the date of the Company Shareholders Meeting or (ii) if the Closing Date is more than four (4) Business Days after the date of the Company Shareholders Meeting, the date that is two (2) Business Days preceding the Closing Date (the “Election Date”), a Form of Election duly completed and validly executed and accompanied by (A) Certificates representing the Shares to which such Form of Election relates (or customary affidavits and, if required by the procedures set forth in the Form of Election, the posting by such person of a bond in such reasonable amount as the Form of Election may direct, as indemnity against any claim that may be made against the Surviving Company with respect to such Certificateshares the holders thereof shall in no event be classified as Reallocated Stock Shares (as defined in Section 2.02(d)(ii)(B) or (B) in the case of Uncertificated Shares, any additional documents required by the procedures set forth in the Form of Election. Parent and the Company shall publicly announce the anticipated Election Date at least five (5) Business Days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Date shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Datebelow). (d) After a Mixed Election, a Cash Election or a Stock Election is validly made with respect to any Shares, no further registration of transfers of such shares shall be made on the stock transfer books of the Company, unless and until such Mixed Election, Cash Election or Stock Election is properly revoked in accordance with this Section 4.3. Any Mixed Election, Cash Election or Stock Election may be revoked with respect to all or a portion of the Shares subject thereto by the holder who submitted the applicable Form of Election by written notice received by the Exchange Agent prior to 5:00 p.m. (New York City time) on the Election Date. In addition, all Mixed Elections, Cash Elections and Stock Elections shall automatically be revoked if this Agreement is terminated in accordance with Article VIII. If a Mixed Election, a Cash Election or a Stock Election is revoked, the Shares to which such election previously applied shall be treated as Non-Electing Shares unless and until a Mixed Election, a Cash Election or a Stock Election in respect of such Shares is subsequently submitted to the Exchange Agent on or prior to the Election Date in accordance with this Section 4.3. Certificates will not be returned to holders unless the holder so requests. (e) The determination of the Exchange Agent (or the joint determination of Parent and the Company, in the event that the Exchange Agent declines to make any such determination) shall be conclusive and binding as to whether or not a Mixed Election, a Cash Election or a Stock Election has been properly made or revoked pursuant to this Section 4.3 and as to when Mixed Elections, Cash Elections and Stock Elections and revocations were received by the Exchange Agent. The Exchange Agent (or Parent and the Company jointly, in the event that the Exchange Agent declines to make the following computation) shall also make all computations contemplated by Section 4.1, and absent manifest error this computation shall be conclusive and binding. The Exchange Agent may, with the written agreement of Parent and the Company, make any rules as are consistent with this Section 4.3 for the implementation of Mixed Elections, Cash Elections and Stock Elections as shall be necessary or desirable to effect such elections in accordance with the terms of this Agreement.

Election Procedure. Each holder (or beneficial owner through ------------------ appropriate and customary documentation and instructions) of shares of Company Common Stock ("Shares") (other than holders of Shares to be canceled as set ------ forth in Section 2.1(a)) shall have the right to submit a request specifying the number of Shares that such holder desires to have converted into shares of Parent Common Stock in the Merger and the number of Shares that such holder desires to have converted into the right to receive Cash Consideration in the Merger in accordance with the following procedure: (a) Each person whoSubject to Section 2.3, on or prior to the Election Date, is a registered each holder of Shares, other than Excluded Shares, shall be entitled to Shares may specify in a request made in accordance with the provisions of this Section 2.2 (herein called an "Election") (i) the number of Shares owned by such holder’s holder that -------- - such holder desires to have converted into Parent Common Stock in the Merger (a "Stock Election") and (ii) the number of Shares with respect owned by such -------------- -- holder that such holder desires to have converted into the right to receive the Cash Consideration in the Merger (a "Cash Election") and (iii) the ------------- --- number of Shares owned by such holder as to which such holder makes has no preference as to the receipt of Cash Consideration or Parent Common Stock for such shares (a Mixed "Non-Election, a Cash Election or a Stock Election by complying with the procedures set forth in this Section 4.3."). ------------ (b) Parent shall prepare An election form and file as an exhibit to the Form S-4 a form of election (the “Form of Election”) 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 the Form of Election and such Certificates to the Exchange Agent, and which shall be ) in such form and shall have such other customary provisions as Parent and the Company may reasonably agreeshall mutually agree (the "Election Form") shall be mailed thirty ------------- days prior to the anticipated Effective Time or on such other date as Parent and the Company shall mail mutually agree (the "Mailing Date") to each registered ------------ holder of Shares record of Company Common Stock as of five business days prior to the record date for the Company Shareholders Meeting the Form of Election with the Company’s proxy statement. The Form of Election shall be used by each registered holder of Shares (or, in the case of nominee holders, the beneficial owner through proper instructions and documentation) to make a Mixed Election, a Cash Election or a Stock Election. In the event that a holder fails to make a Mixed Election, a Cash Election or a Stock Election with respect to any Shares held or beneficially owned by such holder, then such holder shall be deemed to have made a Mixed Election with respect to those Shares (each such Share, a “Non-Electing Share”). The Company shall use its commercially reasonable efforts to make the Form of Election available to all persons who become registered holders of Shares during the period between the record date for the Company Shareholders Meeting and the Election Mailing Date. (c) Any holder’s election will be deemed Election shall have been made properly made only if the Exchange Agent has received at its designated officeshall have received, by 5:00 p.m. local time in the city in which the principal office of such Exchange Agent is located, on the fifth day prior to the anticipated Effective Time (New York City time) on (i) the or such other time and date of as Parent and the Company Shareholders Meeting or (iishall mutually agree) if the Closing Date is more than four (4) Business Days after the date of the Company Shareholders Meeting, the date that is two (2) Business Days preceding the Closing Date (the “"Election Date”Deadline"), a an ----------------- Election Form of Election duly properly completed and validly executed signed and accompanied by (A) Certificates representing for the Shares to which such Election Form of Election relates (or customary affidavits andand indemnification regarding the loss or destruction of such Certificate or Certificates or by an appropriate guarantee of delivery of such Certificates, if required by the procedures as set forth in such Election Form, from a member of any registered national securities exchange or of the Form National Association of ElectionSecurities Dealers, Inc. or a commercial bank or trust company in the posting United States provided such certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery). Failure to deliver Shares covered by such person a guarantee of a bond in such reasonable amount as delivery within the Form of Election may direct, as indemnity against any claim that may be made against the Surviving Company with respect to such Certificate) or (B) in the case of Uncertificated Shares, any additional documents required by the procedures time set forth in the Form of Election. Parent and the Company shall publicly announce the anticipated Election Date at least five (5) Business Days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Date on such guarantee shall be similarly delayed deemed to a subsequent date, and Parent and the Company shall promptly announce invalidate any such delay and, when determined, the rescheduled Election Dateotherwise properly made Election. (d) After a Mixed Election, a Cash Any Company stockholder may at any time prior to the Election Deadline revoke or a Stock Election is validly made with respect to any Shares, no further registration of transfers of such shares shall be made on the stock transfer books of the Company, unless and until such Mixed Election, Cash Election change his or Stock Election is properly revoked in accordance with this Section 4.3. Any Mixed Election, Cash Election or Stock Election may be revoked with respect to all or a portion of the Shares subject thereto by the holder who submitted the applicable Form of her Election by written notice received by the Exchange Agent prior to 5:00 p.m. (New York City time) on the Election DateDeadline accompanied by a properly completed and signed, revised Election Form or by withdrawal of his or her Certificates for Shares, or of the guarantee of delivery of such Certificates, previously deposited with the Exchange Agent. In addition, all Mixed Elections, Cash Elections and Stock Elections shall automatically be the event an Election Form is revoked if this Agreement is terminated in accordance with Article VIII. If a Mixed Election, a Cash Election or a Stock Election is revoked, the Shares to which such election previously applied shall be treated as Non-Electing Shares unless and until a Mixed Election, a Cash Election or a Stock Election in respect of such Shares is subsequently submitted to the Exchange Agent on or prior to the Election Date Deadline, the Shares represented by such Election Form shall (except in accordance with this Section 4.3. Certificates will not the case of an All Cash Transaction) be promptly returned without charge to holders unless the person submitting the Election Form upon written request to that effect from the holder so requestswho submitted 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. The Exchange Agent shall be under no obligation to notify any person of any defect in an Election Form. All Elections shall be revoked automatically in the event of an All Cash Transaction or if the Exchange Agent is notified in writing by Parent or the Company that this Agreement has been terminated. (e) The determination of Within fifteen calendar 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 the joint determination of Parent and the Company, Cash Consideration in the event that the Exchange Agent declines to make any such determination) shall be conclusive and binding as to whether or not a Mixed Election, a Cash Election or a Stock Election has been properly made or revoked pursuant to this Section 4.3 and as to when Mixed Elections, Cash Elections and Stock Elections and revocations were received by the Exchange Agent. The Exchange Agent (or Parent and the Company jointly, in the event that the Exchange Agent declines to make the following computation) shall also make all computations contemplated by Section 4.1, and absent manifest error this computation shall be conclusive and binding. The Exchange Agent may, with the written agreement of Parent and the Company, make any rules as are consistent with this Section 4.3 for the implementation of Mixed Elections, Cash Elections and Stock Elections as shall be necessary or desirable to effect such elections Merger in accordance with the terms of this AgreementSection 2.3.

Election Procedure. No later than three (a3) Each person whobusiness days following the Effective Time, on Rurban shall cause the Exchange Agent to mail or make available to each holder of record of a certificate or certificates which immediately prior to the Election DateEffective Time represented issued and outstanding Exchange Shares (“Exchange Certificate”): (i) a notice and letter of transmittal, is a registered holder of Shares, other than Excluded Shares, shall be entitled to specify the number of such holder’s Shares with respect to which such holder makes a Mixed Election, a Cash Election or a Stock Election by complying with the procedures set forth in this Section 4.3. (b) Parent shall prepare and file as an exhibit to the Form S-4 a form of election (the “Form of Election”) (which shall specify specifying that delivery shall be effected, effected and risk of loss and title to the Exchange Certificates shall pass, pass only upon proper delivery of the Form of Election and such Certificates certificates to the Exchange AgentAgent and advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Exchange Agent the Exchange Certificate in exchange for the consideration set forth in Section 2.01, and which shall be (ii) an election form in such form as Rurban and Exchange shall have such other customary provisions as Parent and mutually agree (“Election Form”). Each Election Form shall permit the Company may reasonably agree) and the Company shall mail to each registered holder of Shares as of the record date for the Company Shareholders Meeting the Form of Election with the Company’s proxy statement. The Form of Election shall be used by each registered holder of Shares (or, or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) (i) to make a Mixed Election, a Cash Election or a Stock Election. In the event that a holder fails elect to make a Mixed Election, a Cash Election or a Stock Election receive Rurban Shares with respect to any Shares held or beneficially owned by all of such holder’s Exchange Shares, then (ii) to elect to receive cash with respect to all of such holder’s Exchange Shares, (iii) to elect to receive cash with respect to some of such holder’s Exchange Shares and to receive Rurban Shares with respect to such holder’s remaining Exchange Shares, or (iv) to indicate that such holder makes no such election with respect to such holder’s Exchange Shares (“No-Election Shares”); provided, however, that each holder of Mandatory Cash Shares shall be permitted to elect only to receive cash with respect to such holder’s Mandatory Cash Shares. Any Exchange Shares with respect to which the holder has elected to receive cash (including Mandatory Cash Shares) are hereinafter referred to as “Cash Election Shares,” and any Exchange Shares with respect to which the holder has elected to receive Rurban Shares are hereinafter referred to as “Stock Election Shares.” Any Exchange Shares with respect to which the holder thereof shall not, as of the Election Deadline (as defined in Section 2.02(c) below), have made an election by submission to the Exchange Agent of an effective, properly completed Election Form shall be deemed to have made a Mixed be No-Election with respect to those Shares. Any Exchange Dissenting Shares (each such Share, a “Non-Electing Share”). The Company shall use its commercially reasonable efforts to make the Form of Election available to all persons who become registered holders of Shares during the period between the record date for the Company Shareholders Meeting and the Election Date. (c) Any holder’s election will be deemed properly made only if the Exchange Agent has received at its designated office, by 5:00 p.m. (New York City time) on (i) the date to be Cash Election Shares for purposes of the Company Shareholders Meeting or (ii) if the Closing Date is more than four (4) Business Days after the date allocation provisions of the Company Shareholders Meeting, the date that is two (2) Business Days preceding the Closing Date (the “Election Date”), a Form of Election duly completed and validly executed and accompanied by (A) Certificates representing the Shares to which such Form of Election relates (or customary affidavits and, if required by the procedures set forth in the Form of Election, the posting by such person of a bond in such reasonable amount as the Form of Election may direct, as indemnity against any claim that may be made against the Surviving Company with respect to such Certificate) or (B) in the case of Uncertificated Shares, any additional documents required by the procedures set forth in the Form of Election. Parent and the Company shall publicly announce the anticipated Election Date at least five (5) Business Days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Date shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Date. subsection (d) After a Mixed Electionbelow, a Cash Election or a Stock Election is validly made with respect to any Shares, but in no further registration of transfers of event shall such shares shall be made on the stock transfer books of the Company, unless and until such Mixed Election, Cash Election or classified as Reallocated Stock Election is properly revoked Shares (as defined in accordance with this Section 4.3. Any Mixed Election, Cash Election or Stock Election may be revoked with respect to all or a portion of the Shares subject thereto by the holder who submitted the applicable Form of Election by written notice received by the Exchange Agent prior to 5:00 p.m. (New York City time2.02(d)(ii)(B) on the Election Date. In addition, all Mixed Elections, Cash Elections and Stock Elections shall automatically be revoked if this Agreement is terminated in accordance with Article VIII. If a Mixed Election, a Cash Election or a Stock Election is revoked, the Shares to which such election previously applied shall be treated as Non-Electing Shares unless and until a Mixed Election, a Cash Election or a Stock Election in respect of such Shares is subsequently submitted to the Exchange Agent on or prior to the Election Date in accordance with this Section 4.3. Certificates will not be returned to holders unless the holder so requestsbelow). (e) The determination of the Exchange Agent (or the joint determination of Parent and the Company, in the event that the Exchange Agent declines to make any such determination) shall be conclusive and binding as to whether or not a Mixed Election, a Cash Election or a Stock Election has been properly made or revoked pursuant to this Section 4.3 and as to when Mixed Elections, Cash Elections and Stock Elections and revocations were received by the Exchange Agent. The Exchange Agent (or Parent and the Company jointly, in the event that the Exchange Agent declines to make the following computation) shall also make all computations contemplated by Section 4.1, and absent manifest error this computation shall be conclusive and binding. The Exchange Agent may, with the written agreement of Parent and the Company, make any rules as are consistent with this Section 4.3 for the implementation of Mixed Elections, Cash Elections and Stock Elections as shall be necessary or desirable to effect such elections in accordance with the terms of this Agreement.

Election Procedure. (a) Each person who, on or No later than 45 days prior to the Election DateEffective Time, is a registered OVBC shall cause the Exchange Agent to mail or make available to each holder of Shares, other than Excluded Shares, shall be entitled to specify the number record of such holder’s Shares with respect to a certificate or certificates which such holder makes a Mixed Election, a Cash Election or a Stock Election by complying with the procedures set forth in this Section 4.3. (b) Parent shall prepare and file as an exhibit immediately prior to the Form S-4 Effective Time represented issued and outstanding MB Common Shares ("Old Certificates"): (i) a form notice and letter of election (the “Form of Election”) (which shall specify transmittal, specifying that delivery shall be effected, effected and risk of loss and title to the Old Certificates shall pass, pass only upon proper delivery of the Form of Election and such Certificates certificates to the Exchange AgentAgent and advising such holder of the effectiveness of the Parent Merger and the procedure for surrendering to the Exchange Agent the Old Certificates in exchange for the consideration set forth in Section 3.01, and which shall be (ii) an election form in such form as OVBC and MB shall have such other customary provisions as Parent and the Company may reasonably agree) and the Company shall mail mutually agree to each registered holder of Shares as within 60 days of the record date for of this Agreement (the Company Shareholders Meeting "Election Form"). Each Election Form shall permit the Form of Election with the Company’s proxy statement. The Form of Election shall be used by each registered holder of Shares (or, or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) (i) to make a Mixed Election, a Cash Election or a elect to receive the Per Share Stock Election. In the event that a holder fails to make a Mixed Election, a Cash Election or a Stock Election Consideration with respect to any Shares held or beneficially owned by all of such holder's MB Common Shares, then (ii) to elect to receive the Per Share Cash Consideration with respect to all of such holder's MB Common Shares, (iii) to elect to receive the Per Share Cash Consideration with respect to some of such holder's MB Common Shares and to receive the Per Share Stock Consideration with respect to such holder's remaining MB Common Shares, or (iv) to indicate that such holder makes no such election with respect to such holder's MB Common Shares ("No Election Shares"). Any MB Common Shares with respect to which the holder has elected to receive the Per Share Cash Consideration are hereinafter referred to as "Cash Election Shares," and any MB Common Shares with respect to which the holder has elected to receive the Per Share Stock Consideration are hereinafter referred to as "Stock Election Shares." Any MB Common Shares with respect to which the holder thereof shall not, as of the Election Deadline, have made an election by submission to the Exchange Agent of an effective, properly completed Election Form shall be deemed to have made a Mixed be No Election with respect to those Shares. Any Dissenting Shares (each such Share, a “Non-Electing Share”). The Company shall use its commercially reasonable efforts to make the Form of Election available to all persons who become registered holders of Shares during the period between the record date for the Company Shareholders Meeting and the Election Date. (c) Any holder’s election will be deemed properly made only if the Exchange Agent has received at its designated office, by 5:00 p.m. (New York City time) on (i) the date to be Cash Election Shares for purposes of the Company Shareholders Meeting or (ii) if the Closing Date is more than four (4) Business Days after the date allocation provisions of the Company Shareholders Meeting, the date that is two (2) Business Days preceding the Closing Date (the “Election Date”), a Form of Election duly completed and validly executed and accompanied by (A) Certificates representing the Shares to which such Form of Election relates (or customary affidavits and, if required by the procedures set forth in the Form of Election, the posting by such person of a bond in such reasonable amount as the Form of Election may direct, as indemnity against any claim that may be made against the Surviving Company with respect to such Certificate) or (B) in the case of Uncertificated Shares, any additional documents required by the procedures set forth in the Form of Election. Parent and the Company shall publicly announce the anticipated Election Date at least five (5) Business Days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Date shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Date. Subsection (d) After a Mixed Electionbelow, a Cash Election or a Stock Election is validly made with respect to any Shares, but in no further registration of transfers of event shall such shares shall be made on the stock transfer books of the Company, unless and until such Mixed Election, Cash Election or classified as Reallocated Stock Election is properly revoked in accordance with this Section 4.3. Any Mixed Election, Cash Election or Stock Election may be revoked with respect to all or a portion of the Shares subject thereto by the holder who submitted the applicable Form of Election by written notice received by the Exchange Agent prior to 5:00 p.m. (New York City time) on the Election Date. In addition, all Mixed Elections, Cash Elections and Stock Elections shall automatically be revoked if this Agreement is terminated in accordance with Article VIII. If a Mixed Election, a Cash Election or a Stock Election is revoked, the Shares to which such election previously applied shall be treated as Non-Electing Shares unless and until a Mixed Election, a Cash Election or a Stock Election in respect of such Shares is subsequently submitted to the Exchange Agent on or prior to the Election Date in accordance with this Section 4.3. Certificates will not be returned to holders unless the holder so requestsShares. (e) The determination of the Exchange Agent (or the joint determination of Parent and the Company, in the event that the Exchange Agent declines to make any such determination) shall be conclusive and binding as to whether or not a Mixed Election, a Cash Election or a Stock Election has been properly made or revoked pursuant to this Section 4.3 and as to when Mixed Elections, Cash Elections and Stock Elections and revocations were received by the Exchange Agent. The Exchange Agent (or Parent and the Company jointly, in the event that the Exchange Agent declines to make the following computation) shall also make all computations contemplated by Section 4.1, and absent manifest error this computation shall be conclusive and binding. The Exchange Agent may, with the written agreement of Parent and the Company, make any rules as are consistent with this Section 4.3 for the implementation of Mixed Elections, Cash Elections and Stock Elections as shall be necessary or desirable to effect such elections in accordance with the terms of this Agreement.

Election Procedure. Each holder of Company Shares (other than holders ------------------ of Company Shares to be cancelled as set forth in Section 3.1(d)) shall have the right to submit a request specifying either that such holder's Company Shares shall be converted into the Parent Stock Consideration, Cash Consideration or a combination of Cash Consideration and Parent Stock Consideration, without interest, in the Merger in accordance with the following procedure: (a) Each person who, on or prior to the Election Date, is a registered holder of Shares, other than Excluded Shares, shall be entitled Parent Stock may specify in a request made in accordance with the provisions of this Section 3.2 (herein called an "Election") to specify the number of such holder’s Shares with respect to which either: (i) convert each Company Share owned by such holder makes into the right to receive the Parent Stock Consideration in the Merger (a Mixed "Stock Election"); (ii) convert each Company Share owned by such holder into the right to receive the Cash Consideration in the Merger (a "Cash Election"); or (iii) convert a portion of the Company Shares owned by such holder into the right to receive the Cash Consideration in the Merger, and a Cash portion of the Company Shares owned by each such holder into the right to receive the Parent Stock Consideration in the Merger (a "Cash/Stock Election"). A Form of Election or a Stock Election by complying with the procedures set forth (as defined in this Section 4.3. (b) Parent shall prepare and file as an exhibit to the Form S-4 a form of election (the “Form of Election”below) (which shall specify that delivery shall be effected, included with each copy of the Proxy Statement (as defined in Section 4.10) mailed to shareholders of the Company in connection with the meeting of shareholders called to consider the approval of this Agreement. Parent and risk of loss and title the Company shall each use its reasonable best efforts to the Certificates shall pass, only upon delivery of mail or otherwise make available the Form of Election and such Certificates to the Exchange Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) and the Company shall mail to each registered holder of Shares as of the record date for the Company Shareholders Meeting the Form of Election with the Company’s proxy statement. The Form of Election shall be used by each registered holder of Shares (or, in the case of nominee holders, the beneficial owner through proper instructions and documentation) to make a Mixed Election, a Cash Election or a Stock Election. In the event that a holder fails to make a Mixed Election, a Cash Election or a Stock Election with respect to any Shares held or beneficially owned by such holder, then such holder shall be deemed to have made a Mixed Election with respect to those Shares (each such Share, a “Non-Electing Share”). The Company shall use its commercially reasonable efforts to make the Form of Election available to all persons who become registered holders of Company Shares during the period between the record date for the Company Shareholders Meeting such shareholder meeting and the Election DateDeadline (as defined in Section 3.2(d)). (b) Parent shall prepare a form (the "Form of Election"), which shall be in form and substance acceptable to the Company, pursuant to which each holder of Company Shares at the close of business on the Election Deadline may make an Election and which shall be mailed to the Company's shareholders in accordance with Section 3.2(a) so as to permit the Company's shareholders to exercise their right to make an Election prior to the Election Deadline. (c) Holders of record of Company Shares who hold such shares as nominees, trustees, or in other representative capacities may submit multiple Forms of Election, provided that such representative certifies that each Form of Election covers all Shares held by such representative for a particular beneficial owner. (d) Not later than the filing of the Joint Proxy Statement with the Securities and Exchange Commission (the "SEC") (as defined below), as contemplated in Section 6.9 hereof, Parent shall appoint a bank acceptable to the Company as the person to receive Forms of Election and to act as exchange agent under this Agreement, which bank shall be acceptable to the Company (the "Exchange Agent"). Any holder’s election will be deemed Company shareholder's Election shall have been made properly made only if the Exchange Agent has received at its designated officeshall have received, by 5:00 p.m. (New York City time) local time in the city in which the principal office of such Exchange Agent is located, on (i) the date of the Company Shareholders Meeting or (ii) if the Closing Date is more than four (4) Business Days after the date of the Company Shareholders Meeting, the date that is two (2) Business Days preceding the Closing Date (the “Election Date”)Deadline, a Form of Election duly properly completed and validly executed signed and accompanied by (A) Certificates representing certificates for the Company Shares to which such Form of Election relates (or customary affidavits andby an appropriate guarantee of delivery of such certificates, if required by the procedures as set forth in the such Form of Election, from a member of any registered national securities exchange or of the posting by such person National Association of Securities Dealers, Inc. or a bond in such reasonable amount as the Form of Election may direct, as indemnity against any claim that may be made against the Surviving Company with respect to such Certificate) commercial bank or (B) trust company in the case of Uncertificated Shares, any additional documents required by the procedures set forth United States provided such certificates are in the Form of Election. Parent and the Company shall publicly announce the anticipated Election Date at least five (5) Business Days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Date shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Date. (d) After a Mixed Election, a Cash Election or a Stock Election is validly made with respect to any Shares, no further registration of transfers of such shares shall be made on the stock transfer books of the Company, unless and until such Mixed Election, Cash Election or Stock Election is properly revoked in accordance with this Section 4.3. Any Mixed Election, Cash Election or Stock Election may be revoked with respect to all or a portion of the Shares subject thereto by the holder who submitted the applicable Form of Election by written notice received by the Exchange Agent prior to 5:00 p.m. (New York City time) on the Election Date. In addition, all Mixed Elections, Cash Elections and Stock Elections shall automatically be revoked if this Agreement is terminated in accordance with Article VIII. If a Mixed Election, a Cash Election or a Stock Election is revoked, the Shares to which such election previously applied shall be treated as Non-Electing Shares unless and until a Mixed Election, a Cash Election or a Stock Election in respect of such Shares is subsequently submitted fact delivered to the Exchange Agent by the time required in such guarantee of delivery). Failure to deliver Company Shares covered by such a guarantee of delivery within the time set forth on or such guarantee shall be deemed to invalidate any otherwise properly made Election. As used herein, "Election Deadline" means the date announced by Parent (which date shall be agreed upon by the Company), as the last day on which Forms of Election will be accepted; provided, that such date shall be a business day no earlier than ten (10) business days prior to the Election Date in accordance with Effective Time and no later than the date on which the Effective Time occurs. In the event this Section 4.3. Certificates will not be returned Agreement shall have been terminated prior to holders unless the holder so requests. (e) The determination of Effective Time, the Exchange Agent (or shall immediately return all Election Forms and Certificates for Company Shares to the joint determination of Parent and the Company, in the event that the Exchange Agent declines to make any such determination) shall be conclusive and binding as to whether or not a Mixed Election, a Cash Election or a Stock Election has been properly made or revoked pursuant to this Section 4.3 and as to when Mixed Elections, Cash Elections and Stock Elections and revocations were received by the Exchange Agent. The Exchange Agent (or Parent and the appropriate Company jointly, in the event that the Exchange Agent declines to make the following computation) shall also make all computations contemplated by Section 4.1, and absent manifest error this computation shall be conclusive and binding. The Exchange Agent may, with the written agreement of Parent and the Company, make any rules as are consistent with this Section 4.3 for the implementation of Mixed Elections, Cash Elections and Stock Elections as shall be necessary or desirable to effect such elections in accordance with the terms of this Agreementshareholders.

Election Procedure. (a) Each person whoAs soon as practicable following the date of this Agreement, on Parent shall designate American Stock Transfer & Trust Company or prior another agent reasonably acceptable to Parent and the Election Date, is a registered holder Company to act as agent (the “Exchange Agent”) for purposes of Shares, other than Excluded Shares, shall be entitled to specify conducting the number of such holder’s Shares with respect to which such holder makes a Mixed Election, a Cash Election or a Stock Election by complying with the procedures set forth election procedure described in this Section 4.32.3 and the exchange procedure described in Section 2.4. (b) Parent shall prepare and file as an exhibit to the Form S-4 a form of election election, which form shall be subject to the reasonable approval of the Company (the “Form of ElectionElection Form”) and shall contain a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates therefore representing shares of Company Common Stock shall pass, only upon proper delivery of the Form of Election and such Certificates to the Exchange Agent), and which for mailing with the Joint Proxy Statement/Prospectus. (c) The Election Form shall be in such form and shall have such other customary provisions as Parent and mailed with the Joint Proxy Statement/ Prospectus to the record holders of shares of Company may reasonably agree) and the Company shall mail to each registered holder of Shares Common Stock as of the record date for the Company Shareholders Meeting the Form of Election with the Company’s proxy statementStockholders Meeting. The Company shall also use its reasonable efforts to make the Election Form and the Joint Proxy Statement/Prospectus available to all Persons who become holders of shares of Company Common Stock during the period between such record date and the Election Deadline. (d) Each Election Form shall be used by each registered permit the holder of Shares (or, or in the case of nominee record holders, the beneficial owner through proper instructions and documentation): (i) to make a Mixed Election, a elect to receive the Share Consideration for one or more shares of Company Common Stock held by such holder (the “Share Election Shares”); (ii) to elect to receive the Cash Consideration for one or more shares of Company Common Stock held by such holder (the “Cash Election or a Stock Election. In the event Shares”); and (iii) to indicate that a such holder fails to make a Mixed Election, a Cash Election or a Stock Election makes no such election with respect to any Shares one or more shares of Company Common Stock held or beneficially owned by such holder, then such holder shall be deemed to have made a Mixed Election with respect to those Shares (each such Share, a the “Non-Electing ShareElection Shares”). The Company shall use its commercially reasonable efforts to make the Form of Election available to all persons who become registered holders of Shares during the period between the record date for the Company Shareholders Meeting and the Election Date. (ce) Nominee record holders who hold shares of Company Common Stock on behalf of multiple beneficial owners shall indicate how many of the shares of Company Common Stock held by the nominee will be Share Election Shares, Cash Election Shares or Non-Election Shares, respectively. (f) If a holder of shares of Company Common Stock either (i) does not submit a properly completed Election Form prior to the Election Deadline or (ii) revokes an Election Form prior to the Election Deadline and does not resubmit a properly completed Election Form prior to the Election Deadline, the shares of Company Common Stock held by such stockholder shall be treated as Non-Election Shares. (g) Any holder’s election will be deemed to receive the Share Consideration or the Cash Consideration shall have been properly made only if the Exchange Agent has shall have actually received at its designated office, a properly completed Election Form by 5:00 p.m. (New York City time) the Election Deadline. An Election Form will be properly completed only if accompanied by Certificates duly endorsed in blank or otherwise in form acceptable for transfer on (i) the date books of the Company Shareholders Meeting (or accompanied by an appropriate guarantee of delivery of such Certificates, provided such Certificates are in fact delivered to the Exchange Agent within three (ii3) if the Closing Date is more than four (4) Business Days NYSE trading days after the date of the Company Shareholders Meeting, the date that is two (2) Business Days preceding the Closing Date (the “Election Date”), a Form of Election duly completed and validly executed and accompanied by (A) Certificates representing the Shares to which such Form of Election relates (or customary affidavits and, if required by the procedures set forth in the Form of Election, the posting by such person of a bond in such reasonable amount as the Form of Election may direct, as indemnity against any claim that may be made against the Surviving Company with respect to such Certificate) or (B) in the case of Uncertificated Shares, any additional documents required by the procedures set forth in the Form of Election. Parent and the Company shall publicly announce the anticipated Election Date at least five (5) Business Days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Date shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Date. (d) After a Mixed Election, a Cash Election or a Stock Election is validly made with respect to any Shares, no further registration of transfers execution of such guarantee of delivery) representing all shares shall be made on the stock transfer books of the Company, unless and until such Mixed Election, Cash Election or Company Common Stock Election is properly revoked in accordance with this Section 4.3covered thereby. Any Mixed Election, Cash Election or Stock Election Form may be revoked with respect to all or a portion of the Shares subject thereto changed by the holder who submitted Person submitting such Election Form to the applicable Form of Election Exchange Agent by written notice to the Exchange Agent only if such written notice is actually received by the Exchange Agent prior to 5:00 p.m. (New York City time) on the Election DateDeadline. In addition, all Mixed Elections, Cash Elections and Stock Elections Election Forms shall be deemed to be automatically be revoked if this Agreement is terminated in accordance with Article VIII. Any Certificate or Certificates representing shares of Company Common Stock relating to any revoked Election Form shall be promptly returned without charge to the Person submitting the Election Form to the Exchange Agent. (h) The Exchange Agent shall have reasonable discretion to determine when any election, modification or revocation is received and whether any such election, modification or revocation has been properly made and to disregard immaterial defects in any Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. Neither Parent, MergerCo, the Company nor the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. (i) By the later of (i) the Effective Time or (ii) seven (7) days after the Election Deadline, the Exchange Agent shall effect an allocation of the Share Consideration and the Cash Consideration in accordance with the Election Forms as follows: (i) If a Mixed Election, a the number of Cash Election or a Stock Shares times the Cash Consideration is less than the Aggregate Cash Consideration, then: (A) all Cash Election is revoked, Shares shall be converted into the right to receive the Cash Consideration; (B) Non-Election Shares shall be deemed to be Cash Election Shares to the extent necessary to have the total number of Cash Election Shares times the Cash Consideration equal the Aggregate Cash Consideration. If less than all of the Non-Election Shares need to be treated as Cash Election Shares, in order to have the total number of Cash Election Shares times the Cash Consideration equal the Aggregate Cash Consideration, then the Exchange Agent shall select which such election previously applied Non-Election Shares shall be treated as Cash Election Shares in accordance with Section 2.3(j), and all remaining Non-Electing Election Shares unless and until a Mixed Election, a shall thereafter be treated as Share Election Shares; (C) if all of the Non-Election Shares are treated as Cash Election or a Stock Shares under the preceding subsection, and the total number of Cash Election in respect of such Shares is subsequently submitted to (including any Non-Election Shares treated as such) times the Cash Consideration remains less than the Aggregate Cash Consideration, then the Exchange Agent shall convert (on or prior a pro rata basis as described in Section 2.3(j) below) a sufficient number of Share Election Shares into Cash Election Shares (“Reallocated Cash Shares”) such that the sum of the number of Cash Election Shares (including any Non-Election Shares treated as such) plus the number of Reallocated Cash Shares times the Cash Consideration equals the Aggregate Cash Consideration, and all Reallocated Cash Shares will be converted into the right to receive the Cash Consideration; and (D) the Share Election Date in accordance with this Section 4.3. Certificates will Shares which are not Reallocated Cash Shares shall be returned converted into the right to holders unless receive the holder so requestsShare Consideration. (eii) The determination If the number of Cash Election Shares times the Cash Consideration is greater than the Aggregate Cash Consideration, then: (A) all Share Election Shares and all Non-Election Shares shall be converted into the right to receive the Share Consideration; (B) the Exchange Agent shall convert (or on a pro rata basis as described in Section 2.3(j) below) a sufficient number of Cash Election Shares (“Reallocated Stock Shares”) such that the joint determination number of Parent remaining Cash Election Shares times the Cash Consideration equals the Aggregate Cash Consideration, and all Reallocated Stock Shares shall be converted into the Companyright to receive the Share Consideration; and (C) the Cash Election Shares which are not Reallocated Stock Shares shall be converted into the right to receive the Cash Consideration. (iii) If the number of Cash Election Shares times the Cash Consideration is equal to the Aggregate Cash Consideration, in then Sections 2.3(i)(i) and 2.3(i)(ii) above shall not apply and all Non-Election Shares and all Share Election Shares will be converted into the right to receive the Share Consideration. (j) In the event that the Exchange Agent declines is required pursuant to make any such determinationSection 2.3(i)(i)(C) to convert some Share Election Shares into Reallocated Cash Shares, each holder of Share Election Shares shall be conclusive and binding as to whether or not allocated a Mixed Election, a pro rata portion of the total Reallocated Cash Election or a Stock Election has been properly made or revoked pursuant to this Section 4.3 and as to when Mixed Elections, Cash Elections and Stock Elections and revocations were received by the Exchange AgentShares. The Exchange Agent (or Parent and the Company jointly, in In the event that the Exchange Agent declines is required pursuant to make the following computationSection 2.3(i)(ii)(B) shall also make all computations contemplated by Section 4.1to convert some Cash Election Shares into Reallocated Stock Shares, and absent manifest error this computation each holder of Cash Election Shares shall be conclusive and bindingallocated a pro rata portion of the total Reallocated Stock Shares. The In the event the Exchange Agent mayis required pursuant to Section 2.3(i)(i)(B) or Section 2.3(i)(ii)(A) to convert some Non-Election Shares into Cash Election Shares or Share Election Shares, with as the written agreement of Parent and the Companycase may be, make any rules as are consistent with this Section 4.3 for the implementation of Mixed Elections, Cash Elections and Stock Elections as such conversion shall be necessary or desirable to effect such elections in accordance with the terms of this Agreementallocated on a pro rata basis among Non-Election Shares.

Election Procedure. Each holder (or beneficial owner through appropriate and customary documentation and instructions) of Shares (other than holders of Shares to be canceled as set forth in Section 3.1(c)) shall have the right to submit a request specifying the number of Shares that such holder desires to have converted into shares of Purchaser Common Stock in the Merger and the number of Shares that such holder desires to have converted into the right to receive Cash Consideration in the Merger in accordance with the following procedure: (a) Each person whoSubject to Section 3.3, on or prior to the Election Date, is a registered each holder of Shares, other than Excluded Shares, shall be entitled to Shares may specify in a request made in accordance with the provisions of this Section 3.2 (herein called an "Election") (i) the number of such holder’s Shares with respect to which owned by such holder makes that such holder desires to have converted into Purchaser Common Stock in the Merger (a Mixed "Stock Election, ") and (ii) the number of Shares owned by such holder that such holder desires to have converted into the right to receive the Cash Consideration in the Merger (a "Cash Election or a Stock Election by complying with the procedures set forth in this Section 4.3Election"). (b) Parent shall prepare An election form and file as an exhibit to the Form S-4 a form of election (the “Form of Election”) other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of the Form of Election and such Certificates certificates to the Exchange Agent, and which shall be ) in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) Purchaser and the Company shall mail mutually agree (the "Election Form") shall be mailed thirty days prior to the anticipated Effective Time or on such other date as Purchaser and the Company shall mutually agree (the "Mailing Date") to each registered holder of Shares record of Company Common Stock as of five business days prior to the record date for the Company Shareholders Meeting the Form of Election with the Company’s proxy statement. The Form of Election shall be used by each registered holder of Shares (or, in the case of nominee holders, the beneficial owner through proper instructions and documentation) to make a Mixed Election, a Cash Election or a Stock Election. In the event that a holder fails to make a Mixed Election, a Cash Election or a Stock Election with respect to any Shares held or beneficially owned by such holder, then such holder shall be deemed to have made a Mixed Election with respect to those Shares (each such Share, a “Non-Electing Share”). The Company shall use its commercially reasonable efforts to make the Form of Election available to all persons who become registered holders of Shares during the period between the record date for the Company Shareholders Meeting and the Election Mailing Date. (c) Any holder’s election will be deemed Election shall have been made properly made only if the Exchange Agent has received at its designated officeshall have received, by 5:00 p.m. local time in the city in which the principal office of such Exchange Agent is located, on the fifth day prior to the anticipated Effective Time (New York City time) on (i) the or such other time and date of as Purchaser and the Company Shareholders Meeting or (iishall mutually agree) if the Closing Date is more than four (4) Business Days after the date of the Company Shareholders Meeting, the date that is two (2) Business Days preceding the Closing Date (the “"Election Date”Deadline"), a an Election Form of Election duly properly completed and validly executed signed and accompanied by (A) Certificates representing certificates for the Shares to which such Election Form of Election relates (or customary affidavits andand indemnification regarding the loss or destruction of such certificate or certificates or by an appropriate guarantee of delivery of such certificates, if required by the procedures as set forth in such Election Form, from a member of any registered national securities exchange or of the Form National Association of ElectionSecurities Dealers, Inc. or a commercial bank or trust company in the posting United States provided such certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery). Failure to deliver Shares covered by such person a guarantee of a bond in such reasonable amount as delivery within the Form of Election may direct, as indemnity against any claim that may be made against the Surviving Company with respect to such Certificate) or (B) in the case of Uncertificated Shares, any additional documents required by the procedures time set forth in the Form of Election. Parent and the Company shall publicly announce the anticipated Election Date at least five (5) Business Days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Date on such guarantee shall be similarly delayed deemed to a subsequent date, and Parent and the Company shall promptly announce invalidate any such delay and, when determined, the rescheduled Election Dateotherwise properly made Election. (d) After a Mixed Election, a Cash Any Company stockholder may at any time prior to the Election Deadline revoke or a Stock Election is validly made with respect to any Shares, no further registration of transfers of such shares shall be made on the stock transfer books of the Company, unless and until such Mixed Election, Cash Election change his or Stock Election is properly revoked in accordance with this Section 4.3. Any Mixed Election, Cash Election or Stock Election may be revoked with respect to all or a portion of the Shares subject thereto by the holder who submitted the applicable Form of her Election by written notice received by the Exchange Agent prior to 5:00 p.m. (New York City time) on the Election DateDeadline accompanied by a properly completed and signed, revised Election Form or by withdrawal of his or her certificates for Shares, or of the guarantee of delivery of such certificates, previously deposited with the Exchange Agent. In addition, all Mixed Elections, Cash Elections and Stock All Elections shall automatically be revoked automatically if this Agreement is terminated in accordance with Article VIII. If a Mixed Election, a Cash Election or a Stock Election is revoked, the Shares to which such election previously applied shall be treated as Non-Electing Shares unless and until a Mixed Election, a Cash Election or a Stock Election in respect of such Shares is subsequently submitted to the Exchange Agent on is notified in writing by Purchaser or the Company that this Agreement has been terminated. In the event an Election Form is revoked prior to the Election Date in accordance with this Section 4.3. Certificates will not Deadline, the shares of Company Common Stock represented by such Election Form shall be promptly returned without charge to holders unless the person submitting the Election Form upon written request to that effect from the holder so requests. (e) The determination of the Exchange Agent (or the joint determination of Parent and the Company, in the event that the Exchange Agent declines to make any such determination) shall be conclusive and binding as to whether or not a Mixed Election, a Cash Election or a Stock Election has been properly made or revoked pursuant to this Section 4.3 and as to when Mixed Elections, Cash Elections and Stock Elections and revocations were received by the Exchange Agent. The Exchange Agent (or Parent and the Company jointly, in the event that the Exchange Agent declines to make the following computation) shall also make all computations contemplated by Section 4.1, and absent manifest error this computation shall be conclusive and binding. The Exchange Agent may, with the written agreement of Parent and the Company, make any rules as are consistent with this Section 4.3 for the implementation of Mixed Elections, Cash Elections and Stock Elections as shall be necessary or desirable to effect such elections in accordance with the terms of this Agreement.who submitted the

Election Procedure. An election form in such form as First Capital and LCNB shall mutually agree (aan “Election Form”) Each person who, shall be mailed on or the Mailing Date (as defined below) to each holder of record of shares of First Capital Common Shares 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 no later than three (3) business days following the date on which proxy materials relating to the Merger are mailed to holders of shares of First Capital Common Shares. LCNB shall make available Election Forms as may be reasonably requested by all persons who become holders of First Capital Common Shares after the record date for eligibility to vote on the Merger and prior to the Election Date, is a registered holder of Shares, other than Excluded Shares, shall be entitled to specify the number of such holder’s Shares with respect to which such holder makes a Mixed Election, a Cash Election or a Stock Election by complying with the procedures set forth in this Section 4.3. Deadline (b) Parent shall prepare and file as an exhibit to the Form S-4 a form of election (the “Form of Election”) (which shall specify that delivery shall be effecteddefined below), and risk of loss and title to the Certificates First Capital shall pass, only upon delivery of the Form of Election and such Certificates provide to the Exchange Agent, and which Agent all information reasonably necessary for it to perform its obligations as specified herein. Each Election Form shall be in such form and shall have such other customary provisions as Parent and permit the Company may reasonably agree) and the Company shall mail to each registered holder of Shares as of the record date for the Company Shareholders Meeting the Form of Election with the Company’s proxy statement. The Form of Election shall be used by each registered holder of Shares (or, or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) (i) to make a Mixed Election, a Cash Election or a Stock Election. In the event that a holder fails elect to make a Mixed Election, a Cash Election or a Stock Election receive LCNB Common Shares with respect to any Shares held or beneficially owned by all of such holder's First Capital Common Shares, then (ii) to elect to receive cash with respect to all of such holder's First Capital Common Shares, (iii) to elect to receive cash with respect to some of such holder's First Capital Common Shares and to receive LCNB Common Shares with respect to such holder's remaining First Capital Common Shares, or (iv) to indicate that such holder makes no such election with respect to such holder's First Capital Common Shares ("No Election Shares"). Any First Capital Common Shares with respect to which the holder has elected to receive cash are hereinafter referred to as "Cash Election Shares," and any First Capital Common Shares with respect to which the holder has elected to receive LCNB Common Shares are hereinafter referred to as "Stock Election Shares." Any First Capital Common Shares with respect to which the holder thereof shall not have made, as of the Election Deadline, an election by submission to the Exchange Agent of an effective, properly completed Election Form shall be deemed to have made a Mixed be No Election with respect to those Shares. Any Dissenting 11 Shares (each such Share, a “Non-Electing Share”). The Company shall use its commercially reasonable efforts to make the Form of Election available to all persons who become registered holders of Shares during the period between the record date for the Company Shareholders Meeting and the Election Date. (c) Any holder’s election will be deemed properly made only if the Exchange Agent has received at its designated office, by 5:00 p.m. (New York City time) on (i) the date to be Cash Election Shares for purposes of the Company Shareholders Meeting or (ii) if the Closing Date is more than four (4) Business Days after the date allocation provisions of the Company Shareholders Meeting, the date that is two (2) Business Days preceding the Closing Date (the “Election Date”), a Form of Election duly completed and validly executed and accompanied by (A) Certificates representing the Shares to which such Form of Election relates (or customary affidavits and, if required by the procedures set forth in the Form of Election, the posting by such person of a bond in such reasonable amount as the Form of Election may direct, as indemnity against any claim that may be made against the Surviving Company with respect to such Certificate) or (B) in the case of Uncertificated Shares, any additional documents required by the procedures set forth in the Form of Election. Parent and the Company shall publicly announce the anticipated Election Date at least five (5) Business Days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Date shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Date. Subsection (d) After a Mixed Electionbelow, a Cash Election or a Stock Election is validly made with respect to any Shares, but in no further registration of transfers of event shall such shares shall be made on the stock transfer books of the Company, unless and until such Mixed Election, Cash Election or classified as Reallocated Stock Election is properly revoked in accordance with this Section 4.3. Any Mixed Election, Cash Election or Stock Election may be revoked with respect to all or a portion of the Shares subject thereto by the holder who submitted the applicable Form of Election by written notice received by the Exchange Agent prior to 5:00 p.m. (New York City time) on the Election Date. In addition, all Mixed Elections, Cash Elections and Stock Elections shall automatically be revoked if this Agreement is terminated in accordance with Article VIII. If a Mixed Election, a Cash Election or a Stock Election is revoked, the Shares to which such election previously applied shall be treated as Non-Electing Shares unless and until a Mixed Election, a Cash Election or a Stock Election in respect of such Shares is subsequently submitted to the Exchange Agent on or prior to the Election Date in accordance with this Section 4.3. Certificates will not be returned to holders unless the holder so requestsShares. (e) The determination of the Exchange Agent (or the joint determination of Parent and the Company, in the event that the Exchange Agent declines to make any such determination) shall be conclusive and binding as to whether or not a Mixed Election, a Cash Election or a Stock Election has been properly made or revoked pursuant to this Section 4.3 and as to when Mixed Elections, Cash Elections and Stock Elections and revocations were received by the Exchange Agent. The Exchange Agent (or Parent and the Company jointly, in the event that the Exchange Agent declines to make the following computation) shall also make all computations contemplated by Section 4.1, and absent manifest error this computation shall be conclusive and binding. The Exchange Agent may, with the written agreement of Parent and the Company, make any rules as are consistent with this Section 4.3 for the implementation of Mixed Elections, Cash Elections and Stock Elections as shall be necessary or desirable to effect such elections in accordance with the terms of this Agreement.

Election Procedure. Each holder of Shares which have been properly tendered and not withdrawn pursuant to the Offer by 12:00 midnight New York City time on the Expiration Date ("Tendered Shares"), shall have the right, subject to the limitations set forth in this Article 1, to submit a request specifying the number of Tendered Shares that such holder desires to have exchanged into the Share Consideration pursuant to the Offer and the number of Tendered Shares that such holder desires to have exchanged for the Cash Consideration pursuant to the Offer in accordance with the following procedures: (a) Each person who, holder of Tendered Shares may specify in a request made in accordance with the provisions of this Section 1.2 (herein called an "Election") (i) the number of Tendered Shares owned by such holder that such holder desires to exchange for the Share Consideration in the Offer (a "Share Election") and (ii) the number of Shares owned by such holder that such holder desires to have exchanged for the Cash Consideration in the Offer (a "Cash Election"). (b) ServiceMaster shall prepare a form reasonably acceptable to Barefoot (the "Form of Election") which shall upon commencement of the Offer be mailed to Barefoot's stockholders as part of the Offer Documents (as defined in Section 1.4(b)) so as to permit Barefoot's stockholders to exercise their right to make an Election on or prior to the Election Date, is a registered holder of Shares, other than Excluded Shares, shall be entitled to specify the number of such holder’s Shares with respect to which such holder makes a Mixed Election, a Cash Election or a Stock Election by complying with the procedures set forth in this Section 4.3. (b) Parent shall prepare and file as an exhibit to the Form S-4 a form of election (the “Form of Election”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Form of Election and such Certificates to the Exchange Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) and the Company shall mail to each registered holder of Shares as of the record date for the Company Shareholders Meeting the Form of Election with the Company’s proxy statement. The Form of Election shall be used by each registered holder of Shares (or, in the case of nominee holders, the beneficial owner through proper instructions and documentation) to make a Mixed Election, a Cash Election or a Stock Election. In the event that a holder fails to make a Mixed Election, a Cash Election or a Stock Election with respect to any Shares held or beneficially owned by such holder, then such holder shall be deemed to have made a Mixed Election with respect to those Shares (each such Share, a “Non-Electing Share”). The Company shall use its commercially reasonable efforts to make the Form of Election available to all persons who become registered holders of Shares during the period between the record date for the Company Shareholders Meeting and the Election Expiration Date. (c) Any holder’s election will be deemed Election shall have been made properly made only if the person authorized to receive Elections and to act as exchange agent pursuant to the Offer, which person shall be designated by ServiceMaster and shall be reasonably satisfactory to Barefoot (the "Exchange Agent has received at its designated officeAgent"), shall have received, by 5:00 p.m. (12:00 midnight New York City time) time on (i) the date of the Company Shareholders Meeting or (ii) if the Closing Date is more than four (4) Business Days after the date of the Company Shareholders Meeting, the date that is two (2) Business Days preceding the Closing Date (the “Election Expiration Date”), a Form of Election duly properly completed and validly executed signed and accompanied or preceded by (A) Certificates representing certificates for the Shares to which such Form of Election relates (or customary affidavits andby an appropriate guarantee of delivery of such certificates, if required by the procedures as set forth in the Form notice of Electionguaranteed delivery, from a member of any registered national securities exchange or of the posting National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States provided such certificates are in fact delivered to the Exchange Agent by such person of a bond the time required in such reasonable amount as the Form guarantee of Election may direct, as indemnity against any claim that may be made against the Surviving Company with respect to such Certificate) or (B) in the case of Uncertificated Shares, any additional documents required by the procedures set forth in the Form of Election. Parent and the Company shall publicly announce the anticipated Election Date at least five (5) Business Days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Date shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Datedelivery). (d) After a Mixed Election, a Cash Election or a Stock Election is validly made with respect Any Barefoot stockholder may at any time prior to any Shares, no further registration of transfers of such shares shall be made 12:00 midnight New York City time on the stock transfer books of the CompanyExpiration Date, unless and until such Mixed Election, Cash Election change his or Stock Election is properly revoked in accordance with this Section 4.3. Any Mixed Election, Cash Election or Stock Election may be revoked with respect to all or a portion of the Shares subject thereto by the holder who submitted the applicable Form of her Election by written notice received by the Exchange Agent prior to 5:00 p.m. (12:00 midnight New York City time) time on the Expiration Date, accompanied by a properly completed and signed, revised Form of Election. A revised Form of Election Date. In addition, all Mixed Elections, Cash Elections and Stock Elections shall automatically be revoked if this Agreement is terminated in accordance with Article VIII. If a Mixed Election, a Cash Election or a Stock Election is revoked, the Shares to which such election previously applied shall be treated as Non-Electing Shares unless and until a Mixed deemed to invalidate any previously submitted Form of Election, a Cash Election or a Stock Election in respect of such Shares is subsequently submitted to the Exchange Agent on or prior to the Election Date in accordance with this Section 4.3. Certificates will not be returned to holders unless the holder so requests. (e) The determination of Any Barefoot stockholder may, at any time prior to 12:00 midnight New York City time on the Exchange Agent (or the joint determination of Parent and the CompanyExpiration Date, in the event that the Exchange Agent declines to make any revoke such determination) shall be conclusive and binding as to whether or not a Mixed Election, a Cash stockholder's Election or a Stock Election has been properly made or revoked pursuant to this Section 4.3 and as to when Mixed Elections, Cash Elections and Stock Elections and revocations were by written notice received by the Exchange Agent. The Exchange Agent (prior to 12:00 midnight New York City time on the Expiration Date, or Parent and by withdrawal prior to 12:00 midnight New York City time on the Company jointlyExpiration Date of such stockholder's certificates for Shares, in or of the event that guarantee of delivery of such certificates, previously deposited with the Exchange Agent declines pursuant to the procedures for withdrawal set forth in the Offer Documents. (f) ServiceMaster shall have the right to make the following computation) shall also make all computations contemplated by Section 4.1, and absent manifest error this computation rules (which shall be conclusive and binding. The Exchange Agent may, with the written agreement of Parent and the Company, make any rules as are consistent with this Section 4.3 for the implementation of Mixed Elections, Cash Elections and Stock Elections as shall be necessary or desirable to effect such elections in accordance not inconsistent with the terms of this AgreementAgreement and shall be reasonably acceptable to Barefoot) governing the validity of the Forms of Election, the manner and extent to which Elections are to be taken into account in making the determinations prescribed by Sections 1.2 and 1.3, the issuance and delivery of certificates for ServiceMaster Shares into which Tendered Shares are to be exchanged pursuant to the Offer and the payment of Cash Consideration pursuant to the Offer.