Common use of Election Procedures; Exchange Agent Clause in Contracts

Election Procedures; Exchange Agent. (a) Prior to the date of the Company Stockholder Meeting, Parent and the Company shall prepare a form (an "ELECTION FORM") pursuant to which a holder of record of Company Shares may make a Cash Election with respect to each Company Share owned by such holder. The Company shall cause an Election Form and a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent) for use in exchanging certificates representing Company Shares (the "CERTIFICATES") for the Merger Consideration to be included with the Company Proxy Statement (as defined in Section 5.9(a)) and mailed to each holder of record of Company Shares as of the record date for such meeting. (b) Prior to the date of the Company Stockholder Meeting, Parent shall appoint an agent independent of and unaffiliated with Parent or the Company (the "EXCHANGE AGENT") for the purpose of (i) receiving Election Forms and determining, in accordance with this Article 3, the form of Merger Consideration to be received by each holder of Company Shares, and (ii) exchanging for the Merger Consideration (A) Certificates or (B) uncertificated Company Shares (the "UNCERTIFICATED SHARES"). At or prior to the Effective Time, Parent shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the holders of the Certificates and the Uncertificated Shares, for exchange in accordance with this Article 3, (i) subject to Section 3.4(c), certificates representing the shares of Parent Stock that constitute the stock portion of the Merger Consideration and (ii) an amount of cash necessary to satisfy the cash portion of the Merger Consideration (the "EXCHANGE FUND"). At the Effective Time or promptly thereafter, Parent shall send, or shall cause the Exchange Agent to send, to each holder of record of Company Shares which have not previously been delivered to the Exchange Agent pursuant to Section 3.5(a) at the Effective Time, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent) for use in such exchange. (c) A Cash Election shall be effective only if the Exchange Agent shall have received no later than 5:00 p.m. eastern time on the date of the Company Stockholder Meeting (the "ELECTION DEADLINE") (i) an Election Form covering the Company Shares to which such Cash Election applies, executed and completed in accordance with the instructions set forth in such Election Form and (ii) Certificates, in such form and with such endorsements, stock powers and signature guarantees as may be required by such Election Form or the letter of transmittal. Any Company Share with respect to which the Exchange Agent has not received an effective Cash Election meeting the requirements of this Section 3.4(c) by the Election Deadline shall be deemed to be a Non-Electing Company Share. A Cash Election may be revoked or changed only by delivering to the Exchange Agent, prior to the Election Deadline, a written notice of revocation or, in the case of a change, a properly completed revised Election Form that identifies the Company Shares to which such revised Election Form applies. Delivery to the Exchange Agent prior to the Election Deadline of a revised Election Form with respect to any Company Shares shall result in the revocation of all prior Election Forms with respect to all such Company Shares. Any termination of this Agreement in accordance with Article 11 shall result in the revocation of all Election Forms delivered to the Exchange Agent on or prior to the date of such termination. (d) The Company and Parent shall have the right to make rules, not inconsistent with the terms of this Agreement, governing the validity and effectiveness of Election Forms and letters of transmittal.

Election Procedures; Exchange Agent. (a) Prior to the date of the Company Stockholder meeting of the Merged Corporation’s shareholders held for the purpose of voting on the approval and adoption of the Plan of Merger (the “Merged Corporation’s Shareholder Meeting”), Parent and the Company Merged Corporation shall prepare a form (an "ELECTION FORM"“Election Form”) pursuant to which a holder of record of Company Merged Shares may make a Cash Election with respect to each Company Merged Share owned by such holder. The Company Merged Corporation shall cause an Election Form and a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent) for use in exchanging certificates representing Company Merged Shares (the "CERTIFICATES"“Certificates”) for the Merger Consideration to be included with the Company Proxy Statement (as defined Merged Corporation’s proxy statement filed with the Securities and Exchange Comission in Section 5.9(a)) connection with the Merger and mailed to each holder of record of Company Merged Shares as of the record date for such meeting. (b) Prior to the record date of for the Company Stockholder Merged Corporation’s Shareholder Meeting, Parent shall appoint an agent independent of and unaffiliated with Parent or the Company (the "EXCHANGE AGENT"“Exchange Agent”) for the purpose of (i) receiving Election Forms and determining, in accordance with this Article 3Section 7, the form of Merger Consideration to be received by each holder of Company Merged Shares, and (ii) exchanging for the Merger Consideration (A) Certificates or (B) uncertificated Company Merged Shares (the "UNCERTIFICATED SHARES"“Uncertificated Shares”). At or prior to the Effective Time, Parent shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the holders of the Certificates and the Uncertificated Shares, for exchange in accordance with this Article 3Section 7, (i) subject to Section 3.4(c8(a), certificates representing the shares of Parent Stock that constitute the stock portion of the Merger Consideration and (ii) an amount of cash necessary to satisfy the cash portion of the Merger Consideration (the "EXCHANGE FUND"“Exchange Fund”). At the Effective Time or promptly thereafter, Parent shall send, or shall cause the Exchange Agent to send, to each holder of record of Company Merged Shares which have not previously been delivered to the Exchange Agent pursuant to Section 3.5(a7(a) at the Effective Time, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent) for use in such exchange. (c) A Cash Election shall be effective only if the Exchange Agent shall have received no later than 5:00 p.m. eastern Baltimore, Maryland time on the date of the Company Stockholder Merged Corporation’s Shareholder Meeting (the "ELECTION DEADLINE"“Election Deadline”) (i) an Election Form covering the Company Merged Shares to which such Cash Election applies, executed and completed in accordance with the instructions set forth in such Election Form Form, and (ii) Certificates, in such form and with such endorsements, stock powers and signature guarantees as may be required by such Election Form or the letter of transmittal. Any Company Merged Share with respect to which the Exchange Agent has not received an effective Cash Election meeting the requirements of this Section 3.4(c7(c) by the Election Deadline shall be deemed to be a Non-Electing Company Merged Share. A Cash Election may be revoked or changed only by delivering to the Exchange Agent, prior to the Election Deadline, a written notice of revocation or, in the case of a change, a properly completed revised Election Form that identifies the Company Merged Shares to which such revised Election Form applies. Delivery to the Exchange Agent prior to the Election Deadline of a revised Election Form with respect to any Company Merged Shares shall result in the revocation of all prior Election Forms with respect to all such Company Merged Shares. Any termination of this Agreement in accordance with Article 11 shall result in the revocation of all Election Forms delivered to the Exchange Agent on or prior to the date of such termination. (d) The Company Merged Corporation and Parent shall have the right to make rules, not inconsistent with the terms of this AgreementPlan of Merger, governing the validity and effectiveness of Election Forms and letters of transmittal.

Election Procedures; Exchange Agent. (a) Prior to the date of the Company Stockholder MeetingShareholder Meeting (as defined in Section 7.02), Parent and the Company shall prepare a form (an "ELECTION FORM") pursuant to which a holder of record of Company Shares may make a Cash Election with respect to each Company Share owned by such holder. The Company shall cause an Election Form and a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent) for use in exchanging certificates representing Company Shares (the "CERTIFICATES") for the Merger Consideration to be included with the Company Proxy Statement (as defined in Section 5.9(a5.09(a)) and mailed to each holder of record of Company Shares as of the record date for such meeting. (b) Prior to the date of the Company Stockholder Shareholder Meeting, Parent shall appoint an agent independent of and unaffiliated with Parent or the Company (the "EXCHANGE AGENT") for the purpose of (i) receiving Election Forms and determining, in accordance with this Article 3, the form of Merger Consideration to be received by each holder of Company Shares, and (ii) exchanging for the Merger Consideration (A) Certificates or (B) uncertificated Company Shares (the "UNCERTIFICATED SHARES"). At or prior to the Effective Time, Parent shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the holders of the Certificates and the Uncertificated Shares, for exchange in accordance with this Article 3, (i) subject to Section 3.4(c3.05(a), certificates representing the shares of Parent Stock that constitute the stock portion of the Merger Consideration and (ii) an amount of cash necessary to satisfy the cash portion of the Merger Consideration (the "EXCHANGE FUND"). At the Effective Time or promptly thereafter, Parent shall send, or shall cause the Exchange Agent to send, to each holder of record of Company Shares which have not previously been delivered to the Exchange Agent pursuant to Section 3.5(a3.05(a) at the Effective Time, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent) for use in such exchange. (c) A Cash Election shall be effective only if the Exchange Agent shall have received no later than 5:00 p.m. eastern Baltimore, Maryland time on the date of the Company Stockholder Shareholder Meeting (the "ELECTION DEADLINE") (i) an Election Form covering the Company Shares to which such Cash Election applies, executed and completed in accordance with the instructions set forth in such Election Form and (ii) Certificates, in such form and with such endorsements, stock powers and signature guarantees as may be required by such Election Form or the letter of transmittal. Any Company Share with respect to which the Exchange Agent has not received an effective Cash Election meeting the requirements of this Section 3.4(c3.04(c) by the Election Deadline shall be deemed to be a Non-Electing Company Share. A Cash Election may be revoked or changed only by delivering to the Exchange Agent, prior to the Election Deadline, a written notice of revocation or, in the case of a change, a properly completed revised Election Form that identifies the Company Shares to which such revised Election Form applies. Delivery to the Exchange Agent prior to the Election Deadline of a revised Election Form with respect to any Company Shares shall result in the revocation of all prior Election Forms with respect to all such Company Shares. Any termination of this Agreement in accordance with Article 11 shall result in the revocation of all Election Forms delivered to the Exchange Agent on or prior to the date of such termination. (d) The Company and Parent shall have the right to make rules, not inconsistent with the terms of this Agreement, governing the validity and effectiveness of Election Forms and letters of transmittal.

Election Procedures; Exchange Agent. (a) Prior to the date of the Company Stockholder Meeting, Parent and the Company shall prepare a form (an "ELECTION FORM"“Election Form”) pursuant to which a holder of record of Company Shares may make a Cash Election with respect to each Company Share owned by such holder. The Company shall cause an Election Form and a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent) for use in exchanging certificates representing Company Shares (the "CERTIFICATES"“Certificates”) for the Merger Consideration to be included with the Company Proxy Statement (as defined in Section 5.9(a)) and mailed to each holder of record of Company Shares as of the record date for such meeting. (b) Prior to the date of the Company Stockholder Meeting, Parent shall appoint an agent independent of and unaffiliated with Parent or the Company (the "EXCHANGE AGENT"“Exchange Agent”) for the purpose of (i) receiving Election Forms and determining, in accordance with this Article 3, the form of Merger Consideration to be received by each holder of Company Shares, and (ii) exchanging for the Merger Consideration (A) Certificates or (B) uncertificated Company Shares (the "UNCERTIFICATED SHARES"“Uncertificated Shares”). At or prior to the Effective Time, Parent shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the holders of the Certificates and the Uncertificated Shares, for exchange in accordance with this Article 3, (i) subject to Section 3.4(c), certificates representing the shares of Parent Stock that constitute the stock portion of the Merger Consideration and (ii) an amount of cash necessary to satisfy the cash portion of the Merger Consideration (the "EXCHANGE FUND"“Exchange Fund”). At the Effective Time or promptly thereafter, Parent shall send, or shall cause the Exchange Agent to send, to each holder of record of Company Shares which have not previously been delivered to the Exchange Agent pursuant to Section 3.5(a) at the Effective Time, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent) for use in such exchange. (c) A Cash Election shall be effective only if the Exchange Agent shall have received no later than 5:00 p.m. eastern time on the date of the Company Stockholder Meeting (the "ELECTION DEADLINE"“Election Deadline”) (i) an Election Form covering the Company Shares to which such Cash Election applies, executed and completed in accordance with the instructions set forth in such Election Form and (ii) Certificates, in such form and with such endorsements, stock powers and signature guarantees as may be required by such Election Form or the letter of transmittal. Any Company Share with respect to which the Exchange Agent has not received an effective Cash Election meeting the requirements of this Section 3.4(c) by the Election Deadline shall be deemed to be a Non-Electing Company Share. A Cash Election may be revoked or changed only by delivering to the Exchange Agent, prior to the Election Deadline, a written notice of revocation or, in the case of a change, a properly completed revised Election Form that identifies the Company Shares to which such revised Election Form applies. Delivery to the Exchange Agent prior to the Election Deadline of a revised Election Form with respect to any Company Shares shall result in the revocation of all prior Election Forms with respect to all such Company Shares. Any termination of this Agreement in accordance with Article 11 shall result in the revocation of all Election Forms delivered to the Exchange Agent on or prior to the date of such termination. (d) The Company and Parent shall have the right to make rules, not inconsistent with the terms of this Agreement, governing the validity and effectiveness of Election Forms and letters of transmittal.

Election Procedures; Exchange Agent. (a) Prior to the date of the Company Stockholder MeetingShareholder Meeting (as defined in Section 7.02), Parent and the Company shall prepare a form (an "ELECTION FORM"“Election Form”) pursuant to which a holder of record of Company Shares may make a Cash Election with respect to each Company Share owned by such holder. The Company shall cause an Election Form and a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent) for use in exchanging certificates representing Company Shares (the "CERTIFICATES"“Certificates”) for the Merger Consideration to be included with the Company Proxy Statement (as defined in Section 5.9(a5.09(a)) and mailed to each holder of record of Company Shares as of the record date for such meeting. (b) Prior to the date of the Company Stockholder Shareholder Meeting, Parent shall appoint an agent independent of and unaffiliated with Parent or the Company (the "EXCHANGE AGENT"“Exchange Agent”) for the purpose of (i) receiving Election Forms and determining, in accordance with this Article 3, the form of Merger Consideration to be received by each holder of Company Shares, and (ii) exchanging for the Merger Consideration (A) Certificates or (B) uncertificated Company Shares (the "UNCERTIFICATED SHARES"“Uncertificated Shares”). At or prior to the Effective Time, Parent shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the holders of the Certificates and the Uncertificated Shares, for exchange in accordance with this Article 3, (i) subject to Section 3.4(c3.05(a), certificates representing the shares of Parent Stock that constitute the stock portion of the Merger Consideration and (ii) an amount of cash necessary to satisfy the cash portion of the Merger Consideration (the "EXCHANGE FUND"“Exchange Fund”). At the Effective Time or promptly thereafter, Parent shall send, or shall cause the Exchange Agent to send, to each holder of record of Company Shares which have not previously been delivered to the Exchange Agent pursuant to Section 3.5(a3.05(a) at the Effective Time, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent) for use in such exchange. (c) A Cash Election shall be effective only if the Exchange Agent shall have received no later than 5:00 p.m. eastern Baltimore, Maryland time on the date of the Company Stockholder Shareholder Meeting (the "ELECTION DEADLINE"“Election Deadline”) (i) an Election Form covering the Company Shares to which such Cash Election applies, executed and completed in accordance with the instructions set forth in such Election Form and (ii) Certificates, in such form and with such endorsements, stock powers and signature guarantees as may be required by such Election Form or the letter of transmittal. Any Company Share with respect to which the Exchange Agent has not received an effective Cash Election meeting the requirements of this Section 3.4(c3.04(c) by the Election Deadline shall be deemed to be a Non-Electing Company Share. A Cash Election may be revoked or changed only by delivering to the Exchange Agent, prior to the Election Deadline, a written notice of revocation or, in the case of a change, a properly completed revised Election Form that identifies the Company Shares to which such revised Election Form applies. Delivery to the Exchange Agent prior to the Election Deadline of a revised Election Form with respect to any Company Shares shall result in the revocation of all prior Election Forms with respect to all such Company Shares. Any termination of this Agreement in accordance with Article 11 shall result in the revocation of all Election Forms delivered to the Exchange Agent on or prior to the date of such termination. (d) The Company and Parent shall have the right to make rules, not inconsistent with the terms of this Agreement, governing the validity and effectiveness of Election Forms and letters of transmittal.

Election Procedures; Exchange Agent. (a) Prior to the date of the Company Stockholder FBS Shareholder Meeting, Parent FBS and the Company Xenith shall prepare a form (an "ELECTION FORM"“Election Form”) pursuant to which a holder of record of Company FBS Shares may make a Cash Election with respect to each Company FBS Share owned by such holder. The Company FBS shall cause an Election Form and a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent) for use in exchanging certificates representing Company Shares (the "CERTIFICATES") for the Merger Consideration to be included with the Company Joint Proxy Statement (as defined in Section 5.9(a)) and mailed to each holder of record of Company FBS Shares as of the record date for such meeting. (b) Prior to the record date of for the Company Stockholder FBS Shareholder Meeting, Parent FBS and Xenith shall appoint an agent independent of and unaffiliated with Parent or the Company (the "EXCHANGE AGENT"“Exchange Agent”) for the purpose of (iA) receiving Election Forms and determining, in accordance with this Article 3Section 5, the form of FBS Merger Consideration to be received by each holder of Company FBS Shares, and (iiB) exchanging for the Merger Consideration (A) Certificates or (B) uncertificated Company Shares certificates of Xenith Common Stock (the "UNCERTIFICATED SHARES")“Xenith Certificates”) certificates representing shares of Surviving Corporation Common Stock. At or prior to the Effective Time, Parent (i) FBS shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the holders of the Certificates Xenith Certificates, for exchange in accordance with this Section 5, subject to Section 7(a), certificates representing the shares of Surviving Corporation Common Stock that constitute the Xenith Merger Consideration, and (ii) Xenith shall deposit, or cause to be deposited, with the Uncertificated Exchange Agent, for the benefit of the holders of the Cash Electing FBS Shares, for exchange in accordance with this Article 3Section 5, (i) subject to Section 3.4(c6(b), certificates representing the shares of Parent Stock that constitute the stock portion of the Merger Consideration and (ii) an amount of cash necessary to satisfy the cash portion of the FBS Merger Consideration (collectively (i) and (ii), the "EXCHANGE FUND"“Exchange Fund”). The Exchange Fund will be distributed in accordance with the Exchange Agent’s normal and customary procedures established in accordance with merger transactions. At the Effective Time or promptly thereafter, Parent the Surviving Corporation shall send, or shall cause the Exchange Agent to send, to each holder of record of Company Shares which have not previously been delivered to the Exchange Agent pursuant to Section 3.5(a) at the Effective TimeTime of FBS Shares and each holder of record of Xenith Common Stock, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Cash Electing Certificates or Xenith Certificates, as the case may be, to the Exchange Agent) for use in such exchange. (c) A Cash Election shall be effective only if the Exchange Agent shall have received no later than 5:00 p.m. eastern time p.m., Richmond, Virginia time, on the date of the Company Stockholder FBS Shareholder Meeting (the "ELECTION DEADLINE") (i“Election Deadline”) an Election Form covering the Company FBS Shares to which such Cash Election applies, executed and completed in accordance with the instructions set forth in such Election Form and (ii) Certificates, in such form and with such endorsements, stock powers and signature guarantees as may be required by such Election Form or the letter of transmittalForm. Any Company FBS Share with respect to which the Exchange Agent has not received an effective Cash Election meeting the requirements of this Section 3.4(c5(c) by the Election Deadline shall be deemed to be a Non-Electing Company FBS Share. A Cash Election may be revoked or changed only by delivering to the Exchange Agent, prior to the Election Deadline, a written notice of revocation or, in the case of a change, a properly completed revised Election Form that identifies the Company FBS Shares to which such revised Election Form applies. Delivery to the Exchange Agent prior to the Election Deadline of a revised Election Form with respect to any Company FBS Shares shall result in the revocation of all prior Election Forms with respect to all such Company FBS Shares. Any termination of this the Merger Agreement in accordance with Article 11 shall result in the revocation of all Election Forms delivered to the Exchange Agent on or prior to the date of such termination. (d) The Company FBS and Parent Xenith jointly, not severally, shall have the right to make rulesrules or adopt procedures, not inconsistent with the terms of this AgreementPlan of Merger, governing the validity and effectiveness of Election Forms Forms, the manner and letters extent to which Cash Elections are to be taken into account in making the determinations required by this Section and the payment of transmittalthe FBS Merger Consideration and the Xenith Merger Consideration.

Election Procedures; Exchange Agent. (a) Prior to the date of the Company Stockholder meeting of the Merged Corporation’s shareholders held for the purpose of voting on the approval and adoption of the Plan of Merger (the “Merged Corporation’s Shareholder Meeting”), Parent and the Company Merged Corporation shall prepare a form (an "ELECTION FORM"“Election Form”) pursuant to which a holder of record of Company Merged Shares may make a Cash Election with respect to each Company Merged Share owned by such holder. The Company Merged Corporation shall cause an Election Form and a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent) for use in exchanging certificates representing Company Shares (the "CERTIFICATES") for the Merger Consideration to be included with the Company Proxy Statement (as defined Merged Corporation’s proxy statement filed with the Federal Deposit Insurance Corporation in Section 5.9(a)) connection with the Merger and mailed to each holder of record of Company Merged Shares as of the record date for such meeting. (b) Prior to the record date of for the Company Stockholder Merged Corporation’s Shareholder Meeting, Parent shall appoint an agent independent of and unaffiliated with Parent or the Company (the "EXCHANGE AGENT"“Exchange Agent”) for the purpose of (i) receiving Election Forms and determining, in accordance with this Article 3Section 7, the form of Merger Consideration to be received by each holder of Company Merged Shares, and (ii) exchanging for the Merger Consideration (A) Certificates certificates representing Merged Shares (the “Certificates”) or (B) uncertificated Company Merged Shares (the "UNCERTIFICATED SHARES"“Uncertificated Shares”). At or prior to the Effective Time, Parent shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the holders of the Certificates and the Uncertificated Shares, for exchange in accordance with this Article 3Section 7, (i) subject to Section 3.4(c8(a), certificates representing the shares of Parent Stock that constitute the stock portion of the Merger Consideration and (ii) an amount of cash necessary to satisfy the cash portion of the Merger Consideration (the "EXCHANGE FUND"“Exchange Fund”). The Exchange Fund will be distributed in accordance with the Exchange Agent’s normal and customary procedures established in accordance with merger transactions. At the Effective Time or promptly thereafter, Parent shall send, or shall cause the Exchange Agent to send, to each holder of record of Company Merged Shares which have not previously been delivered to the Exchange Agent pursuant to Section 3.5(a) at the Effective Time, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent) for use in such exchange. (c) A Cash Election shall be effective only if the Exchange Agent shall have received no later than 5:00 p.m. eastern Baltimore, Maryland time on the date of the Company Stockholder Merged Corporation’s Shareholder Meeting (the "ELECTION DEADLINE") (i“Election Deadline”) an Election Form covering the Company Merged Shares to which such Cash Election applies, executed and completed in accordance with the instructions set forth in such Election Form and (ii) Certificates, in such form and with such endorsements, stock powers and signature guarantees as may be required by such Election Form or the letter of transmittalForm. Any Company Merged Share with respect to which the Exchange Agent has not received an effective Cash Election meeting the requirements of this Section 3.4(c7(c) by the Election Deadline shall be deemed to be a Non-Electing Company Merged Share. A Cash Election may be revoked or changed only by delivering to the Exchange Agent, prior to the Election Deadline, a written notice of revocation or, in the case of a change, a properly completed revised Election Form that identifies the Company Merged Shares to which such revised Election Form applies. Delivery to the Exchange Agent prior to the Election Deadline of a revised Election Form with respect to any Company Merged Shares shall result in the revocation of all prior Election Forms with respect to all such Company Merged Shares. Any termination of this Agreement in accordance with Article 11 shall result in the revocation of all Election Forms delivered to the Exchange Agent on or prior to the date of such termination. (d) The Company Merged Corporation and Parent shall have the right to make rules, not inconsistent with the terms of this AgreementPlan of Merger, governing the validity and effectiveness of Election Forms Forms, the manner and letters extent to which Cash Elections and Stock Elections are to be taken into account in making the determinations required by this Section and the payment of transmittalthe Merger Consideration.

Election Procedures; Exchange Agent. (a) Prior to the date of the Company Stockholder Meeting, Bank Shareholder Meeting (as defined in Section 7.02) Parent and the Company Bank shall prepare a form (an "ELECTION FORM"“Election Form”) pursuant to which a holder of record of Company Bank Shares may make a Cash Election with respect to each Company Bank Share owned by such holder. The Company Bank shall cause an Election Form and a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent) for use in exchanging certificates representing Company Shares (the "CERTIFICATES") for the Merger Consideration to be included with the Company Bank Proxy Statement (as defined in Section 5.9(a5.09(a)) and mailed to each holder of record of Company Bank Shares as of the record date for such meeting. (b) Prior to the record date of for the Company Stockholder Bank Shareholder Meeting, Parent shall appoint an agent independent of and unaffiliated with Parent or the Company (the "EXCHANGE AGENT"“Exchange Agent”) for the purpose of (i) receiving Election Forms and determining, in accordance with this Article 3, the form of Merger Consideration to be received by each holder of Company Bank Shares, and (ii) exchanging for the Merger Consideration (A) Certificates certificates representing Bank Shares (the “Certificates”) or (B) uncertificated Company Bank Shares (the "UNCERTIFICATED SHARES"“Uncertificated Shares”). At or prior to the Effective Time, Parent shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the holders of the Certificates and the Uncertificated Shares, for exchange in accordance with this Article 3, (i) subject to Section 3.4(c3.06(a), certificates representing the shares of Parent Stock that constitute the stock portion of the Merger Consideration and (ii) an amount of cash necessary to satisfy the cash portion of the Merger Consideration (the "EXCHANGE FUND"“Exchange Fund”). The Exchange Fund will be distributed in accordance with the Exchange Agent’s normal and customary procedures established in accordance with merger transactions. At the Effective Time or promptly thereafter, Parent shall send, or shall cause the Exchange Agent to send, to each holder of record of Company Bank Shares which have not previously been delivered to the Exchange Agent pursuant to Section 3.5(a) at the Effective Time, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent) for use in such exchange. (c) A Cash Election shall be effective only if the Exchange Agent shall have received no later than 5:00 p.m. eastern Baltimore, Maryland time on the date of the Company Stockholder Bank Shareholder Meeting (the "ELECTION DEADLINE") (i“Election Deadline”) an Election Form covering the Company Bank Shares to which such Cash Election applies, executed and completed in accordance with the instructions set forth in such Election Form and (ii) Certificates, in such form and with such endorsements, stock powers and signature guarantees as may be required by such Election Form or the letter of transmittalForm. Any Company Bank Share with respect to which the Exchange Agent has not received an effective Cash Election meeting the requirements of this Section 3.4(c3.05(c) by the Election Deadline shall be deemed to be a Non-Electing Company Bank Share. A Cash Election may be revoked or changed only by delivering to the Exchange Agent, prior to the Election Deadline, a written notice of revocation or, in the case of a change, a properly completed revised Election Form that identifies the Company Bank Shares to which such revised Election Form applies. Delivery to the Exchange Agent prior to the Election Deadline of a revised Election Form with respect to any Company Bank Shares shall result in the revocation of all prior Election Forms with respect to all such Company Bank Shares. Any termination of this Agreement in accordance with Article 11 shall result in the revocation of all Election Forms delivered to the Exchange Agent on or prior to the date of such termination. (d) The Company Bank and Parent shall have the right to make rules, not inconsistent with the terms of this Agreement, governing the validity and effectiveness of Election Forms Forms, the manner and letters extent to which Cash Elections and Stock Elections are to be taken into account in making the determinations required by this Section and the payment of transmittalthe Merger Consideration.

Election Procedures; Exchange Agent. (a) Prior to the date of the Company Stockholder Carrollton Meeting, Parent and the Company Carrollton shall prepare a form form, subject to the approval of Jefferson, which shall not be unreasonably withheld (an "ELECTION FORM") “Election Form”), pursuant to which a holder of record of Company Shares Carrollton Common Stock as of the Record Date may make a Cash Election with respect to each Company Share share of Carrollton Common Stock owned by such holder. The Company Carrollton shall cause an Election Form and a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent) for use in exchanging certificates representing Company Shares (the "CERTIFICATES") for the Merger Consideration to be included with the Company Proxy Statement (as defined in Section 5.9(a)) and mailed to each holder of record of Company Shares Carrollton Common Stock as of the record date for such meetingRecord Date. (b) Prior to the date of the Company Stockholder MeetingRecord Date, Parent Carrollton and Jefferson shall appoint an agent independent of and unaffiliated with Parent or the Company (the "EXCHANGE AGENT"“Exchange Agent”) for the purpose of (i) receiving Election Forms and determiningdetermining and distributing, in accordance with this Article 3ARTICLE IV, the form amount of Merger Consideration cash to be received by each holder of Company Shares, and (ii) exchanging for the Merger Consideration (A) Certificates or (B) uncertificated Company Cash Electing Shares (the "UNCERTIFICATED SHARES"“Cash Consideration”). At or prior to Immediately after the Effective Time, Parent Carrollton shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the holders of the Certificates and the Uncertificated Cash Electing Shares, for exchange in accordance with this Article 3ARTICLE IV, (i) subject to Section 3.4(c4.05(a), certificates representing the shares of Parent Stock that constitute the stock portion of the Merger Consideration and (ii) an amount of cash necessary to satisfy the cash portion of the Merger aggregate Cash Consideration required to be paid pursuant to this ARTICLE IV (the "EXCHANGE FUND"“Exchange Fund”). The Exchange Fund will be distributed in accordance with the Exchange Agent’s normal and customary procedures established in accordance with merger transactions. At the Effective Time or promptly thereafter, Parent Carrollton shall send, or shall cause the Exchange Agent to send, to each holder of record of Company Shares which have not previously been delivered to Carrollton Common Stock as of the Exchange Agent pursuant to Section 3.5(a) at the Effective TimeRecord Date, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates applicable Certificate to the Exchange AgentAgent or, with respect to Book-Entry Shares, receipt by the Exchange Agent of an “agent’s message”) for use in such exchangeeffecting the exchange for Cash Consideration. (c) A Cash Election shall be effective only if the Exchange Agent shall have received no later than 5:00 p.m. eastern time p.m., Eastern Time, on the date of the Company Stockholder Carrollton Meeting (the "ELECTION DEADLINE") (i“Election Deadline”) an Election Form covering the Company Shares shares of Carrollton Common Stock to which such Cash Election applies, executed and completed in accordance with the instructions set forth in such Election Form and (ii) Certificates, in such form and with such endorsements, stock powers and signature guarantees as may be required by such Election Form or the letter of transmittalForm. Any Company Share share of Carrollton Common Stock with respect to which the Exchange Agent has not received an effective Cash Election meeting the requirements of this Section 3.4(c4.04(c) by the Election Deadline shall be deemed to be a Non-Electing Company Share. A Cash Election may be revoked or changed only by delivering to the Exchange Agent, prior to the Election Deadline, a written notice of revocation or, in the case of a change, a properly completed revised Election Form that identifies the Company Shares shares of Carrollton Common Stock to which such revised Election Form applies. Delivery to the Exchange Agent prior to the Election Deadline of a revised Election Form with respect to any Company Shares shares of Carrollton Common Stock shall result in the revocation of all prior Election Forms with respect to all such Company Sharesshares of Carrollton Common Stock. Any termination of this Agreement in accordance with Article 11 Section 9.01 shall result in the revocation of all Election Forms delivered to the Exchange Agent on or prior to the date of such termination. (d) The Company Carrollton and Parent Jefferson jointly, not severally, shall have the right to make rulesrules or adopt procedures, not inconsistent with the terms of this Agreement, governing the validity and effectiveness of Election Forms Forms, the manner and letters extent to which Cash Elections are to be taken into account in making the determinations required by this Section 4.04 and the payment of transmittalthe Cash Consideration.