Common use of Election Procedures Clause in Contracts

Election Procedures. (a) Not less than 30 days prior to the anticipated Wax Effective Time (the “Mailing Date”), Parent will cause to be mailed to each record holder of Shares (other than Excluded Shares) as of five business days prior to the Mailing Date an election form in such form as Parent shall specify (the “Election Form”). (b) Each Election Form will permit the holder (or the beneficial owner through customary documentation and instructions) of Shares to specify (i) the number of Shares with respect to which such holder elects to receive the Wax Stock Consideration, (ii) the number of Shares with respect to which such holder elects to receive the Wax Cash Consideration or (iii) that such holder makes no election with respect to such holder’s Shares. Any Shares with respect to which the Exchange Agent does not receive a properly completed Election Form during the period (the “Election Period”) from the Mailing Date to 5:00 p.m., New York City time, on the business day that is three Trading Days prior to the Closing Date or such other date as Parent and the Company will, prior to the Closing, mutually agree (the “Election Deadline”) will be deemed to be No Election Shares. Parent and the Company will publicly announce the anticipated Election Deadline at least five business days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Any election made pursuant to this Section 2.04 will have been properly made only if the Exchange Agent will have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the person submitting it, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the Shares represented by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will 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 will be binding and conclusive. None of Parent, Holdco, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. (a) Not less than 30 An election form and other appropriate and customary transmittal materials in such form as Knight and GETCO shall mutually agree (the “Election Form”) shall be mailed 35 days prior to the anticipated Wax Effective Time Closing Date or on such other date as Knight and GETCO shall mutually agree (the “Mailing Date”), Parent will cause to be mailed ) to each record holder of Shares (other than Excluded Shares) record of Knight Common Stock as of five the close of business days on the fifth Business Day prior to the Mailing Date an election form in such form as Parent shall specify (the “Election FormForm Record Date”). (b) Each Except as set forth on Schedule 2.3(b) of the GETCO Disclosure Schedule, each Election Form will shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of Shares to specify (iA) the number of Shares shares of such holder’s Knight Common Stock with respect to which such holder elects to receive the Wax Per Share Stock ConsiderationConsideration (“Stock Election Shares”), (iiB) the number of Shares shares of such holder’s Knight Common Stock with respect to which such holder elects to receive the Wax Per Share Cash Consideration (“Cash Election Shares”) or (iiiC) that such holder makes no election with respect to such holder’s Knight Common Stock (“No Election Shares”). Any Shares Knight Common Stock with respect to which the Exchange Agent does has not receive a received an effective, properly completed Election Form during the period (the “Election Period”) from the Mailing Date to on or before 5:00 p.m., New York City time, on the business 30th day that is three Trading Days prior to following the Closing Mailing Date (or such other time and date as Parent Knight and the Company will, prior to the Closing, GETCO may mutually agree agree) (the “Election Deadline”) will shall also be deemed to be No Election Shares. Parent . (c) Knight shall make available one or more Election Forms as may reasonably be requested from time to time by any person who becomes a holder (or beneficial owner) of Knight Common Stock between the Election Form Record Date and the Company will publicly announce close of business on the anticipated Election Deadline at least five business days Business Day prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (cd) Any such election made pursuant to this Section 2.04 will shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during by the Election PeriodDeadline. An Election Form shall be deemed properly completed only if accompanied by one or more Knight Certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of Knight Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the person submitting it, such Election Form only by written notice received by the Exchange Agent during prior to the Election PeriodDeadline. In the event an Election Form is revoked during prior to the Election PeriodDeadline, unless a subsequent properly completed Election Form is submitted and actually received by the Exchange Agent by the Election Deadline, the Shares shares of Knight Common Stock represented by such Election Form will be deemed shall become No Election Shares and Knight shall cause the applicable Certificates to be No Election Shares, except promptly returned without charge to the extent a subsequent election is properly made during person submitting the Election PeriodForm upon written request to that effect from the holder who submitted the Election Form. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will 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 Knight regarding such matters will shall be binding and conclusive. None of Parent, Holdco, the Company or Neither Knight nor the Exchange Agent will shall be under any obligation to notify any Person person of any defect in an Election Form. (e) Notwithstanding any other provision contained in this Agreement, the total number of shares of Knight Common Stock that will be converted into the right to receive the Per Share Cash Consideration pursuant to Section 1.11(a)(ii) shall in no event exceed 66.7% of the total number of shares of Knight Common Stock that were converted into the right to receive the Knight Merger Consideration pursuant to Section 1.11 (such number of shares, the “Cash Election Shares Limit”). (f) Within 3 Business Days after the Effective Time, the Company shall cause the Exchange Agent to effect the allocation among the former holders of Knight Common Stock of rights to receive the Knight Merger Consideration in accordance with the Election Forms as follows:

Election Procedures. (a) Not less than 30 days prior An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the anticipated Wax Effective Time (the “Mailing Date”)certificates theretofore representing shares of Company Common Stock shall pass, Parent will cause to be mailed to each record holder only upon proper delivery of Shares (other than Excluded Shares) as of five business days prior such Certificates to the Mailing Date an election form Exchange Agent) in such form as Parent shall specify and as shall be reasonably acceptable to the Company (the “Election Form”) shall be mailed thirty days prior to the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) to each holder of record of Company Common Stock as of the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”). (b) Each Election Form will shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) ), other than any holder of Shares Dissenting Shares, to specify (i) the number of Shares shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Wax Stock Consideration, Per Share Common Unit Consideration and (ii) the number of Shares shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Wax Per Share Cash Consideration or (iii) that such holder makes no election with respect to such holder’s SharesConsideration. Any Shares with respect to which the Exchange Agent does has not receive a received an effective, properly completed Election Form during the period (the “Election Period”) from the Mailing Date to on or before 5:00 p.m., New York City time, on the business twentieth (20th) day that is three Trading Days prior to following the Closing Mailing Date (or such other time and date as Parent and the Company will, prior to the Closing, mutually agree shall agree) (the “Election Deadline”) will (other than Cancelled Shares or any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall be deemed to be “No Election Shares. Parent and the Company will publicly announce the anticipated Election Deadline at least five business days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline”. (c) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Company Common Stock between the Election Form Record Date and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any such election made pursuant to this Section 2.04 will shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during by the Election PeriodDeadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates (or customary affidavits and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificate) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the person Person submitting itsuch Election Form, by written notice received by the Exchange Agent during prior to the Election PeriodDeadline. In the event an Election Form is revoked during prior to the Election PeriodDeadline, the Shares shares of Company Common Stock represented by such Election Form will be deemed shall become No Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock to be No promptly returned without charge to the Person submitting the Election SharesForm upon written request to that effect from the holder who submitted the Election Form, except to the extent (if any) a subsequent election is properly made during the Election Periodwith respect to any or all of such shares of Company Common Stock. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will 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 will shall be binding and conclusive. None of Parent, Holdco, the Company or the Exchange Agent will shall be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. Each holder of record of shares of Company Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election with respect to the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger in accordance with the following procedures: (a) Not less than 30 days prior to Each Holder may specify in a request made in accordance with the anticipated Wax Effective Time provisions of this Section 3.1 (the herein called an “Mailing DateElection”), Parent will cause to be mailed to each record holder of Shares (other than Excluded Shares) as of five business days prior to the Mailing Date an election form in such form as Parent shall specify (the “Election Form”). (b) Each Election Form will permit the holder (or the beneficial owner through customary documentation and instructions) of Shares to specify (i) the number of Shares shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such holder elects Holder desires to receive the Wax Stock Consideration, make a Share Election and (ii) the number of Shares shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such holder elects Holder desires to receive make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to the Wax Cash Consideration or (iii) that such holder makes no election with respect to such holder’s Shares. Any Shares with respect to which the Exchange Agent does not receive a properly completed Election Form during the period Company (the “Election PeriodForm of Election”) from the Mailing Date which shall be mailed to 5:00 p.m., New York City time, on the business day that is three Trading Days record holders of Company Common Stock so as to permit those holders to exercise their right to make an Election prior to the Closing Date or such other date as Parent and the Company will, prior to the Closing, mutually agree (the “Election Deadline”) will be deemed to be No Election Shares. Parent and the Company will publicly announce the anticipated Election Deadline at least five business days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Parent shall make the Form of Election initially available not less than twenty (20) business days prior to the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. The Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any election made pursuant to this Section 2.04 will Election shall have been made properly made only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent will Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have actually received received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form during of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the Election Period. Any Election Form may be revoked or changed by the person submitting itUnited States; provided, by written notice received by that such Company Certificates are in fact delivered to the Exchange Agent during by the Election Periodtime required in such guarantee of delivery. In the event an Election Form is revoked during the Election Period, the Shares represented Failure to deliver shares of Company Common Stock covered by such Election Form will a guarantee of delivery within the time set forth on such guarantee shall be deemed to be No Election Shares, except to the extent a subsequent election is invalidate any otherwise properly made during Election, unless otherwise determined by Parent, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Period. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects Deadline” means 5:00 p.m. local time (in the Election Forms, and any good faith decisions city in which the principal office of the Exchange Agent regarding such matters will be binding is located) on the date that Parent and conclusivethe Company shall agree is as near as practicable to five (5) business days prior to the expected Closing Date. None Parent and the Company shall cooperate to issue a press release reasonably satisfactory to each of Parentthem announcing the date of the Election Deadline not more than twenty (20) business days before, Holdcoand at least ten (10) business days prior to, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election FormDeadline.

Election Procedures. Each holder of record of Company Common Stock issued and outstanding immediately prior to the Election Deadline (a “Company Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election on or prior to the Election Deadline in accordance with the following procedures: (a) Not Each Company Holder may specify in a request made in accordance with the provisions of this Section 2.03 (an “Election”), (A) the number of shares of Company Common Stock with respect to which such Company Holder desires to make a Share Election, (B) the number of shares of Company Common Stock with respect to which such Company Holder desires to make a Mixed Election, and (C) the number of shares of Company Common Stock with respect to which such Company Holder desires to make a Cash Election, and the order in which either such election is to apply to any such shares if the election is subject to proration pursuant to Section 2.04. Any Company Holder who makes an Election shall be required to waive all appraisal rights in connection with making such Election. (b) TopCo shall prepare a form reasonably acceptable to the Company (the “Form of Election”), which shall be mailed by TopCo to record holders of Company Common Stock so as to permit those Company Holders to exercise their right to make an Election prior to the Election Deadline. (c) TopCo shall mail or cause to be mailed or delivered, as applicable, the Form of Election to record holders of Company Common Stock as of the record date for the Company Stockholders’ Meeting not less than 20 business days prior to the anticipated Election Deadline. TopCo shall make available one or more Forms of Election as may reasonably be requested from time to time by all persons who become holders of record of Company Common Stock during the period following the record date for the Company Stockholders’ Meeting and prior to the Election Deadline. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, prior to the Election Deadline, a Form of Election properly completed and signed and accompanied by Certificates (or affidavits of loss in lieu of the Certificates) to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company or by an appropriate customary guarantee of delivery of such Certificates, as set forth in such Form of Election, from a firm that is an eligible guarantor institution (as defined in Rule 17Ad−15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)); provided that such Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery, and, in the case of shares of Company Common Stock in book-entry form, any additional documents specified in the procedures set forth in the Form of Election. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by TopCo, in its sole and absolute discretion. As used herein, unless otherwise jointly agreed in advance by the Company and TopCo, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on a date mutually agreed by the Company and Parent but which in no event shall be less than 30 days prior to the anticipated Wax Effective Time (the “Mailing Closing Date”), Parent will cause to be mailed to each record holder of Shares (other than Excluded Shares) as of five business days prior to the Mailing Date an election form in such form as Parent shall specify (the “Election Form”). (b) Each Election Form will permit the holder (or the beneficial owner through customary documentation and instructions) of Shares to specify (i) the number of Shares with respect to which such holder elects to receive the Wax Stock Consideration, (ii) the number of Shares with respect to which such holder elects to receive the Wax Cash Consideration or (iii) that such holder makes no election with respect to such holder’s Shares. Any Shares with respect to which the Exchange Agent does not receive a properly completed Election Form during the period (the “Election Period”) from the Mailing Date to 5:00 p.m., New York City time, on the business day that is three Trading Days prior to the Closing Date or such other date as Parent TopCo and the Company will, prior shall issue a joint press release reasonably satisfactory to the Closing, mutually agree (the “Election Deadline”) will be deemed to be No Election Shares. Parent and the Company will publicly announce each of them announcing the anticipated date of the Election Deadline not more than 15 business days before, and at least five business days prior to to, the anticipated Closing Date. If date of the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Any election made pursuant to this Section 2.04 will have been properly made only if the Exchange Agent will have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the person submitting it, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the Shares represented by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will 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 will be binding and conclusive. None of Parent, Holdco, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. (a) Not less than 30 An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent (as defined below)) in such form as Parent and the Company shall mutually agree (the “Election Form”) shall be mailed 35 days prior to the anticipated Wax Effective Time Date or on such other date as the Company and Parent shall mutually agree (the “Mailing Date”), Parent will cause to be mailed ) to each record holder of Shares (other than Excluded Shares) record of Company Common Stock as of five the close of business days on the fifth business day prior to the Mailing Date an election form in such form as Parent shall specify (the “Election FormForm Record Date”). (b) Each Election Form will shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of Shares to specify (i) the number of Shares shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Wax Per Share Stock ConsiderationConsideration (“Stock Election Shares”), (ii) the number of Shares shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Wax Per Share Cash Consideration (“Cash Election Shares”), or (iii) that such holder makes no election with respect to such holder’s Company Common Stock (“No Election Shares”). Any Shares Company Common Stock with respect to which the Exchange Agent does has not receive a received an effective, properly completed Election Form during on or before 5:00 p.m., on the period (the “Election Period”) from 33rd day following the Mailing Date to 5:00 p.m., New York City time, on the business day that is three Trading Days prior to the Closing Date (or such other time and date as Parent and the Company will, prior to the Closing, may mutually agree agree) (the “Election Deadline”) will shall also be deemed to be “No Election Shares. .” (c) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Company Common Stock between the Election Form Record Date and the Company will publicly announce close of business on the anticipated Election Deadline at least five business days day prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent dateElection Deadline, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, provide to the rescheduled Election DeadlineExchange Agent all information reasonably necessary for it to perform as specified herein. (cd) Any such election made pursuant to this Section 2.04 will shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during by the Election PeriodDeadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the person submitting it, by written notice received by the Exchange Agent during such Election Form at or prior to the Election PeriodDeadline. In the event an Election Form is revoked during prior to the Election PeriodDeadline, the Shares shares of Company Common Stock represented by such Election Form will be deemed shall become No Election Shares and Parent shall cause the certificates representing such Company Common Stock to be No Election Shares, except promptly returned without charge to the extent a subsequent election is properly made during person submitting the Election PeriodForm upon written request to that effect from the holder who submitted the Election Form. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will 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 as to such matters will shall be binding and conclusive. None of Parent, Holdco, the Company or Neither Parent nor the Exchange Agent will shall be under any obligation to notify any Person person of any defect in an Election Form. (e) Within ten business days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, Parent shall cause the Exchange Agent to effect the allocation among the holders of Company Common Stock of rights to receive Parent Common Stock or cash in the Merger in accordance with the Election Forms as follows:

Election Procedures. An election form and other appropriate and customary transmittal materials (awhich shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing CoBancorp Common Stock ("CoBancorp Certificates") Not less than 30 shall pass, only upon proper delivery of such CoBancorp Certificates to an exchange agent designated by FirstMerit (the "Exchange Agent")) in such form as FirstMerit and the CoBancorp shall mutually agree ("Election Form") shall be mailed 25 days prior to the anticipated Wax Effective Time or on such other date as the CoBancorp and FirstMerit shall mutually agree (the “"Mailing Date”), Parent will cause to be mailed ") to each record holder of Shares (other than Excluded Shares) record of CoBancorp Common Stock as of five business days prior to the Mailing Date an election form in such form as Parent ("Election Form Record Date"). FirstMerit shall specify determine the anticipated Effective Time (the “Election Form”). (b"Anticipated Effective Time") in its sole discretion and the failure of the Effective Time to occur at the Anticipated Effective Time for purposes of this Section 2.2 shall not affect the time periods which are established for purposes of these election procedures. Each Election Form will shall permit the a holder (or the beneficial owner through appropriate and customary documentation and instructions) of Shares CoBancorp Common Stock to specify (i) the number of Shares elect to receive only FirstMerit Common Stock with respect to which such holder elects holder's CoBancorp Common Stock ("Stock Election Shares"), to elect to receive the Wax Stock Consideration, (ii) the number of Shares only cash with respect to which such holder elects holder's CoBancorp Common Stock ("Cash Election Shares"), to elect to receive FirstMerit Common Stock with respect to those shares of CoBancorp Common Stock designated by the Wax Cash Consideration holder as Stock Election Shares and cash with respect to the holder's remaining shares of CoBancorp Common Stock or (iii) to indicate that such holder makes no election with respect to such holder’s ("No Election Shares"). For purposes of this Section 2.2, Dissenting Shares shall be treated as Cash Election Shares but shall not be converted into the Per Share Stock Consideration or the Per Share Cash Consideration except as provided in Section 2.6. Any Shares shares of CoBancorp Common Stock with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent does not receive a an effective, properly completed Election Form during on or before 5:00 p.m. on the period (the “Election Period”) from 20th day following the Mailing Date (or such other time and date as FirstMerit and the CoBancorp may mutually agree) (the "Election Deadline") shall be deemed to 5:00 p.m., New York City time, be "No Election Shares." FirstMerit shall promptly make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) of CoBancorp Common Stock between the Election Form Record Date and the close of business on the business day that is three Trading Days prior to the Closing Date or such other date as Parent Election Deadline, and the Company will, prior CoBancorp shall provide to the Closing, mutually agree (the “Election Deadline”) will be deemed Exchange Agent all information reasonably necessary for it to be No Election Sharesperform as specified herein. Parent and the Company will publicly announce the anticipated Election Deadline at least five business days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline Any such election shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Any election made pursuant to this Section 2.04 will have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during by the Election PeriodDeadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of the CoBancorp Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the person submitting it, by written notice received by the Exchange Agent during such Election Form at or prior to the Election PeriodDeadline. In the event an Election Form is revoked during prior to the Election PeriodDeadline, the Shares shares of CoBancorp Common Stock represented by such Election Form will be deemed shall become No Election Shares and FirstMerit shall cause the certificates representing CoBancorp Common Stock to be No Election Shares, except promptly returned without charge to the extent a subsequent election is properly made during person submitting the Election PeriodForm upon written request to that effect from the person who submitted the Election Form. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will 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 will shall be binding and conclusive. None of Parent, Holdco, the Company or Neither FirstMerit nor the Exchange Agent will shall be under any obligation to notify any Person person of any defect in an Election Form.

Election Procedures. (a) Not less than 30 days prior to the anticipated Wax Effective Time (the “Mailing Date”), Parent will cause to be mailed to each record holder of Shares (other than Excluded Shares) as of five business days prior to the Mailing Date an An election form in such form as Parent shall reasonably specify and as shall be reasonably acceptable to the Company (the “Election Form”) shall be included by the Company in the Form S-4 and the Proxy Statement or mailed on a date to be mutually agreed by Parent and the Company that is not more than forty-five (45) days nor less than thirty (30) days prior to the anticipated Charter Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) to each holder of record of Company Shares as of the close of business on the fifth (5th) Business Day prior to the Mailing Date (the “Election Form Record Date”). (b) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Company Shares between the Election Form Record Date and the close of business on the Business Day prior to the Election Deadline, and the Company shall provide to the Payment Agent all information reasonably necessary for it to perform as specified herein. Each Election Form will shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of Shares to specify (i) (A) the number of such holder’s Company Shares with respect to which such holder elects to receive the Wax Stock Consideration, makes a Cash Election or (iiB) the number of such holder’s Company Shares with respect to which such holder makes a Stock Election and (ii) whether such holder affirmatively elects to receive exchange all, but not less than all, of the Wax Cash Consideration or (iii) that shares of Class A Stock entitled to be received by such holder makes no election in the Pre-Closing Dividend (including shares of Class A Stock to be received pursuant to the Excess Stock Dividend, if applicable, by holders making a Cash Election) for Parent Common Units in the Parent Common Units Exchange (a “Parent Common Units Election” and each Company Share with respect to such holder’s Shareswhich a Parent Common Units Election has been properly made and not revoked pursuant to this Section 2.08, a “Parent Common Units Election Share”). Any Company Shares with respect to which the Exchange Payment Agent does has not receive a received an effective, properly completed Election Form during the period (the “Election Period”) from the Mailing Date to on or before 5:00 p.m., New York City Eastern time, on the business twenty-fifth (25th) day that is three Trading Days prior to following the Closing Mailing Date (or such other time and date as Parent and the Company will, prior to the Closing, mutually agree shall agree) (the “Election Deadline”) will shall be deemed to be No “Non-Electing Shares.” Notwithstanding anything to the contrary contained in this Section 2.08, (i) in the event that there is (or is deemed to be) a Parent Common Units Election Shares. with respect to eighty percent (80%) or more of the shares of Class A Stock to be issued in the Pre-Closing Dividend, then, at Parent’s election, all shares of Class A Stock that are issued in the Pre-Closing Dividend shall be exchanged for Parent and Common Units in the Parent Common Units Exchange regardless of whether a Parent Common Units Election is made with respect to any such shares of Class A Stock; provided that Parent provides the Company will publicly announce the anticipated Election Deadline notice of such election at least five business days two (2) Business Days prior to the anticipated Charter Effective Date; and (ii) in the event that there is (or is deemed to be) a Parent Common Units Election with respect to ninety percent (90%) or more of the shares of Class A Stock to be issued in the Pre-Closing Date. If Dividend, then all shares of Class A Stock that are issued in the Pre-Closing Date is delayed to a subsequent date, the Election Deadline Dividend shall be similarly delayed exchanged for Parent Common Units in the Parent Common Units Exchange regardless of whether a Parent Common Units Election is made with respect to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadlineshares of Class A Stock. (c) Any election made pursuant to this Section 2.04 will shall have been properly made only if the Exchange Payment Agent will shall have actually received a properly completed Election Form during by the Election PeriodDeadline. Any Election Form may be revoked or changed by the person authorized Person properly submitting itsuch Election Form, by written notice received by the Exchange Payment Agent during prior to the Election PeriodDeadline. In the event an Election Form is revoked during prior to the Election PeriodDeadline, the Company Shares represented by such Election Form will be deemed to be No Election shall become Non-Electing Shares, except to the extent a subsequent election is properly made during with respect to any or all of such Company Shares prior to the Election PeriodDeadline. Subject to the terms of this Agreement and of the Election Form, the Exchange Payment Agent will 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 Payment Agent regarding such matters will shall be binding and conclusive. None of Parent, Holdco, the Company or the Exchange Payment Agent will shall be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. (ai) Not less than 30 days prior An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to any certificate (a “Certificate”) theretofore representing shares of Company Common Stock or non-certificated shares represented by book entry (“Book Entry Shares”) shall pass, only upon proper delivery of such Certificates or Book Entry Shares, respectively, to the anticipated Wax Effective Time (the “Mailing Date”Exchange Agent), Parent will cause to be mailed to each record holder of Shares (other than Excluded Shares) as of five business days prior to the Mailing Date an election form in such form as Parent shall specify and as shall be reasonably acceptable to the Company (the “Election Form”), shall be mailed together or contemporaneously with the Joint Proxy Statement (the “Mailing Date”) to each holder of record of shares of Company Common Stock as of the close of business on the record date for notice of the Company Shareholders Meeting (the “Election Form Record Date”). (bii) Each Election Form will shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) ), other than any holder of any Excluded Shares or any Appraisal Shares, to specify (iA) the number of Shares shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Wax Stock Per Share Mixed Consideration, (iiB) the number of Shares shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Wax Cash Consideration Per Share Stock Election Consideration, or (iiiC) that such holder makes no election with respect to such holder’s Company Common Stock (“Non-Election Shares”). Any Shares Company Common Stock with respect to which the Exchange Agent does has not receive a received an effective, properly completed Election Form during the period (the “Election Period”) from the Mailing Date to on or before 5:00 p.m., New York City time, on the business 30th day that is three Trading Days prior to following the Closing Mailing Date (or such other time and date as Parent and the Company will, prior to the Closing, mutually agree and Parent shall agree) (the “Election Deadline”) will (other than any shares of Company Common Stock that constitute Appraisal Shares as of such time) shall also be deemed to be No Non-Election Shares. . (iii) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Company Common Stock between the Election Form Record Date and the Company will publicly announce close of business on the anticipated Election Deadline at least five business days Business Day prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent dateElection Deadline, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, provide to the rescheduled Election DeadlineExchange Agent all information reasonably necessary for it to perform as specified herein. (civ) Any election made pursuant to this Section 2.04 will shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during by the Election PeriodDeadline. If an Election Form purports to make an election for a certificated Share of Company Common Stock or Book Entry Shares, then an Election Form shall be deemed properly completed only (A) if accompanied by one or more Certificates (or customary affidavits and, if required by Parent or the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate) and/or (B) upon receipt of an “agent’s message” by the Exchange Agent or such other evidence of transfer of Book Entry Shares to the Exchange Agent as the Exchange Agent may reasonably request, collectively representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the person Person submitting it, such Election Form by written notice received by the Exchange Agent during prior to the Election PeriodDeadline. In the event an Election Form is revoked during prior to the Election PeriodDeadline, the Shares shares of Company Common Stock represented by such Election Form will be deemed shall become Non-Election Shares and Parent shall cause the Certificates representing such shares of Company Common Stock or Book Entry Shares to be No promptly returned without charge to the Person submitting the Election SharesForm upon written request to that effect from the holder who submitted the Election Form, except to the extent (if any) a subsequent election is properly made during the Election Periodwith respect to any or all of such shares of Company Common Stock. Subject to the terms of this Agreement and of the Election Form, Parent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent will have reasonable discretion Agent, 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 reasonable decisions of Parent (or the Exchange Agent Agent, if so empowered) regarding such matters will shall be binding and conclusive. None of Parent, Holdco, the Company Merger Sub or the Exchange Agent will shall be under any obligation to notify any Person of any defect in an Election Form. Elections will be deemed to be revoked if this Agreement is terminated in accordance with its terms.

Election Procedures. (a) Not less than 30 days three (3) Business Days prior to the anticipated Wax Effective Time (mailing of the “Mailing Date”Proxy Statement pursuant to Section 5.3(a), Parent will cause shall designate a bank or trust company reasonably acceptable to be mailed the Company to each record holder act as exchange agent hereunder (the "Exchange Agent") for the purpose of Shares (other than Excluded Shares) as of five business days exchanging certificates that immediately prior to the Mailing Date an election form in such form as Parent shall specify Effective Time represented shares of Company Common Stock (the “Election Form”"Certificates") and shares of Company Common Stock represented by book-entry ("Book-Entry Shares"). (b) Each person who, on or prior to the Election Form will permit the Date, is a record holder (or the beneficial owner through customary documentation and instructions) of Shares shares of Company Common Stock shall be entitled to specify (i) the number of Shares such holder's shares of Company Common Stock (and, if such shares to which the election relates are represented by Certificates, such particular shares) with respect to which such holder elects makes a Cash Election or Stock Election. (c) Parent shall prepare and file as an exhibit to receive the Wax Registration Statement a form of election (the "Form of Election") 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 any Certificates shall pass only upon proper delivery of the Form of Election and any Certificates. The Company shall mail the Form of Election with the Proxy Statement to all persons who are record holders of shares of Company Common Stock Considerationas of the record date for the Company Stockholders' Meeting. The Form of Election shall be used by each record holder of shares of Company Common Stock (or, (iiin the case of nominee record holders, the Beneficial Owner through proper instructions and documentation) the number who wishes to make a Cash Election or a Stock Election or a combination of Shares with respect to which such holder elects to receive the Wax Cash Consideration or (iii) that such holder makes no election with respect to both for any and all shares of Company Common Stock held by such holder’s Shares. The Company shall use its commercially reasonable efforts to make the Form of Election available to all persons who become holders of shares of Company Common Stock during the period between the record date for the Company Stockholders' Meeting and the Election Date. (d) Any Shares with respect to which holder's election shall have been properly made only if the Exchange Agent does not receive a properly completed Election Form during the period (the “Election Period”) from the Mailing Date to shall have received at its designated office, by 5:00 p.m., New York City time, on the business day that is three Trading Days or prior to (1) the date of the Company Stockholders' Meeting or (2) if the Closing Date is more than four (4) Business Days following the Company Stockholders' Meeting, two (2) Business Days preceding the Closing Date, or (3) such other date as the parties mutually agree (the "Election Date"), a Form of Election properly completed and signed and accompanied by (i) Certificates representing the shares of Company Common Stock to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Parent as set forth in such Form of Election from a firm that is an "eligible guarantor institution" (as defined in Rule 17Ad-15 under the Exchange Act); provided that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, any additional documents required by the procedures set forth in the Form of Election. After a Cash Election or a Stock Election is validly made with respect to any shares of Company Common Stock, no further registration of transfers of such shares shall be made on the stock transfer books of the Company, unless and until such Cash Election or Stock Election is properly revoked in accordance with Section 2.7(f). (e) Parent and the Company will, prior to the Closing, mutually agree (the “Election Deadline”) will be deemed to be No Election Shares. Parent and the Company will shall publicly announce the anticipated Election Deadline Date at least five business days (5) Business Days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline 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 DeadlineDate. (cf) Any election made pursuant to this Section 2.04 will have been properly made only if the Exchange Agent will have actually received a properly completed Cash Election Form during the or Stock Election Period. Any Election Form may be revoked with respect to all or changed a portion of the shares of Company Common Stock subject thereto by the person submitting it, holder who submitted the applicable Form of Election by appropriate written notice received by the Exchange Agent during prior to 5:00 p.m., New York City time, on the Election PeriodDate. In the event an addition, all Cash Elections and Stock Elections shall automatically be revoked if this Agreement is terminated in accordance with Article VII. If a Cash Election Form or Stock Election is revoked during the Election Period, the Shares with respect to shares of Company Common Stock represented by Certificates, Certificates representing such Election Form will shares shall be deemed to be No Election Shares, except promptly returned to the extent a subsequent election is properly made during holder that submitted the Election Period. Subject same to the terms of this Agreement and of the Election Form, the Exchange Agent will 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 Agent. (g) The determination of the Exchange Agent regarding such matters will be binding (or the joint determination of Parent and conclusive. None of Parentthe Company, Holdco, in the Company or event that the Exchange Agent will declines to make any such determination) shall be under conclusive and binding as to whether or not Cash Elections and Stock Elections shall have been properly made or revoked pursuant to this Section 2.7 and as to when Cash Elections, 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 as to the proration contemplated by Section 2.6(d), 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 obligation rules as are consistent with this Section 2.7 for the implementation of the Cash Elections and Stock Elections provided for in this Agreement as shall be necessary or desirable to notify any Person of any defect in an Election Formeffect these Cash Elections and Stock Elections.

Election Procedures. (a) Not less than 30 days prior An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates to the anticipated Wax Effective Time (the “Mailing Date”), Parent will cause to be mailed to each record holder of Shares (other than Excluded SharesExchange Agent) as of five business days prior to the Mailing Date an election form in such form as Parent BEPC and Acquisition Sub shall reasonably specify and as shall be reasonably acceptable to the Company (the “Election Form”)) shall be mailed to holders of Company Common Stock of record as of the record date for the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”. (b) Each Election Form will shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately prior to specify the Election Deadline to elect (ian “Election”) the number of Shares with respect to which such holder elects to receive shares of New York Company Class C Common Stock (and, upon completion of the Wax Stock ConsiderationParent Exchange, (iiParent LP Units) for all of the number of Eligible Company Shares with respect to which such holder elects to receive the Wax Cash Consideration or (iii) that such holder makes no election with respect to held by such holder’s Shares. Any The holders of any Eligible Company Shares with respect to which the Exchange Agent does has not receive a received an effective, properly completed Election Form during the period (the “Election Period”) from the Mailing Date to on or before 5:00 p.m., New York City time, on the business day that is three Trading Days prior to immediately preceding the Closing Date or such other date as Parent and of the Company will, prior to the Closing, mutually agree Shareholders Meeting (the “Election Deadline”) will shall be deemed not to have made an Election. (c) BEPC and Acquisition Sub shall make available one or more Election Forms as may reasonably be No Election Shares. Parent requested from time to time by all persons who become holders (or beneficial owners) of Eligible Company Shares between the record date for the Company Shareholders Meeting and the Company will publicly announce close of business on the anticipated Election Deadline at least five business days day prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent dateElection Deadline, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determinedprovide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the rescheduled holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (ce) Any election made pursuant to this Section 2.04 will Election shall have been properly made only if (i) the Exchange Agent will shall have actually received a properly completed Election Form during by the Election PeriodDeadline or (ii) such Election has been made at or prior to the Election Deadline pursuant to the procedures set forth in the Election Form. Any After an Election Form may is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Eligible Company Shares shall be made on the transfer books of the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the Election Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, such Election shall be deemed automatically revoked in the event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent shall be conclusive and binding as to whether or changed by not an Election shall have been properly made or revoked pursuant to the person submitting itElection Form, by written notice as to when Elections and revocations of Elections were received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the Shares represented by such Election Form will be deemed and as to be No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the a completed Election Forms, and any good faith decisions of the Exchange Agent regarding such matters will be binding and conclusiveForm. None of Parent, HoldcoBEPC, the Company Acquisition Sub or the Exchange Agent will shall be under any obligation to notify any Person person of any defect in an a completed Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the revocation of Elections as shall be necessary or desirable to administer such Elections.

Election Procedures. (a) Not less No later than 30 days prior the date on which the Joint Proxy Statement/Prospectus is mailed to the anticipated Wax Effective Time RVI shareholders (the “Mailing Date”), Parent will DSW shall cause an election form (the “Election Form”) to be mailed to each record holder of Shares (other than Excluded Shares) record of shares of RVI Common Stock as of five business days prior to the Mailing Date an election form in such form as Parent shall specify record date for the RVI Shareholders Meeting (the “Election FormForm Record Date”). (b) Each Election Form will shall permit the holder (or the beneficial owner owner, within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), through appropriate and customary documentation and instructions), to elect to receive DSW Class B Stock in lieu of DSW Class A Stock (an “Election”) and shall provide that all shares of Shares to specify (i) the number of Shares RVI Common Stock with respect to which such holder elects to receive the Wax Stock Consideration, (ii) the number of Shares with respect to which such holder elects to receive the Wax Cash Consideration or (iii) that such holder makes no election with respect to such holder’s Shares. Any Shares with respect to which the Exchange Agent does an Election has not receive a properly completed Election Form been made during the period (the “Election Period”) from the Mailing Date to 5:00 p.m., New York City time, on the fifth business day that is three Trading Days prior to the Closing Date or such other date as Parent and the Company will, prior to the Closing, mutually agree Effective Time (the “Election Deadline”) will ), shall be deemed converted into DSW Class A Stock pursuant to be No Election SharesSection 2.1(b). Parent and the Company will DSW shall publicly announce the anticipated Election Deadline at least five ten (10) business days prior to the anticipated Closing DateEffective Time. If the Closing Date Effective Time is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent dateby the same number of days, and Parent and the Company DSW shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) DSW shall make available one or more Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners, within the meaning of Rule 13d-3 under the Exchange Act) of RVI Common Stock during the Election Period, and DSW shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any election Election made pursuant to this Section 2.04 will 2.2 shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the person submitting itsuch Election Form, by written notice received by the Exchange Agent during the Election Period. In the event If an Election Form is revoked during the Election Period, the Shares shares of RVI Common Stock represented by such Election Form will shall be deemed to be No Election Sharesconverted into DSW Class A Stock pursuant to Section 2.1(b), except to the extent (if any) a subsequent election is properly made during the Election PeriodPeriod with respect to any or all of the shares of RVI Common Stock covered by that Election Form. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will 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 will shall be binding and conclusive. None of Parent, Holdco, the Company DSW or RVI or the Exchange Agent will shall be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. An election form and other appropriate ------------------- and customary transmittal materials (awhich shall specify that delivery shall be effected, and risk of loss and title to the certificates formerly evidencing shares of Texas Company Eligible Shares shall pass, only upon proper delivery of such certificates to the Xxxxxxxx Xxxxx, in such form as the Texas Company shall designate ("Election -------- Form")) Not less than 30 shall be mailed at least thirty days prior to the anticipated Wax Effective ---- Time or on such other date as the Texas Company shall determine (the “"Mailing Date”), Parent will cause to be mailed ") ------------ to each record holder of Shares (other record of shares of Texas Company Common Stock on the business day which is not more than Excluded Shares) as of five business days prior to the Mailing Date an election form in such form as Parent shall specify (the “"Election Form”Form ------------- Record Date"). (b) . Each Election Form will shall permit a holder of shares of Texas ----------- Company Common Stock (or the beneficial owner through appropriate and customary documentation and instructions) to make an unconditional election ("Cash Share ---------- Election"), subject to the allocation procedures set forth below, with respect -------- to such holder's (or beneficial owner's) shares of Texas Company Common Stock, to have up to 50% of such shares become Texas Company Eligible Shares (each, an "Elected Cash Share"). ------------------ No shares of Texas Company Common Stock with respect to which the holder (or the beneficial owner through customary documentation owner, as the case may be) shall not have submitted to the Exchange Agent an effective, properly completed Election Form on or before 5:00 p.m., Houston, Texas time, on or before the business day which is three business days prior to the Effective Time (or such other time and instructionsdate as Texas Company designates) of Shares (the "Election Deadline") shall be deemed to specify (i) the number of Shares with respect to which be an Elected Cash ----------------- Share and each such holder elects (or beneficial owner, as the case may be) shall be deemed not to receive the Wax Stock Consideration, (ii) the number of Shares with respect to which such holder elects to receive the Wax have made a Cash Consideration or (iii) that such holder makes no election Share Election with respect to such holder’s Sharesshare. Any Shares shares of Texas Company Common Stock with respect to which the Exchange Agent does not receive a holder thereof (or the beneficial owner, as the case may be) has indicated in an effective, properly completed Election Form during submitted to the period Exchange Agent on or before the Election Deadline an election to have such shares become an Elected Cash Share but which cannot become an Elected Cash Share because of the 50% limitation set forth above shall also not be deemed to be an Elected Cash Share and such holder (or beneficial owner, as the “case may be) shall be deemed not to have made a Cash Share Election Period”with respect to such shares. The Texas Company shall use its commercially reasonable efforts to make available one or more Election Forms as may be reasonably requested by any Person who becomes a holder (or beneficial owner) from of shares of Texas Company Common Stock between the Mailing Election Form Record Date to 5:00 p.m., New York City time, and the close of business on the business day that is three Trading Days prior to the Closing Date or such other date as Parent Election Deadline, and the Company will, prior shall provide to the Closing, mutually agree (the “Election Deadline”) will be deemed Exchange Agent all information reasonably necessary for it to be No Election Sharesperform as specified herein. Parent and the Company will publicly announce the anticipated Election Deadline at least five business days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline Any such election shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Any election made pursuant to this Section 2.04 will have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during on or prior to the Election PeriodDeadline. An Election Form shall be deemed properly completed only if accompanied by one or more Texas Company Stock Certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all Elected Cash Shares held by the holder or beneficial owner of such shares, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the person Person submitting it, by written notice received by the Exchange Agent during such Election Form at any time prior to the Election PeriodDeadline. In the event an Election Form is revoked during prior to the Election PeriodDeadline and no subsequent Election Form is delivered to the Exchange Agent prior to the Election Deadline, the Elected Cash Shares represented by such Election Form will shall not be deemed to be No Elected Cash Shares and the holder (or beneficial owner) thereof shall not be deemed to have made a Cash Share Election Shares, except to the extent a subsequent election is properly made during the Election Periodwith respect thereto. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will 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 will shall be binding and conclusive. None of Parent, Holdco, Neither the Texas Company or nor the Exchange Agent will shall be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. (a) Not less than 30 days TD Banknorth shall appoint an agent, who shall be reasonably acceptable to Hxxxxx United (the “Exchange Agent”), for the purpose of exchanging certificates that immediately prior to the anticipated Wax Effective Time evidenced shares of Hxxxxx United Common Stock (the “Mailing DateCertificates”), Parent will cause to be mailed to each record holder of Shares (other than Excluded Shares) as of five business days prior to for the Mailing Date Merger Consideration. The Exchange Agent shall mail an election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent), in such form as Parent Hxxxxx United and TD Banknorth shall specify mutually agree (the “Election Form”). , no later than 15 Business Days prior to the anticipated Effective Time or on such earlier date as TD Banknorth and Hxxxxx United may mutually agree (bthe “Mailing Date”) to each holder of record of Hxxxxx United Common Stock as of five Business Days prior to the Mailing Date (the “Election Form Record Date”), provided, however, that Election Forms need not be mailed prior to the receipt of the Requisite Regulatory Approvals (exclusive of the expiration or termination of statutory waiting periods). The Exchange Agent shall make available an additional Election Form to all Persons who become record holders of Hxxxxx United Common Stock between the Election Form Record Date and the close of business on the fifth Business Day prior to the Election Deadline (the “Secondary Election Form Record Date”). Each Election Form will shall permit the each holder of record of Hxxxxx United Common Stock (or in the case of nominee record holders, the beneficial owner through customary documentation proper instructions and instructionsdocumentation) of Shares to specify (i) the number of Shares with respect to shares of Hxxxxx United Common Stock which such holder elects desires to have converted into the right to receive TD Banknorth Common Stock as provided herein (the Wax “Hxxxxx United Stock Consideration, Election Shares”) and (ii) the number of Shares with respect to shares of Hxxxxx United Common Stock which such holder elects desires to have converted into the right to receive cash as provided herein (the Wax “Hxxxxx United Cash Consideration or (iii) that such holder makes no election with respect to such holder’s Election Shares”). Any Shares holder of Hxxxxx United Common Stock who fails properly to submit an Election Form on or before the Election Deadline in accordance with respect the procedures set forth in this Section 3.2 or shall have acquired shares of Hxxxxx United Common Stock after the Secondary Election Form Record Date shall be deemed to which hold Hxxxxx United Stock Election Shares. (b) To be effective, a properly completed and executed Election Form shall be submitted to the Exchange Agent does not receive a properly completed Election Form during the period (the “Election Period”) from the Mailing Date to on or before 5:00 p.m., New York City time, on a date to be decided by TD Banknorth and reasonably acceptable to Hxxxxx United (which date shall not be earlier than 15 Business Days after the business day that is three Trading Days prior to Mailing Date and no later than the Closing Date or such other date as Parent and the Company will, prior to the Closing, mutually agree Effective Time) (the “Election Deadline”) will ). An Election Form shall be deemed properly completed by a holder of Hxxxxx United Common Stock only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Hxxxxx United Common Stock, held by such holder, or by an appropriate guarantee of delivery of such Certificates from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company in the United States as set forth in such Election Form. Any holder of Hxxxxx United Common Stock who has made an election by submitting an Election Form to be No Election Shares. Parent and the Company will publicly announce the anticipated Election Deadline Exchange Agent may at least five business days any time prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to change such holder’s election by submitting a subsequent daterevised Election Form, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Any election made pursuant to this Section 2.04 will have been properly made only if the Exchange Agent will have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the person submitting it, by written notice and signed that is received by the Exchange Agent during prior to the Election PeriodDeadline. In the event an Election Form is revoked during Any holder of Hxxxxx United Common Stock may at any time prior the Election Period, the Shares represented by Deadline revoke such Election Form will be deemed to be No Election Shares, except to the extent a subsequent holder’s election is properly made during the Election Period. Subject to the terms of this Agreement and of the Election Form, withdraw such holder’s Certificates deposited with the Exchange Agent will have reasonable discretion by written notice 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 will be binding and conclusive. None received by the close of Parent, Holdco, business on the Company or day prior to the Exchange Agent will be under any obligation to notify any Person of any defect in an Election FormDeadline.

Election Procedures. (a) Not less than 30 days prior to the anticipated Wax Effective Time (the “Mailing Date”), Parent will cause to be mailed to each record holder of Shares shares of Company Stock (other than Excluded Sharesshares of Company Stock cancelled pursuant to Section 2.04(c)) as of five business days Business Days prior to the Mailing Date Date: (x) an election form in such form consistent with the terms of this Agreement as Parent shall specify (which such form shall be reasonably acceptable to the Company) (the “Election Form”) and (y) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Stock shall be deemed to pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof together with the required indemnity) or transfer of the Book-Entry Shares to the Exchange Agent, and shall be in a customary form and have such other provisions as are reasonably acceptable to the Company and Parent, including instructions for use in effecting the surrender or transfer (the “Letter of Transmittal”). The Election Form shall state the procedures for electing the Merger Consideration and shall specify the number of shares of Parent Common Stock and/or amount of cash that comprise the Alternative Consideration as determined by Parent. (b) Each Election Form will permit the each holder (or the beneficial owner through customary documentation and instructions) of Shares shares of Company Stock to specify (i) the number of Shares shares of Company Stock with respect to which such holder elects to receive the Wax Stock CVR Consideration, (ii) the number of Shares shares of Company Stock with respect to which such holder elects to receive the Wax Cash & Stock Consideration or (iii) that such holder makes no election with respect to such holder’s Sharesshares of Company Stock. Any Shares shares of Company Stock with respect to which the Exchange Agent does not receive a properly completed Election Form during the period (the “Election Period”) from the Mailing Date to 5:00 p.m., New York City Eastern time, on the business day that date which Parent and the Company shall agree is as near as practicable to three Trading Business Days prior to preceding the Closing Date Date, or such other date as Parent and the Company will, prior to the Closing, mutually agree (the “Election Deadline”) ), will be deemed to be No Election Shares. Parent and the Company will shall publicly announce the anticipated date of the Election Deadline at least five business days three Business Days prior to the anticipated Closing DateElection Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Parent shall direct the Exchange Agent to make Election Forms available as may be reasonably requested from time to time by all Persons who become holders of record of Company Stock between the date that is five Business Days prior to the Mailing Date and the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent to perform as specified in this Agreement and as specified in any agreement between Parent and/or the Company and the Exchange Agent. (d) Any election made pursuant to this Section 2.04 3.01 will have been properly made only if the Exchange Agent will have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the person Person submitting it, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the Shares shares of Company Stock represented by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Any termination of this Agreement in accordance with Article IX shall result in the revocation of all Election Forms delivered to the Exchange Agent on or prior to the date of such termination. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will 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 will be binding and conclusive. None of Parent, HoldcoFirst Merger Sub, Second Merger Sub, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. (a) Not less than 30 days Each Person who, at or prior to the anticipated Wax Effective Time Election Deadline, is a record holder of shares of Company Common Stock (which, for purposes of this Section 2.04, shall include the holders of all Cash-Out RSUs) shall have the right, subject to the limitations set forth in this Article II, to submit an election on or prior to the Election Deadline in accordance with the procedures set forth in this Section 2.04. (b) At the time of the mailing of the Proxy Statement to holders of record of shares of Company Common Stock entitled to vote at the Company Stockholders Meeting (the “Mailing Date”), Parent will cause the Company shall use reasonable best efforts to be mailed to each record holder of Shares (other than Excluded Shares) as of five business days prior to the Mailing Date mail an election form and other appropriate and customary transmittal materials (which, in the case of shares of Company Common Stock represented by Certificates, shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent, upon adherence to the procedure set forth in the Letter of Transmittal, and shall be in such form and have such other provisions as Parent shall specify and the Company may reasonably agree) (the “Election Form”)) to each holder of record of shares of Company Common Stock as of the record date for the Company Stockholders Meeting. Holders of record of Company Common Stock who hold such Company Common Stock as nominees, trustee or in other representative capacities may, through proper instructions and documentation, submit a separate Election Form on or before the Election Deadline with respect to each beneficial owner for whom such nominee, trustee or representative holds such Company Common Stock. (bc) Each Election Form will shall permit each Person who, at or prior to the Election Deadline, is a record holder (or or, in the case of nominee record holders, the beneficial owner owner, through customary documentation proper instructions and instructionsdocumentation) of Shares shares of Company Common Stock, other than any Dissenting Stockholder, to specify (i) the number of Shares shares of Company Common Stock with respect to which such holder elects to receive the Wax Stock Considerationmakes a Share Election, (ii) the number of Shares shares of Company Common Stock with respect to which such holder elects to receive the Wax Cash Consideration or makes a Mixed Election, and (iii) that the number of shares of Company Common Stock with respect to which such holder makes no election with respect to such holder’s Shares. a Cash Election. (d) Any Shares shares of Common Stock with respect to which the Exchange Agent does has not receive a received an effective, properly completed Election Form during the period (the “Election Period”) from the Mailing Date to at or before 5:00 p.m., New York City time, on the business day Business Day that is three Trading Days prior to one (1) Business Day immediately preceding the Closing Date date of the Company Stockholders Meeting (or such other date as may be mutually agreed by Parent and the Company will, prior to the Closing, mutually agree Company) (the “Election Deadline”) will ), shall be deemed to be No Non-Election Shares. Parent and If the Company will publicly announce the anticipated Election Deadline at least five business days prior to the anticipated Closing Date. If the Closing Date Stockholders Meeting is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. For the avoidance of doubt, any Non-Election Shares will receive the Mixed Consideration. (ce) Parent shall direct the Exchange Agent to make Election Forms available as may be reasonably requested from time to time by all Persons who become holders of record of Company Common Stock between the record date for the Company Stockholders Meeting and the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent to perform as specified in this Agreement and as specified in any agreement between Parent and/or the Company and the Exchange Agent. (f) Any election made pursuant to this Section 2.04 will shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during by the Election PeriodDeadline. After a Share Election, Mixed Election or Cash Election is validly made with respect to any shares of Company Common Stock, any subsequent transfer of such shares of Company Common Stock shall automatically revoke such election. Any Election Form may be revoked or changed by the person Person submitting itsuch Election Form, by written notice of such revocation received by the Exchange Agent during prior to the Election PeriodDeadline. In the event an Election Form is revoked during prior to the Election PeriodDeadline, the Shares shares of Company Common Stock represented by such Election Form will be deemed to be No shall become Non-Election Shares, except to the extent a subsequent election is properly made during and not revoked with respect to any or all of such shares of Company Common Stock prior to the Election PeriodDeadline. Any termination of this Agreement in accordance with Article VIII shall result in the revocation of all Election Forms delivered to the Exchange Agent on or prior to the date of such termination. (g) Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will shall have reasonable discretion to determine whether any election, election or revocation or change has been properly or timely made and to disregard immaterial defects in the any submitted Election Forms, and any Form. Any good faith decisions determinations of the Exchange Agent (or, in the event that the Exchange Agent declines to make any such determination, the joint determination of Parent and the Company) regarding such matters will shall be binding and conclusive. None of Parent, Holdco, the Company or the Exchange Agent will shall be under any obligation to notify any Person of any defect in an Election Form. The Exchange Agent (or, in the event the Exchange Agent declines to make such computations, Parent and the Company jointly) shall also make all computations contemplated by Sections 2.01(c), 2.02(f) and 2.05 hereof, and absent manifest error such computations shall be conclusive and binding on Parent, the Company and all holders of Company Common Stock. (h) 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 and the payment of the Merger Consideration.

Election Procedures. (a) Not less than 30 An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent (as defined below)) in such form as Parent and the Company shall mutually agree (the “Election Form”) shall be mailed 35 days prior to the anticipated Wax Effective Time Date or on such other date as the Company and Parent shall mutually agree (the “Mailing Date”), Parent will cause to be mailed ) to each record holder of Shares (other than Excluded Shares) record of Company Common Stock as of five the close of business days on the fifth business day prior to the Mailing Date an election form in such form as Parent shall specify (the “Election FormForm Record Date”). (b) Each Election Form will shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of Shares to specify (i) the number of Shares shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Wax Per Share Stock ConsiderationConsideration (“Stock Election Shares”), (ii) the number of Shares shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Wax Per Share Cash Consideration (“Cash Election Shares”), or (iii) that such holder makes no election with respect to such holder’s Company Common Stock (“No Election Shares”). Any Shares Company Common Stock with respect to which the Exchange Agent does has not receive a received an effective, properly completed Election Form during on or before 5:00 p.m., on the period (the “Election Period”) from 33rd day following the Mailing Date to 5:00 p.m., New York City time, on the business day that is three Trading Days prior to the Closing Date (or such other time and date as Parent and the Company will, prior to the Closing, may mutually agree agree) (the “Election Deadline”) will shall also be deemed to be “No Election Shares. .” (c) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Company Common Stock between the Election Form Record Date and the Company will publicly announce close of business on the anticipated Election Deadline at least five business days day prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent dateElection Deadline, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, provide to the rescheduled Election DeadlineExchange Agent all information reasonably necessary for it to perform as specified herein. (cd) Any such election made pursuant to this Section 2.04 will shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during by the Election PeriodDeadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the person submitting it, by written notice received by the Exchange Agent during such Election Form at or prior to the Election PeriodDeadline. In the event an Election Form is revoked during prior to the Election PeriodDeadline, the Shares shares of Company Common Stock represented by such Election Form will be deemed shall become No Election Shares and Parent shall cause the certificates representing such Company Common Stock to be No Election Shares, except promptly returned without charge to the extent a subsequent election is properly made during Person submitting the Election PeriodForm upon written request to that effect from the holder who submitted the Election Form. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will 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 will shall be binding and conclusive. None of Parent, Holdco, the Company or Neither Parent nor the Exchange Agent will shall be under any obligation to notify any Person person of any defect in an Election Form. (e) Within ten business days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, Parent shall cause the Exchange Agent to effect the allocation among the holders of Company Common Stock of rights to receive Parent Common Stock or cash in the Merger in accordance with the Election Forms as follows:

Election Procedures. Each holder of record of shares of NCF Common Stock ("Holder") shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Not less than 30 days prior Each Holder may specify in a request made in accordance with the provisions of this Section 2.1 (herein called an "Election") (x) the number of shares of NCF Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and (y) the anticipated Wax Effective Time (the “Mailing Date”), Parent will cause number of shares of NCF Common Stock owned by such Holder with respect to be mailed which such Holder desires to each record holder of Shares (other than Excluded Shares) as of five business days prior to the Mailing Date an election form in such form as Parent shall specify (the “Election Form”)make a Cash Election. (b) Each Election Form will permit the holder (or the beneficial owner through customary documentation and instructions) of Shares STI shall prepare a form reasonably acceptable to specify (i) the number of Shares with respect to which such holder elects to receive the Wax Stock Consideration, (ii) the number of Shares with respect to which such holder elects to receive the Wax Cash Consideration or (iii) that such holder makes no election with respect to such holder’s Shares. Any Shares with respect to which the Exchange Agent does not receive a properly completed Election Form during the period NCF (the “"Form of Election") which shall be mailed to NCF's shareholders entitled to vote at the NCF Stockholders Meeting (as hereinafter defined) so as to permit NCF's shareholders to exercise their right to make an Election Period”) from the Mailing Date to 5:00 p.m., New York City time, on the business day that is three Trading Days prior to the Closing Date or such other date as Parent and the Company will, prior to the Closing, mutually agree (the “Election Deadline”) will be deemed to be No Election Shares. Parent and the Company will publicly announce the anticipated Election Deadline at least five business days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) STI shall make the Form of Election initially available at the time that the Joint Proxy Statement (as defined herein) is made available to the shareholders of NCF, to such shareholders, and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder of NCF who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. In no event shall the Form of Election be made available less than twenty (20) days prior to the Election Deadline. (d) Any election made pursuant to this Section 2.04 will Election shall have been made properly made only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company designated by STI and reasonably acceptable to NCF (the "Exchange Agent"), pursuant to an agreement (the "Exchange Agent will Agreement") entered into prior to the mailing of the Form of Election to NCF shareholders and reasonably acceptable to NCF, shall have actually received received, by 5:00 p.m. local time in the city in which the principal office of such Exchange Agent is located, on the date of the Election Deadline, a Form of Election properly completed and signed and accompanied by NCF Stock Certificates to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form during of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the Election Period. Any Election Form may be revoked or changed by the person submitting itUnited States; provided, by written notice received by that such certificates are in fact delivered to the Exchange Agent during by the Election Periodtime required in such guarantee of delivery. In the event an Election Form is revoked during the Election Period, the Shares represented Failure to deliver shares of NCF Common Stock covered by such Election Form will a guarantee of delivery within the time set forth on such guarantee shall be deemed to be No invalidate any otherwise properly made Election, unless otherwise determined by STI, in its sole discretion. As used herein, "Election Shares, except Deadline" means 5:00 p.m. on the date that is the day prior to the extent date of the NCF Stockholders Meeting. NCF and STI shall cooperate to issue a subsequent election is properly made during press release reasonably satisfactory to each of them announcing the Election Period. Subject to the terms of this Agreement and date of the Election FormDeadline not more than fifteen (15) business days before, and at least five (5) business days prior to, the Exchange Agent will 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 will be binding and conclusive. None of Parent, Holdco, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election FormDeadline.

Election Procedures. Each holder of record of shares of Anchor Common Stock and Anchor Restricted Stock Awards to be converted into the right to receive the Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Sections 1.5(a) and 2.1 (a “Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Not less than 30 days prior to the anticipated Wax Effective Time (the “Mailing Date”), Parent will cause to be mailed to each record holder of Shares (Each Holder other than Excluded Sharesholders of Dissenting Shares may specify in a request made in accordance with the provisions of this Section 2.2 (herein called an “Election”) as of five business days prior to the Mailing Date an election form in such form as Parent shall specify (the “Election Form”). (b) Each Election Form will permit the holder (or the beneficial owner through customary documentation and instructions) of Shares to specify (i) the number of Shares shares of Anchor Common Stock owned by such Holder (or subject to such Anchor Restricted Stock Awards) with respect to which such holder elects Holder desires to receive the Wax make a Stock Consideration, Election and (ii) the number of Shares shares of Anchor Common Stock owned by such Holder (or subject to such Anchor Restricted Stock Awards) with respect to which such holder elects Holder desires to receive the Wax make a Cash Consideration or Election. (iiib) that Old National shall prepare a form reasonably acceptable to Anchor, including appropriate and customary transmittal materials in such holder makes no election with respect form as prepared by Old National and reasonably acceptable to such holder’s Shares. Any Shares with respect to which the Exchange Agent does not receive a properly completed Election Form during the period Anchor (the “Form of Election”), so as to permit Holders to exercise their right to make an Election. (c) Old National (i) shall initially make available and mail the Form of Election Period”not less than thirty (30) from the Mailing Date to 5:00 p.m., New York City time, on the business day that is three Trading Days prior to the Closing Date or such other date as Parent and the Company will, prior to the Closing, mutually agree (the “Election Deadline”) will be deemed to be No Election Shares. Parent and the Company will publicly announce the anticipated Election Deadline at least five business days prior to the anticipated Closing Date. If Election Deadline to Holders of record as of the Closing Date is delayed business day prior to a subsequent such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder or holder of Anchor Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline shall be similarly delayed is referred to a subsequent date, and Parent and herein as the Company shall promptly announce any such delay and, when determined, the rescheduled “Election DeadlinePeriod”. (cd) Any election made pursuant to this Section 2.04 will Election shall have been made properly made only if the Exchange Agent will Old National shall have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the person submitting itreceived, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Shares represented Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form will be deemed of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of Old National is located) on the date which the parties shall agree is as near as practicable to be No Election Shares, except two (2) business days preceding the Closing Date. The Parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the extent a subsequent election is properly made during the Election Period. Subject to the terms of this Agreement and date of the Election FormDeadline not more than fifteen (15) business days before, and at least five (5) business days prior to, the Exchange Agent will 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 will be binding and conclusive. None of Parent, Holdco, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election FormDeadline.

Election Procedures. (a) Not PSFC and Emclaire shall prepare a form for purposes of making elections and containing instructions with respect thereto (the "Election Form"). The Election Form shall be distributed to each Holder at such time as PSFC and Emclaire shall determine and shall specify the date by which all such elections must be made (the "Election Deadline") which date shall be the date of the meeting of PSFC Shareholders to approve the Merger or such other date determined by PSFC and Emclaire. In the event the Closing does not take place within ten (10) business days after the meeting of PSFC Shareholders to approve the Merger, new Election Forms shall be sent via first class mail to PSFC Shareholders providing such shareholders an opportunity to change their election by a specific time period ("New Election Deadline"). Such new Election Deadline be no less than 30 days prior to the anticipated Wax Effective Time ten (the “Mailing Date”), Parent will cause to be mailed to each record holder of Shares (other than Excluded Shares10) as of five business days prior to from the Mailing Date an election form in such form as Parent shall specify (the “Election Form”)Closing. (b) Each Elections shall be made by Holders by mailing to the Exchange Agent a completed Election Form. To be effective, an Election Form will permit must be properly completed, signed and submitted to the holder (or Exchange Agent accompanied by certificates representing the beneficial owner through customary documentation and instructions) shares of Shares to specify (i) the number of Shares with respect to which such holder elects to receive the Wax PSFC Common Stock Consideration, (ii) the number of Shares with respect to which such holder elects to receive the Wax Cash Consideration or (iii) that such holder makes no election with respect to such holder’s Shares. Any Shares with respect as to which the Exchange Agent does not receive election is being made (or by an appropriate guaranty of delivery by a properly completed commercial bank or trust company in the United States or a member of a registered national security exchange or the National Association of Security Dealers, Inc.), or by evidence that such certificates have been lost, stolen or destroyed accompanied by such security or indemnity as shall be reasonably requested by Emclaire. An Election Form during the period (the “Election Period”) from the Mailing Date to 5:00 p.m., New York City time, on the business day that is three Trading Days prior to the Closing Date or such other date as Parent and the Company will, prior to the Closing, mutually agree (the “Election Deadline”) will accompanying share certificates must be deemed to be No Election Shares. Parent and the Company will publicly announce the anticipated Election Deadline at least five business days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Any election made pursuant to this Section 2.04 will have been properly made only if received by the Exchange Agent will have actually received a properly completed Election Form during by the close of business on the Election PeriodDeadline. Any Election Form An election may be changed or revoked or changed by the person submitting it, but only by written notice received by the Exchange Agent during prior to the Election Period. In Deadline including, in the event an case of a change, a properly completed revised Election Form is revoked during Form. (c) Emclaire will have the Election Perioddiscretion, the Shares represented by such Election Form will be deemed to be No Election Shares, except which it may delegate in whole or in part to the extent a subsequent election is properly made during the Election Period. Subject to the terms of this Agreement and of the Election FormExchange Agent, the Exchange Agent will have reasonable discretion to determine whether any election, revocation or change has the Election Forms have been properly completed, signed and submitted or timely made changed or revoked and to disregard immaterial defects in the Election Forms, and any good faith decisions . The decision of Emclaire (or the Exchange Agent regarding Agent) in such matters will shall be binding conclusive and conclusivebinding. None of Parent, Holdco, the Company or Neither Emclaire nor the Exchange Agent will be under any obligation to notify any Person person of any defect in an Election FormForm submitted to the Exchange Agent. (d) For the purposes hereof, a Holder who does not submit an effective Election Form to the Exchange Agent prior to the Election Deadline shall be deemed to have made a Non-Election. (e) In the event that this Agreement is terminated pursuant to the provisions hereof and any shares or PSFC Stock Options have been transmitted to the Exchange Agent pursuant to the provisions hereof, Emclaire and PSFC shall cause the Exchange Agent to promptly return such shares to the person submitting the same.

Election Procedures. (a) Not less than 30 days prior An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the anticipated Wax Effective Time (the “Mailing Date”)Certificates theretofore representing shares of Company Common Stock shall pass, Parent will cause to be mailed to each record holder only upon proper delivery of Shares (other than Excluded Shares) as of five business days prior such Certificates to the Mailing Date an election form Exchange Agent) in such form as Parent shall specify and as shall be reasonably acceptable to the Company (the “Election Form”) and pursuant to which each holder of record of shares of Company Common Stock as of the close of business on the Election Form Record Date may make an election pursuant to this Section 1.7 shall be mailed together with the Proxy Statement or at such other time as the Company and Parent may agree (the “Mailing Date”) to each holder of record of Company Common Stock as of the close of business on the record date for notice of the Company Special Meeting (the “Election Form Record Date”). (b) Each Election Form will shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) ), other than any holder of Shares Dissenting Shares, to specify (i) the number of Shares shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Wax Per Share Stock ConsiderationConsideration (“Stock Election Shares”), (ii) the number of Shares shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Wax Per Share Cash Consideration (“Cash Election Shares”), or (iii) that such holder makes no election with respect to such holder’s Company Common Stock (“No Election Shares”). Any Shares Company Common Stock with respect to which the Exchange Agent does has not receive a received an effective, properly completed Election Form during the period (the “Election Period”) from the Mailing Date to on or before 5:00 p.m., New York City time, on the business 33rd day that is three Trading Days prior to following the Closing Mailing Date (or such other time and date as Parent and the Company will, prior to the Closing, mutually agree and Parent shall agree) (the “Election Deadline”) will (other than any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall also be deemed to be “No Election Shares. .” (c) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Company Common Stock between the Election Form Record Date and the Company will publicly announce close of business on the anticipated Election Deadline at least five business days Business Day prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent dateElection Deadline, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, provide to the rescheduled Election DeadlineExchange Agent all information reasonably necessary for it to perform as specified herein. (cd) Any such election made pursuant to this Section 2.04 will shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during by the Election PeriodDeadline. With respect to shares of Company Common Stock represented by a Certificate, an Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all certificated shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the person Person submitting it, by written notice received by the Exchange Agent during such Election Form prior to the Election PeriodDeadline. In the event an Election Form is revoked during prior to the Election PeriodDeadline, the Shares shares of Company Common Stock represented by such Election Form will be deemed shall become No Election Shares and Parent shall cause the Certificates, if any, representing Company Common Stock to be No promptly returned without charge to the Person submitting the Election SharesForm upon written request to that effect from the holder who submitted the Election Form, except to the extent (if any) a subsequent election is properly made during with respect to any or all of the Election Periodapplicable shares of Company Common Stock. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will 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 will shall be binding and conclusive. None of Parent, HoldcoMerger Sub I, the Company Merger Sub II or the Exchange Agent will shall be under any obligation to notify any Person of any defect in an Election Form. (e) Within five Business Days after the Election Deadline, unless the Merger I Effective Time has not yet occurred, in which case as soon after the Merger I Effective Time as practicable (and in no event more than five Business Days after the Merger I Effective Time), Parent shall cause the Exchange Agent to effect the allocation among the holders of Company Common Stock of rights to receive Parent Depositary Shares or cash pursuant to the First Merger in accordance with the Election Forms as follows:

Election Procedures. 3.2.1. In the aggregate, fifty percent (a50.0%) Not of the total number of shares of Cheviot Financial Common Stock issued and outstanding at the Effective Time (excluding any Non-Fiduciary Stock (the “Stock Conversion Number”)), shall be converted into the Per Share Stock Consideration and the remaining outstanding shares of Cheviot Financial Common Stock shall be converted into the Per Share Cash Consideration. Shares of Cheviot Financial Common Stock as to which a Cash Election (including, as part of a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of Cheviot Financial Common Stock as to which a Stock Election has been made (including, as part of a Mixed Election) are referred to as “Stock Election Shares.” Shares of Cheviot Financial Common Stock as to which no election has been made (or as to which an Election Form is not timely returned or not properly completed) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Cheviot Financial Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.” 3.2.2. An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon timely and proper delivery of such Certificates to the Exchange Agent), in such form as Cheviot Financial and MainSource shall mutually agree (“Election Form”), shall be mailed not less than 30 20 business days but not more than 40 business days prior to the anticipated Wax Effective Time or on such other date as MainSource and Cheviot Financial shall mutually agree (the “Mailing Date”), Parent will cause to be mailed ) to each record holder of Shares (other than Excluded Shares) record of Cheviot Financial Common Stock as of five business days prior to the Mailing Date an election form in Date, or such form other date as Parent the parties shall specify agree (the “Election FormForm Record Date”). (b) . Each Election Form will shall permit such holder, subject to the holder (or the beneficial owner through customary documentation allocation and instructions) of Shares to specify election procedures set forth in this Section 3.2, (i) the number of Shares with respect to which such holder elects elect to receive the Wax Per Share Cash Consideration for all of the shares of Cheviot Financial Common Stock Considerationheld by such holder (a “Cash Election”), (ii) the number of Shares with respect to which such holder elects elect to receive the Wax Per Share Stock Consideration for all of the shares of Cheviot Financial Common Stock held by such holder (a “Stock Election”), (iii) elect to receive the Per Share Stock Consideration for a portion of such holder’s Cheviot Financial Common Stock and the Per Share Cash Consideration for the remaining portion of such holder’s Cheviot Financial Common Stock (the “Cash/Stock Consideration”) (an election to receive the Cash/Stock Consideration is referred to as a “Mixed Election”), or (iv) to indicate that such record holder has no preference as to the receipt of the Per Share Cash Consideration or the Per Share Stock Consideration for such shares of Cheviot Financial Common Stock (iiia “Non-Election”). A holder of record of shares of Cheviot Financial Common Stock who holds such shares as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Forms, provided that each such holder makes no election with respect to Election Form covers all the shares of Cheviot Financial Common Stock held by such holder’s SharesRepresentative for a particular beneficial owner. Any Shares shares of Cheviot Financial Common Stock with respect to which the holder thereof shall not, as of the Election Deadline, have made an election by submission to the Exchange Agent does not receive of an effective, properly completed Election Form shall be deemed Non-Election Shares. 3.2.3. To be effective, a properly completed Election Form during shall be submitted to the period (the “Election Period”) from the Mailing Date to Exchange Agent on or before 5:00 p.m., New York City time, on the business 20th calendar day that is three Trading Days prior to following the Closing Mailing Date (or such other time and date as Parent MainSource and the Company will, prior to the Closing, Cheviot Financial may mutually agree agree) (the “Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Closing Date. Cheviot Financial shall make available Election Forms to persons who become holders (or beneficial owners) will be deemed to be No of Cheviot Financial Common Stock between the Election Shares. Parent Form Record Date and the Company will publicly announce close of business on the anticipated Election Deadline at least five business days day prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Any . Cheviot Financial shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An election made pursuant to this Section 2.04 will shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during by the Election PeriodDeadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Cheviot Financial Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If a Cheviot Financial stockholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline without submitting a properly completed replacement Election Form, the shares of Cheviot Financial Common Stock held by such stockholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the person submitting it, such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent during at or prior to the Election PeriodDeadline. In MainSource shall cause the event an Certificate or Certificates relating to any revoked Election Form is revoked during to be promptly returned without charge to the person submitting the Election Period, the Shares represented by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election PeriodExchange Agent. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will shall have reasonable discretion to determine whether when any election, modification or revocation is received and whether any such election, modification or change revocation has been properly or timely made made. 3.2.4. If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to disregard immaterial defects receive the Per Share Cash Consideration, and, subject to Section 3.1.6 hereof, each holder of Stock Election Shares will be entitled to receive the Per Share Stock Consideration only with respect to that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Per Share Cash Consideration. 3.2.5. If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Per Share Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election FormsShares, and any good faith decisions then all Cash Election Shares shall be converted into the right to receive the Per Share Cash Consideration and, subject to Section 3.1.6 hereof, each holder of Non-Election Shares shall receive the Exchange Agent regarding Per Share Stock Consideration in respect of that number of Non-Election Shares held by such matters will be binding and conclusive. None holder equal to the product obtained by multiplying (x) the number of Parent, HoldcoNon-Election Shares held by such holder by (y) a fraction, the Company or numerator of which is the Exchange Agent will Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Per Share Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be under any obligation converted into the right to notify any Person receive the Per Share Stock Consideration, and, subject to Section 3.1.6 hereof, each holder of any defect Cash Election Shares shall receive the Per Share Stock Consideration in an respect of that number of Cash Election FormShares held by such holder equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Per Share Cash Consideration.

Election Procedures. (a) Not less than 30 A Letter of Transmittal, an election form and other appropriate and customary transmittal materials in such form as Parent and the Company shall mutually agree (the “Election Form”) shall be mailed thirty-five (35) days prior to the anticipated Wax Effective Time Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”), Parent will cause to be mailed ) to each record holder of Shares (other than Excluded Shares) record of Company Common Stock as of five the close of business days on the fifth (5th) Business Day prior to the Mailing Date an election form in such form as Parent shall specify (the “Election FormForm Record Date”). (b) Each Election Form will shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of Shares to specify (i) the number of Shares shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Wax Per Share Stock ConsiderationConsideration (the “Stock Election Shares”), (ii) the number of Shares shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Wax Per Share Cash Consideration or (the “Cash Election Shares”) and (iii) that the number of shares of such holder’s Company Common Stock with respect to which such holder makes no election with respect to such holder’s receive the Per Share Stock Consideration or the Per Share Cash Consideration (the “No Election Shares”). Any Shares Company Common Stock (other than Dissenting Shares) with respect to which the Exchange Agent does has not receive a received an effective, properly completed Election Form during the period (the “Election Period”) from the Mailing Date to on or before 5:00 p.m., New York City time, on the business thirtieth (30th) day that is three Trading Days prior to following the Closing Mailing Date (or such other time and date as Parent and the Company will, prior to the Closing, may mutually agree agree) (the “Election Deadline”) will shall be deemed to be No Election Shares. Parent . (c) The Company shall make available one or more Election Forms as may reasonably be requested from time to time by any person who becomes a holder (or beneficial owner) of Company Common Stock between the Election Form Record Date and the Company will publicly announce close of business on the anticipated Election Deadline at least five business days Business Day prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (cd) Any such election made pursuant to this Section 2.04 will shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during by the Election PeriodDeadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials (including a Letter of Transmittal) included in the Election Form. Any Election Form may be revoked or changed by the person submitting it, such Election Form only by written notice received by the Exchange Agent during prior to the Election PeriodDeadline. In the event an Election Form is revoked during prior to the Election PeriodDeadline, unless a subsequent properly completed Election Form is submitted and actually received by the Exchange Agent by the Election Deadline, the Shares shares of Company Common Stock represented by such Election Form will be deemed shall become No Election Shares and the Company shall cause the applicable Certificates to be No Election Shares, except promptly returned without charge to the extent a subsequent election is properly made during person submitting the Election PeriodForm upon written request to that effect from the holder who submitted the Election Form. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will 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 Company or the Exchange Agent regarding such matters will shall be binding and conclusive. None of Parent, Holdco, the Company or the Exchange Agent will shall be under any obligation to notify any Person person of any defect in an Election Form. (e) Notwithstanding any other provision contained in this Agreement, (i) the quotient of (A) the aggregate dollar value of the Stock Consideration (assuming that each share of Parent Common Stock has a value of $14.04) and (B) the Aggregate Total Consideration (the “Stock Percentage”) shall equal 42% (the “Required Stock Percentage”) and (ii) the quotient of (A) Cash Consideration plus aggregate Dissenting Stockholder Consideration (assuming the amount payable for each Dissenting Share is equal to the Per Share Cash Consideration) and (B) the Aggregate Total Consideration (the “Cash Percentage”) shall equal 58% (the “Required Cash Percentage”). (f) Notwithstanding any other provision contained in this Agreement, (i) the maximum number of shares of Company Common Stock that may be converted into the right to receive Stock Consideration shall be equal to the Required Stock Percentage of the issued and outstanding shares of Company Common Stock (other than Excluded Shares) immediately prior to the Effective Time (the “Maximum Stock Shares”) and (ii) the maximum number of shares of Company Common Stock that may be converted into the right to receive Cash Consideration and Dissenting Stockholder Consideration shall be equal to the Required Cash Percentage of the issued and outstanding shares of Company Common Stock (other than Excluded Shares) immediately prior to the Effective Time (the “Maximum Cash Shares”). (g) Within three (3) Business Days after the Effective Time, Parent shall cause the Exchange Agent to effect the allocation among the former holders of Company Common Stock of rights to receive the Merger Consideration as follows:

Election Procedures. (a) Not less than 30 days prior At the time of mailing of the Proxy Statement/Prospectus to holders of record of Company Common Stock entitled to vote at the anticipated Wax Effective Time Company Stockholders Meeting (such date, the “Mailing Date”), Parent will cause to (i) an election form, (ii) a letter of transmittal (which, in the case of shares of Company Common Stock represented by Certificates, shall specify that delivery shall be mailed to each record holder effected, and risk of Shares (other than Excluded Shares) as of five business days prior loss and title to the Mailing Date an election form shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent, upon adherence to the procedures set forth in the letter of transmittal, and shall be in such form and have such other provisions as Parent shall specify and the Company may reasonably agree) and (iii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the applicable Merger Consideration (the material described in clauses (i) through (iii), collectively, the “Election Form”)) shall be mailed to each holder of record of shares of Company Common Stock as of the record date for the Company Stockholders Meeting. (b) Each Election Form will shall permit the holder (or the beneficial owner through customary documentation and instructions) of Shares to specify (i) the number of Shares shares of such holder’s Company Common Stock with respect to which such holder makes a Cash Election, and (ii) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Wax make a Stock Consideration, (ii) the number of Shares with respect to which such holder elects to receive the Wax Cash Consideration or (iii) that such holder makes no election with respect to such holder’s SharesElection. Any Shares shares of Company Common Stock with respect to which the Exchange Agent does has not receive a received an effective, properly completed Election Form during the period (the “Election Period”) from the Mailing Date to on or before 5:00 p.m., New York City time, on the business day Business Day that is three Trading four (4) Business Days prior to the Closing Date (which date shall be publicly announced by Parent as soon as reasonably practicable but in no event less than five (5) Business Days prior to the Closing Date) (or such other time and date as Parent and the Company will, prior to the Closing, mutually and Parent shall agree in writing) (the “Election Deadline”) will shall be deemed to be No Election Non-Electing Company Shares. Parent and the Company will publicly announce the anticipated Election Deadline at least five business days prior to the anticipated Closing Date. If the Closing Date Effective Time is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Parent shall direct the Exchange Agent to make Election Forms available as may reasonably be requested from time to time by all Persons who become holders of Company Common Stock between the record date for the Company Stockholders Meeting and the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein and as specified in any agreement with the Exchange Agent. (d) Any election made pursuant to this Section 2.04 will 2.2 shall have been properly made only if the Exchange Agent will shall have actually received a properly completed and signed Election Form during prior to the Election PeriodDeadline accompanied by any Certificates and Book-Entry Shares representing shares of Company Common Stock. Any Election Form may be revoked or changed by the person Person submitting itsuch Election Form, by written notice received by the Exchange Agent during prior to the Election PeriodDeadline. In the event an Election Form is revoked during prior to the Election PeriodDeadline, the Shares shares of Company Common Stock represented by such Election Form will be deemed to be No Election shall become Non-Electing Company Shares, except to the extent ; provided that a subsequent election is properly may be made during with respect to any or all of such shares of Company Common Stock prior to the Election PeriodDeadline pursuant to this Section 2.2. In addition, all Cash Elections and Stock Elections shall automatically be revoked and all Certificates and Book-Entry Shares representing shares of Company Common Stock in the custody of the Exchange Agent shall be promptly returned without charge if this Agreement is terminated in accordance with Article VII of this Agreement or otherwise upon the written request of the holder who submitted the applicable Election Form and shares of Company Common Stock. (e) Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will Agent, in consultation with both Parent and the Company, shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the any submitted Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters will shall be binding and conclusive. None of Parent, Holdco, Parent or the Company or the Exchange Agent will shall be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. Each holder of record of shares of Company Common Stock (including Company Restricted Stock and shares of Company Common Stock issued upon exercise of Company Options pursuant to Section 3.10(a)) issued and outstanding immediately prior to the Effective Time (a “Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election on or prior to the Election Deadline in accordance with the following procedures: (a) Not less than 30 days prior to Each Holder may specify in a request made in accordance with the anticipated Wax Effective Time provisions of this Section 3.3 (the herein called an “Mailing DateElection”), Parent will cause to be mailed to each record holder of Shares (other than Excluded Shares) as of five business days prior to the Mailing Date an election form in such form as Parent shall specify (the “Election Form”). (b) Each Election Form will permit the holder (or the beneficial owner through customary documentation and instructions) of Shares to specify (i) the number of Shares shares of Company Common Stock owned by such Holder with respect to which such holder elects Holder desires to receive the Wax make a Stock Consideration, Election and (ii) the number of Shares shares of Company Common Stock owned by such Holder with respect to which such holder elects Holder desires to receive make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to the Wax Cash Consideration or (iii) that such holder makes no election with respect to such holder’s Shares. Any Shares with respect to which the Exchange Agent does not receive a properly completed Election Form during the period Company (the “Form of Election”), which shall be mailed by the Company to record holders of Company Common Stock so as to permit those holders to exercise their right to make an Election Period”prior to the Election Deadline. (c) from The Company shall mail or cause to be mailed the Mailing Date Form of Election to 5:00 p.m., New York City time, on record holders of Common Stock as of the business day that is three Trading record date for the Company Stockholder Meeting not less than twenty (20) Business Days prior to the Closing Date anticipated Election Deadline and shall use reasonable best efforts to make available as promptly as possible a Form of Election to all persons who become holders of shares of Common Stock during the period following the record date for the Company Stockholder Meeting and prior to the Election Deadline. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by Certificates representing the shares of Company Common Stock to which such other Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company or by an appropriate customary guarantee of delivery of such Certificates, as set forth in such Form of Election, from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery, and, in the case of Book-Entry Shares, any additional documents specified in the procedures set forth in the Form of Election. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole and absolute discretion. As used herein, unless otherwise agreed in advance by the Company and Parent, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the later of (i) the date as immediately prior to the Company Stockholder Meeting and (ii) the date that Parent and the Company will, shall agree is five (5) Business Days prior to the Closing, mutually agree (the “Election Deadline”) will be deemed expected Closing Date. The Company and Parent shall cooperate to be No Election Shares. Parent and the Company will publicly announce issue a press release reasonably satisfactory to each of them announcing the anticipated date of the Election Deadline not more than fifteen (15) Business Days before, and at least five business days (5) Business Days prior to to, the anticipated Closing DateElection Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company and Parent shall cooperate to promptly publicly announce any such delay and, when determined, the rescheduled Election DeadlineDeadline and Closing. (c) Any election made pursuant to this Section 2.04 will have been properly made only if the Exchange Agent will have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the person submitting it, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the Shares represented by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will 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 will be binding and conclusive. None of Parent, Holdco, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. Each holder of record of shares of Company Common Stock (a“Holder”) Not less than 30 days prior shall have the right, subject to the anticipated Wax Effective Time (the “Mailing Date”)limitations set forth in this Article I, Parent will cause to be mailed to each record holder of Shares (other than Excluded Shares) as of five business days prior to the Mailing Date submit an election form in such form as Parent shall specify (accordance with the “Election Form”).following procedures: (bi) Each Election Form will permit Holder may specify in a request made in accordance with the holder provisions of this Section 1.9 (or the beneficial owner through customary documentation and instructionsherein called an “Election”) of Shares to specify (i) the number of Shares shares of Company Common Stock owned by such Holder with respect to which such holder elects Holder desires to receive the Wax Stock Consideration, make a Convertible Notes Election and (ii) the number of Shares shares of Company Common Stock owned by such Holder with respect to which such holder elects Holder desires to receive make a Cash Election. (ii) Parent shall prepare a form reasonably acceptable to the Wax Cash Consideration or (iii) that such holder makes no election with respect to such holder’s Shares. Any Shares with respect to which the Exchange Agent does not receive a properly completed Election Form during the period Company (the “Election PeriodForm of Election”) from which shall be mailed to Holders so as to permit the Mailing Date exercise of their right to 5:00 p.m., New York City time, on make an Election prior to the business day that is three Trading Election Deadline. Parent shall make the Form of Election initially available not less than twenty (20) Business Days prior to the Closing Date or anticipated Election Deadline and shall use its commercially reasonable efforts to make available as promptly as possible a Form of Election to any Holder who requests such other date as Parent Form of Election following the initial mailing of the Forms of Election and the Company will, prior to the ClosingElection Deadline. (iii) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, mutually agree which person or persons shall be a bank or trust company selected by Parent with the consent of the Company, such consent not to be unreasonably withheld (the “Exchange Agent”), pursuant to an agreement substantially in the form of Exhibit A hereto (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Holders, shall have received, by the Election Deadline”) will be deemed to be No , a Form of Election Sharesproperly completed and signed. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” shall mean 5:00 p.m. New York City time on the date of the Company Stockholders’ Meeting. Parent and the Company will publicly announce shall cooperate to issue a press release reasonably satisfactory to each of them announcing the anticipated date of the Election Deadline not more than fifteen (15) Business Days before, and at least five business days (5) Business Days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent dateto, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Any election made pursuant to this Section 2.04 will have been properly made only if the Exchange Agent will have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the person submitting it, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the Shares represented by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will 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 will be binding and conclusive. None of Parent, Holdco, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. (a) Not less than 30 days prior An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the anticipated Wax Effective Time Certificates shall pass, only upon proper delivery of such Certificates to a bank or trust company designated by Buyer and reasonably satisfactory to Company (the “Mailing DateExchange Agent”), Parent will cause to be mailed to each record holder of Shares (other than Excluded Shares) as of five business days prior to the Mailing Date an election form in such form as Parent Company and Buyer shall specify mutually agree (the “Election Form”). , shall be mailed no more than forty (b40) and no less than twenty (20) Business Days prior to the anticipated Election Deadline (the “Mailing Date”) to each holder of record of Company Common Stock. Each Election Form will shall permit the holder of record of Company Common Stock (or in the case of nominee record holders, the beneficial owner through customary documentation proper instructions and instructionsdocumentation) of Shares to specify (i) the number of Shares with respect to which such holder elects elect to receive the Wax Stock ConsiderationCash Consideration for all or a portion of such holder’s shares (a “Cash Election”), (ii) the number of Shares with respect to which such holder elects elect to receive the Wax Cash Stock Consideration for all or a portion of such holder’s shares (a “Stock Election”), or (iii) that such holder makes make no election with respect to the receipt of the Cash Consideration or the Stock Consideration (a “Non-Election”); provided that, subject to Section 2.04(d), sixty percent (60%) of the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, excluding any treasury stock and shares described in Section 2.01(b)(ii) (the “Stock Conversion Number”), shall be converted into the Stock Consideration and forty percent (40%) of such holder’s shares of Company Common Stock shall be converted into the Cash Consideration in accordance with the allocation procedures set forth in Section 2.04(c). A record holder acting in different capacities or acting on behalf of other Persons in any way will be entitled to submit an Election Form for each capacity in which such record holder so acts with respect to each Person for which it so acts. Shares of Company Common Stock as to which a Cash Election has been made are referred to herein as “Cash Election Shares. Any .” Shares of Company Common Stock as to which a Stock Election has been made are referred to herein as “Stock Election Shares.” Shares of Company Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Company Common Stock with respect to which a Stock Election has been made is referred to herein as the Exchange Agent does not receive “Stock Election Number.” (b) To be effective, a properly completed Election Form during shall be submitted to the period (the “Election Period”) from the Mailing Date to Exchange Agent on or before 5:00 p.m., New York City time, on a date no later than the business day that is three Trading Days 5th Business Day prior to the Closing Date or such other to be mutually agreed upon by the parties (which date shall be publicly announced by Buyer as Parent and the Company will, soon as practicable prior to the Closing, mutually agree such date) (the “Election Deadline”) will ), accompanied by the Certificates as to which such Election Form is being made or by an appropriate guarantee of delivery of such Certificates, as set forth in the Election Form, from a member of any registered national securities exchange or a commercial bank or trust company in the United States (provided that such Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery; failure to deliver shares of Company Common Stock covered by such guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made election, unless otherwise determined by Buyer, in its sole discretion). For shares of Company Common Stock held in book entry form, Buyer shall establish procedures for delivery of such shares, which procedures shall be No Election Shares. Parent and the Company will publicly announce the anticipated Election Deadline at least five business days prior reasonably acceptable to the anticipated Closing DateCompany. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the holder of Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. Common Stock either (ci) Any election made pursuant to this Section 2.04 will have been properly made only if the Exchange Agent will have actually received does not submit a properly completed Election Form during in a timely fashion or (ii) revokes the holder’s Election Form prior to the Election Period. Any Deadline (without later submitting a properly completed Election Form may prior to the Election Deadline), the shares of Company Common Stock held by such holder shall be revoked or changed by the person submitting itdesignated Non-Election Shares. In addition, by written notice received by all Election Forms shall automatically be revoked, and all Certificates returned, if the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the Shares represented notified in writing by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election PeriodBuyer and Company that this Agreement has been terminated. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters will shall be binding and conclusive. None of Parent, Holdco, the Company or Neither Buyer nor the Exchange Agent will shall be under any obligation to notify any Person of any defect in an Election Form. (c) The allocation among the holders of shares of Company Common Stock of rights to receive the Cash Consideration and the Stock Consideration will be made as follows: (i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and, subject to Section 2.03 hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; (ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.03 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 2.03 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration. (d) It is intended that each of the Merger and the Bank Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” as that term is used in Sections 354 and 361 of the Code. From and after the date of this Agreement and until the Closing, each party hereto shall use its reasonable best efforts to cause the Merger and the Bank Merger each to qualify as a reorganization under Section 368(a) of the Code and shall refrain from taking any action that reasonably could be expected to cause the Merger and the Bank Merger each to fail to qualify as such a reorganization. If the tax opinions referred to in Section 6.01(e) cannot be rendered (as reasonably determined by Xxx Xxxxxx LLP and Xxxxxxx XxXxxxxxx LLP, respectively) as a result of the Merger potentially failing to qualify as a reorganization under Section 368(a) of the Code, then Buyer may, in its sole discretion, increase the number of shares of Company Common Stock entitled to receive the Stock Consideration by the minimum amount necessary to enable such tax opinions to be rendered.

Election Procedures. (a) Not less than 30 days prior An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the anticipated Wax Effective Time (the “Mailing Date”)Certificates theretofore representing shares of Company Stock shall pass, Parent will cause to be mailed to each record holder only upon proper delivery of Shares (other than Excluded Shares) as of five business days prior such Certificates to the Mailing Date an election form Exchange Agent) in such form as Parent shall specify and as shall be reasonably acceptable to the Company (the “Election Form”) shall be mailed together with the Proxy Statement/Prospectus or at such other time as the Company and Parent may agree (the “Mailing Date”) to each holder of record of Company Stock as of the close of business on the record date for notice of the Company Stockholder Meeting (the “Election Form Record Date”). (b) Each Election Form will shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) ), other than any holder of Shares Dissenting Shares, to specify (i) the number of Shares with respect to which that such holder elects to receive the Wax Stock Considerationmake a Mixed Election, (ii) the number of Shares with respect to which that such holder elects to receive the Wax Cash Consideration make a Stock Election, or (iii) that such holder makes no election with respect elects to such holder’s Sharesmake a Cash Election. Any Shares Company Stock with respect to which the Exchange Agent does has not receive a received an effective, properly completed Election Form during the period (the “Election Period”) from the Mailing Date to on or before 5:00 p.m., New York City time, on the business twentieth (20th) day that is three Trading Days prior to following the Closing Mailing Date (or such other time and date as Parent and the Company will, prior to the Closing, mutually agree and Parent shall agree) (the “Election Deadline”) will (other than any Dissenting Shares as of such time) shall be deemed to be No Election Shares. Parent and the Company will publicly announce the anticipated Election Deadline at least five business days prior to the anticipated Closing Date. If the Closing Date is delayed to have made a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election DeadlineCash Election. (c) Parent shall make available one (1) or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Company Stock between the Election Form Record Date and the close of business on the Business Day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any such election made pursuant to this Section 2.04 will shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during by the Election PeriodDeadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and, if required by Parent or the Final Surviving Entity, the posting by such Person of a bond, in such customary and reasonable amount as the Final Surviving Entity may direct, as indemnity against any claim that may be made against it with respect to such Certificate) or Uncertificated Shares representing all shares of Company Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the person Person submitting itsuch Election Form, by written notice received by the Exchange Agent during prior to the Election PeriodDeadline. In the event an Election Form is revoked during prior to the Election PeriodDeadline, the Shares certificates for the shares of Company Stock represented by such Election Form will shall be promptly returned without charge to the Person submitting the Election Form, and such holder shall thereafter be deemed to be No have made a Cash Election Shares, except to the extent (if any) a subsequent election is properly made during the Election Periodwith respect to all of such shares of Company Stock. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will 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 will shall be binding and conclusive. None of Parent, Holdco, the Company or the Exchange Agent will shall be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. (a) Not less than 30 thirty (30) days prior to the anticipated Wax Effective Time or on such other date as Parent and the Company mutually agree (the “Mailing Date”), Parent will Company shall cause to be mailed to each record holder of Shares (other than Excluded Shares) as of five business days prior to the Mailing Date an election form and other appropriate and customary transmittal materials, in such form as Company shall reasonably specify and as shall be reasonably acceptable to Parent shall specify (the “Election Form”), to each record holder of Company Common Stock (other than shares of Company Common Stock described in clause (iii) of Section 3.1(b)) as of a record date that is five (5) Business Days prior to the Mailing Date or such other date as mutually agreed to by Parent and the Company. (b) Each Election Form will shall permit the holder (or the beneficial owner through customary documentation and instructions) of Shares Company Common Stock to specify (i) the number of Shares shares of Company Common Stock with respect to which such holder elects to receive the Wax Stock Share Consideration, (ii) the number of Shares shares of Company Common Stock with respect to which such holder elects to receive the Wax Cash Mixed Consideration or (iii) that such holder makes no election with respect to such holder’s Sharesshares of Company Common Stock. Any Shares shares of Company Common Stock with respect to which the Exchange Agent does not receive a properly completed Election Form during the period (the “Election Period”) from the Mailing Date to 5:00 p.m., New York City time, on the business day Business Day that is three Trading two Business Days prior to the Closing Date or such other date as Parent and the Company willshall, prior to the Closing, mutually agree (the “Election Deadline”) will shall be deemed to be No Election Shareshave made no election. Parent and the Company will shall publicly announce the anticipated Election Deadline at least five business days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Company shall make available one or more Election Forms as may reasonably be requested from time to time by all persons who become holders or beneficial owners of Company Common Shares during the Election Period, and Parent shall provide the Exchange Agent all information reasonably necessary for it to perform its duties as specified herein. (d) Any election made pursuant to this Section 2.04 will 3.4 shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the person submitting it, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the Shares represented by such Election Form will shall be deemed to be No Election Shareshave made no election, except to the extent a subsequent election is properly made during the Election Period. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will 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 will shall be binding and conclusive. None of Parent, HoldcoMerger Sub, the Company or the Exchange Agent will shall be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. (a) Not less than 30 20 days prior to the anticipated Wax Effective Time (the “"Mailing Date”"), Parent will cause to be mailed to each record holder of Shares (other than Excluded Shares) as of five business days prior to the Mailing Date an election form in such form as Parent CME shall specify and as shall be reasonably acceptable to GFI (the “"Election Form”") shall be mailed to each holder of record of shares of GFI Common Stock as of five Business Days prior to the Mailing Date (the "Election Form Record Date"). (b) Each Election Form will shall permit the holder (or the beneficial owner Beneficial Owner through appropriate and customary documentation and instructions) of Shares to specify (i) the number of Shares shares of such holder's GFI Common Stock with respect to which such holder elects to receive the Wax Per Share Stock ConsiderationConsideration (the "Stock Election Shares"), (ii) the number of Shares shares of such holder's GFI Common Stock with respect to which such holder elects to receive the Wax Per Share Cash Consideration (the "Cash Election Shares") or (iii) that such holder makes no election with respect to such holder’s 's GFI Common Stock (the "No Election Shares"). Any Shares GFI Common Stock with respect to which the Exchange Agent does not receive a an effective, properly completed Election Form during the period (the “Election Period”) from the Mailing Date to 5:00 p.m., New York City time, on the business day that is three Trading Days prior to the Closing Date or such other date as Parent and the Company will, prior to the Closing, mutually agree (the “Election Deadline”) will Period shall be deemed to be No Election Shares. Parent and the Company will CME shall publicly announce (which public announcement may be on a Form 8-K filed with the SEC) the anticipated Election Deadline at least five business days Business Days prior to the anticipated Closing DateEffective Time. If the Closing Date Effective Time is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company CME shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) CME shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or Beneficial Owners) of GFI Common Stock during the Election Period, and GFI shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any such election made pursuant to this Section 2.04 will shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the person Person submitting itsuch Election Form, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the Shares shares of GFI Common Stock represented by such Election Form will be deemed to be shall become No Election Shares, except to the extent (if any) a subsequent election is properly made during the Election PeriodPeriod with respect to any or all of such shares of GFI Common Stock. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will 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 will shall be binding and conclusive. None of Parent, Holdco, the Company CME or GFI or the Exchange Agent will shall be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. Each holder of record of shares of MSLO Common Stock issued and outstanding immediately prior to the Election Deadline (a “MSLO Holder”) shall have the right, subject to the limitations set forth in this ARTICLE II, to submit an election on or prior to the Election Deadline in accordance with the following procedures. (a) Not less than 30 days prior to Each MSLO Holder may specify in a request made in accordance with the anticipated Wax Effective Time provisions of this Section 2.3 (the an “Mailing DateElection”), Parent will cause to be mailed to each record holder of Shares (other than Excluded Shares) as of five business days prior to the Mailing Date an election form in such form as Parent shall specify (the “Election Form”). (b) Each Election Form will permit the holder (or the beneficial owner through customary documentation and instructions) of Shares to specify (i) the number of Shares shares of MSLO Common Stock owned by such MSLO Holder with respect to which such holder elects MSLO Holder desires to receive the Wax make a Stock ConsiderationElection, (ii) the number of Shares shares of MSLO Common Stock owned by such MSLO Holder with respect to which such holder elects MSLO Holder desires to receive the Wax make a Cash Consideration or Election and (iii) that the particular shares for which the MSLO Holder desires to make either such holder makes no election, and the order in which either such election with respect is to apply to any such holder’s Sharesshares if the election is subject to proration under Section 2.4. Any Shares MSLO Holder who wishes to make an Election shall be required to waive all dissenters’ rights in connection with respect making such Election. (b) TopCo shall prepare a form reasonably acceptable to MSLO and Sequential (the “Form of Election”), which shall be mailed by TopCo to record holders of MSLO Common Stock so as to permit those MSLO Holders to exercise their right to make an Election prior to the Election Deadline. (c) TopCo shall mail or cause to be mailed or delivered, as applicable, the Form of Election to record holders of MSLO Common Stock as of the record date for the MSLO Stockholders Meeting not less than 20 Business Days prior to the anticipated Election Deadline. TopCo shall make available one or more Forms of Election as may reasonably be requested from time to time by all persons who become holders of record of MSLO Common Stock during the period following the record date for the MSLO Stockholders Meeting and prior to the Election Deadline. (d) Any Election shall have been made properly only if the Exchange Agent does not receive shall have received, prior to the Election Deadline, a Form of Election properly completed and signed and accompanied by MSLO Certificates (or affidavits of loss in lieu of the MSLO Certificates, subject to Section 2.2(j)) to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of MSLO or by an appropriate customary guarantee of delivery of such MSLO Certificates, as set forth in such Form during of Election, from a firm that is an eligible guarantor institution (as defined in Rule 17Ad-15 under the period (Exchange Act); provided, that such MSLO Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery, and, in the case of MSLO Book-Entry Shares, any additional documents specified in the procedures set forth in the Form of Election. Failure to deliver shares of MSLO Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Sequential, in its sole and absolute discretion. As used herein, unless otherwise jointly agreed in advance by Sequential and MSLO, “Election Period”Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) from the Mailing Date to 5:00 p.m., New York City time, on the business day that is later of (i) the date immediately prior to the MSLO Stockholders Meeting and (ii) if on the date immediately prior to the MSLO Stockholders Meeting, the condition set forth in Section 7.1(d) has not been satisfied, three Trading Business Days prior to the Closing Date or such other date as Parent Date. MSLO and the Company will, prior Sequential shall issue a joint press release reasonably satisfactory to the Closing, mutually agree (the “Election Deadline”) will be deemed to be No Election Shares. Parent and the Company will publicly announce each of them announcing the anticipated date of the Election Deadline not more than 15 Business Days before, and at least five business days Business Days prior to to, the anticipated Closing Datedate of the Election Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, date (which shall be three Business Days prior to the Closing Date) and Parent MSLO and the Company Sequential shall cooperate to promptly publicly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Any election made pursuant to this Section 2.04 will have been properly made only if the Exchange Agent will have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the person submitting it, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the Shares represented by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will 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 will be binding and conclusive. None of Parent, Holdco, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. (a) Not less than 30 days prior to the anticipated Wax Effective Time (the “Mailing Date”), Parent will cause to be mailed to each record holder of Shares (other than Excluded Shares) as of five business days prior to the Mailing Date an An election form and other appropriate and customary transmittal materials in such form as Parent and the Company shall specify mutually agree (the “Election Form”) shall be (i) filed by Parent as an exhibit to the Form S-4, and (ii) mailed by the Company, together with the Joint Proxy Statement/Prospectus, to each holder of record of Shares as of the record date for the Stockholders Meeting (the “Record Date”). (b) Each Election Form will shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of Shares to specify (iA) the number of such holder’s Shares with respect to which such holder elects to receive the Wax Per Share Stock ConsiderationConsideration (“Stock Election Shares”), (iiB) the number of such holder’s Shares with respect to which such holder elects to receive the Wax Per Share Cash Consideration (“Cash Election Shares”) or (iiiC) that such holder makes no election with respect to such holder’s Shares (“No Election Shares”). Any Shares with respect to which the Exchange Agent does has not receive a received an effective, properly completed Election Form during the period (the “Election Period”) from the Mailing Date to on or before 5:00 p.m., New York City time, on the business day date that is three Trading Days prior to five (5) business days preceding the Closing Date or such other date as Parent and the Company will, prior to the Closing, mutually agree (the “Election Deadline”) will shall be deemed to be No Election Shares. Parent and the Company will publicly announce the anticipated Election Deadline at least five business days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by any Person that becomes a holder (or beneficial owner) of Shares during the period between the Record Date and the Election Deadline, and the Company shall provide to the Exchange Agent all information with respect to such holder reasonably necessary for it to perform as specified herein. (d) Any election made pursuant contemplated in Section 4.2(b) shall be considered to this Section 2.04 will have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during by the Election PeriodDeadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such Certificates) representing all Shares covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the person Person submitting it, such Election Form only by written notice received by the Exchange Agent during prior to the Election PeriodDeadline. In the event an Election Form is revoked during prior to the Election PeriodDeadline, unless a subsequent properly completed Election Form is submitted and actually received by the Exchange Agent by the Election Deadline, the Shares represented by such revoked Election Form will shall be deemed to be No Election Shares, except and Parent shall cause the Certificates to be promptly returned without charge to the extent a subsequent election is properly made during holder submitting the Election PeriodForm upon written request to that effect from such holder. Subject to the terms of this Agreement and of the Election Form, Parent and the Exchange Agent will 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 or Parent regarding such matters will shall be binding and conclusive. None of Parent, Holdco, the Company or Neither Parent nor the Exchange Agent will shall be under any obligation to notify any Person of any defect in an Election Form. (e) Notwithstanding any other provision contained in this Agreement, the total number of Shares that will be converted into the right to receive the Per Share Cash Consideration pursuant to Section 4.1(a) (which, for this purpose, shall be deemed to include Shares that are owned by Dissenting Stockholders) shall equal (i) 12,725,035 Shares (which constitute 33% of the total number of Shares outstanding as of October 31, 2012), plus (ii) 33% of the number of Shares that are issued from and after October 31, 2012 and prior to the Effective Time, pursuant to the exercise or vesting of Company Options or Company RSUs outstanding as of the date hereof (clauses (i) and (ii), together, the “Target Cash Conversion Number”). (f) As soon as practicable after the Effective Time (and in no event later than five (5) days after the Effective Time), Parent shall cause the Exchange Agent to effect the allocation among the holders of Shares of rights to receive Parent Common Stock or cash in the Merger in accordance with the Election Forms as follows:

Election Procedures. An election form and other appropriate and customary transmittal materials (awhich shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing Seller Common Stock shall pass, only upon proper delivery of such cer- tificates to an exchange agent designated by Buyer (the "Ex- change Agent")) Not less than 30 in such form as Buyer and Seller shall mutually agree ("Election Form") shall be mailed approximately 25 days prior to the anticipated Wax Effective Time or on such other date as Buyer and Seller shall mutually agree (the “"Mailing Date”), Parent will cause to be mailed ") to each record holder of Shares (other than Excluded Shares) record of Seller Common Stock as of five business busi- ness days prior to the Mailing Date an election form in such form as Parent ("Election Form Record Date"). Buyer shall specify determine the anticipated Effective Time (the “Election Form”). (b"Anticipated Effective Time") in its sole discretion and the failure of the Effective Time to occur at the Anticipated Effective Time for purposes of this Section 1.08 shall not af- fect the time periods which are established for purposes of these election procedures. Each Election Form will shall permit the holder (or the beneficial owner through appropriate and customary documentation documenta- tion and instructions) of Shares to specify (i) the number of Shares elect to receive only Buyer Common Stock with respect to which such holder elects holder's Seller Common Stock ("Stock Election Shares"), to elect to receive the Wax Stock Consideration, (ii) the number of Shares only cash with respect to which such holder elects holder's Seller Common Stock ("Cash Election Shares") or to receive the Wax Cash Consideration or (iii) indicate that such holder makes no election with respect to such holder’s ("No Election Shares"). For purposes of this Section 1.08, Dissenting Shares shall be treated as Cash Election Shares but shall not be con- verted into the Per Share Stock Consideration or the Per Share Cash consideration except as provided in Section 1.11. Any Shares Seller Common Stock with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent does not receive a an effective, properly completed Election Form during on or before 5:00 p.m. on the period (the “Election Period”) from 20th day following the Mailing Date (or such other time and date as Buyer and Seller may mutually agree) (the "Election Deadline") shall be deemed to 5:00 p.m., New York City time, be "No Election Shares." Buyer shall promptly make available one or more Elec- tion Forms as may be reasonably requested by all persons who become holders (or beneficial owners) of Seller Common Stock between the Election Form Record Date and close of business on the business day that is three Trading Days prior to the Closing Date or such other date as Parent Election Deadline, and the Company will, prior Seller shall provide to the Closing, mutually agree (the “Election Deadline”) will be deemed Exchange Agent all information reasonably necessary for it to be No Election Sharesperform as specified herein. Parent and the Company will publicly announce the anticipated Election Deadline at least five business days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline Any such election shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Any election made pursuant to this Section 2.04 will have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during by the Election PeriodDeadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates (or customary affidavits and indemni- fication regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of Seller Common Stock covered by such Election Form, together with duly executed transmittal materials in- cluded in the Election Form. Any Election Form may be revoked or changed by the person submitting it, by written notice received by the Exchange Agent during such Election Form at or prior to the Election PeriodDeadline. In the event an Election Form is revoked during prior to the Election PeriodDeadline, the Shares shares of Seller Common Stock represented by such Election Form will be deemed shall become No Election Shares and Buyer shall cause the certificates repre- senting Seller Common Stock to be No Election Shares, except promptly returned without charge to the extent a subsequent election is properly made during person submitting the Election PeriodForm upon written request to that effect from the person who submitted the Elec- tion Form. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will shall have reasonable discretion discre- tion 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 will shall be binding and conclusive. None of Parent, Holdco, the Company or Neither Buyer nor the Exchange Agent will shall be under un- der any obligation to notify any Person person of any defect in an Election Form.

Election Procedures. OLB and Holdings will include a copy of an Election Form with each copy of the Prospectus/Proxy Statement mailed to holders of Holdings Common Stock in connection with the Holdings Common Stockholders’ Meeting, pursuant to which Holdings Common Stockholders will: (ai) Not less than 30 days prior Elect to receive the anticipated Wax Effective Time Per Share Common Stock Consideration with respect to all or a portion of their shares of Holdings Common Stock (the “Mailing DateCommon Stock Election Shares”), Parent will cause ; or (ii) Elect to be mailed receive the Per Share Cash Consideration with respect to each record holder all or a portion of Shares (other than Excluded Shares) as their shares of five business days prior to the Mailing Date an election form in such form as Parent shall specify Holdings Common Stock (the “Cash Election FormShares”). (b) Each . OLB and Holdings shall each use their reasonable efforts to make the Election Form will permit the holder (or the beneficial owner through customary documentation and instructions) available to all persons who become holders of Shares to specify (i) the number of Shares with respect to which such holder elects to receive the Wax Holdings Common Stock Consideration, (ii) the number of Shares with respect to which such holder elects to receive the Wax Cash Consideration or (iii) that such holder makes no election with respect to such holder’s Shares. Any Shares with respect to which the Exchange Agent does not receive a properly completed Election Form during the period (between the “Election Period”) from record date for the Mailing Date to 5:00 p.m., New York City time, on the business day that is three Trading Days prior to the Closing Date or such other date as Parent Holdings Common Stockholders’ Meeting and the Company will, prior to the Closing, mutually agree (the “Election Deadline”) will be deemed to be No . Any Holdings Common Stockholder’s Election Shares. Parent and the Company will publicly announce the anticipated Election Deadline at least five business days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Any election made pursuant to this Section 2.04 will have been properly made only if the Exchange Agent will shall have actually received at its designated office, by the Election Deadline, a properly completed and signed Election Form accompanied by the Holdings Certificate(s) to which such Election Form relates, in form acceptable for transfer (or by an appropriate guarantee of delivery of such Holdings Certificate(s) as set forth in such Election Form from a firm which is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act) provided that such Holdings Certificate(s) are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery). If a holder of Holdings Common Stock (i) does not submit a properly completed Election Form during before the Election Period. Any Election Form may be revoked or changed by the person submitting itDeadline, by written notice received by the Exchange Agent during the Election Period. In the event (ii) revokes an Election Form is revoked during prior to the Election PeriodDeadline and does not resubmit a properly completed Election Form prior to the Election Deadline, or (iii) otherwise fails to make an Election pursuant to Section 2.8(b) of this Agreement, then the Shares represented shares of Holdings Common Stock held by such holder shall be designated “No-Election Form will Shares.” Nominee record holders who hold Holdings Common Stock on behalf of multiple beneficial owners shall be required to indicate how many of the shares held by them are Common Stock Election Shares, Cash Election Shares and No-Election Shares. For purposes of this Section 2.5, any Objecting Holdings Shares shall be deemed to be No have elected Cash Election Shares, except to the extent a subsequent election is properly made during the Election Period. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will 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 will be binding and conclusive. None of Parent, Holdco, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. (a) Not less than 30 days prior An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the anticipated Wax Effective Time (the “Mailing Date”)Certificates theretofore representing shares of CBOT Holdings Class A Common Stock shall pass, Parent will cause to be mailed to each record holder only upon proper delivery of Shares (other than Excluded Shares) as of five business days prior such Election Form and Certificates to the Mailing Date an election form Exchange Agent) in such form as Parent CBOT Holdings and CME Holdings shall specify reasonably agree (the “Election Form”)) shall be mailed with the Joint Proxy Statement/Prospectus (the date of such mailing being referred to as the “Mailing Date”) to each holder of record as of the record date for the CBOT Holdings Stockholders Meeting. (b) Each Election Form will shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of Shares to specify (i) the number of Shares shares of such holder’s CBOT Holdings Class A Common Stock with respect to which such holder elects to receive the Wax Stock Consideration, (ii) the number of Shares shares of such holder’s CBOT Holdings Class A Common Stock with respect to which such holder elects to receive the Wax Per Share Cash Consideration or (iii) that such holder makes no election with respect to such holder’s shares of CBOT Holdings Class A Common Stock (“No Election Shares”). Any Shares CBOT Holdings Class A Common Stock with respect to which the Exchange Agent does has not receive a received an effective, properly completed Election Form during on or before 5:00 p.m., Chicago time, on the period Election Date shall also be deemed to be No Election Shares. (c) CME Holdings shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of CBOT Holdings Class A Common Stock between the “record date for the CBOT Holdings Stockholders Meeting and the close of business on the Business Day prior to the Election Period”Date, and CBOT Holdings shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) from Any record holder’s election shall have been properly made only if the Mailing Date to Exchange Agent shall have received at its designated office, by 5:00 p.m., New York City time, on the business day that date specified on the Election Form as agreed upon by the parties, or if no such date is specified, on the later of (1) the date of the CBOT Holdings Stockholders Meeting or (2) if the Effective Time is more than four Business Days following the CBOT Holdings Stockholders Meeting, three Trading Business Days prior to preceding the Closing Date or such other date as Parent and the Company will, prior to the Closing, mutually agree Effective Time (the “Election DeadlineDate”), an Election Form properly completed and signed and accompanied by (i) will Certificates representing the shares of CBOT Holdings Common Stock to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of CBOT Holdings (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of CBOT Holdings Book-Entry Shares, any additional documents required by the procedures set forth in the Election Form. After an election is validly made with respect to any shares of CBOT Holdings Class A Common Stock, no further registration of transfers of such shares shall be deemed to be No Election Shares. Parent made on the stock transfer books of CBOT Holdings, unless and the Company will until such election is properly revoked. (e) CME Holdings and CBOT Holdings shall publicly announce the anticipated Election Deadline Date at least five business days Business Days prior to the anticipated Closing DateEffective Time. If the Closing Date Effective Time is delayed to a subsequent date, the Election Deadline Date shall be similarly delayed to a subsequent date, and Parent CME Holdings and the Company CBOT Holdings shall promptly announce any such delay and, when determined, the rescheduled Election DeadlineDate. (cf) Any election made pursuant to this Section 2.04 will have been properly made only if the Exchange Agent will have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked with respect to all or changed a portion of the shares of CBOT Holdings Class A Common Stock subject thereto by the person submitting it, holder who submitted the applicable Election Form by written notice received by the Exchange Agent during prior to 5:00 p.m., New York City time, on the Election PeriodDate. In the event an Election Form is revoked during prior to the Election PeriodDate, the Shares shares of CBOT Holdings Class A Common Stock represented by such Election Form will be deemed shall become No Election Shares and CME Holdings shall cause the Certificates representing such shares of CBOT Holdings Class A Common Stock to be No promptly returned without charge to the Person submitting the Election SharesForm upon written request to that effect from the holder who submitted the Election Form, except to the extent (if any) a subsequent election is properly made during the Election Periodwith respect to any or all of such shares of CBOT Holdings Class A Common Stock. Subject to the terms of In addition, all elections shall automatically be revoked if this Agreement and of the Election Form, the Exchange Agent will have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects is terminated in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters will be binding and conclusive. None of Parent, Holdco, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election Formaccordance with Article VIII.

Election Procedures. (ai) Not less than 30 days prior All elections contemplated by Section 2.5(a) shall be made on a form designed for that purpose prepared by FMS and reasonably acceptable to the anticipated Wax Effective Time Bancorp (the an “Mailing DateElection Form”). Holders of record of shares of FMS Common stock who hold such shares as nominees, Parent will cause to trustees or in other representative capacities (“Representatives”) may submit multiple Election Forms, provided that such Representative certifies that each such Election Form covers all the shares of FMS Common Stock held by each such Representative for a particular beneficial owner. (ii) The Election Form shall be mailed on the same date as the date on which the Proxy Statement is mailed to each all holders of record holder of Shares (other than Excluded Shares) shares of FMS Common Stock as of the record date of the FMS Meeting. Thereafter FMS and Bancorp shall each use its reasonable and diligent efforts to mail the Election Form to all persons who become record holders of shares of FMS Common Stock during the period between the record date for the Stockholders’ Meeting and 5:00 p.m., Eastern Time, on the day five (5) business days prior to the Mailing Date date of the FMS Meeting. In order to be effective, an election form in such form as Parent shall specify (the “Election Form”). (b) Each Election Form will permit the holder (or the beneficial owner through customary documentation and instructions) of Shares to specify (i) the number of Shares with respect to which such holder elects to receive the Wax Stock Consideration, (ii) the number of Shares with respect to which such holder elects to receive the Wax Cash Consideration or (iii) that such holder makes no election with respect to such holder’s Shares. Any Shares with respect to which must be received by the Exchange Agent does not receive a properly completed Election Form during the period (the “Election Period”) from the Mailing Date to as defined below), on or before 5:00 p.m., New York City timeEastern Time, on the business day that is three Trading Days prior to the Closing Date or such other date as Parent and the Company will, prior to the Closing, mutually agree FMS Meeting (the “Election Deadline”) will be deemed to be No Election Shares). Parent and the Company will publicly announce the anticipated Election Deadline at least five business days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline An election shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Any election made pursuant to this Section 2.04 will have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during by the Election PeriodDeadline. Any An Election Form may shall be revoked deemed properly completed only if accompanied by one or changed more certificates theretofore representing FMS Common Stock (“Certificate(s)”) (or customary affidavits and, if required by Bancorp pursuant to Section 2.6(a), indemnification regarding the person submitting it, by written notice received by loss or destruction of such Certificates or the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the Shares represented guaranteed delivery of such Certificates) representing all shares of FMS Common Stock covered by such Election Form will be deemed to be No Election SharesForm, except to the extent a subsequent election is properly made during together with duly executed transmittal materials included with the Election PeriodForm. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will shall have reasonable discretion to determine whether wither any election, revocation or change election has been properly or timely made and to disregard immaterial defects in the any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters will shall be binding and conclusive. None All elections will be revocable unit the Election Deadline and thereafter shall be irrevocable. (iii) Each Election Form shall entitle the holder of Parentshares of FMS Common Stock (or the beneficial owner through appropriate and customary documentation and instructions) to (i) elect to receive the Cash Consideration for all of such holder’s shares (a “Cash Election”); (ii) elect to receive the Stock Consideration for all of such holder’s shares (a “Stock Election”), Holdco(iii) elect to receive the Cash Consideration with respect to some of such holder’s shares and the Stock Consideration with respect to such holder’s remaining shares (a “Mixed Election”), or (iv) make no election or indicate that such holder has no preference as to the Company receipt of the Cash Consideration or the Stock Consideration (a “Non-Election”). Shares of FMS Common Stock as to which a valid Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as “Cash Election Shares.” The aggregate number of shares of FMS Common Stock as to which a valid Cash Election is made is referred to herein as the “Cash Election Number.” Shares of FMS Common Stock as to which a valid Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” The aggregate number of shares of FMS Common Stock as to which a valid Stock Election is made is referred to herein as the “Stock Election Number.” Shares of FMS Common Stock as to which a Non-Election is deemed in effect are referred to as “Non-Election Shares.” All shares of FMS Common Stock of a holder whose properly completed Election Form is not received by the Exchange Agent will prior to the Election Deadline shall be under deemed to be Non-Election Shares. If the Exchange Agent shall have determined that any obligation purported election was not properly made, such purported election shall be deemed to notify any Person be of any defect in an no force and effect and the shares of FMS Common Stock subject to such purported election shall for purposes hereof be deemed to be Non-Election FormShares.

Election Procedures. (a) Not less than 30 days prior An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of such Certificates to a bank or trust company designated by Buyer and reasonably satisfactory to the anticipated Wax Effective Time Company (the “Mailing DateExchange Agent”), Parent will cause to be mailed to each record holder of Shares (other than Excluded Shares) as of five business days prior to the Mailing Date an election form in such form as Parent the Company and Buyer shall specify mutually agree (the “Election Form”). (b) Each Election Form will permit the holder (or the beneficial owner through customary documentation and instructions) of Shares to specify (i) the number of Shares with respect to which such holder elects to receive the Wax Stock Consideration, (ii) the number of Shares with respect to which such holder elects to receive the Wax Cash Consideration or (iii) that such holder makes shall be mailed no election with respect to such holder’s Shares. Any Shares with respect to which the Exchange Agent does not receive a properly completed Election Form during the period (the “Election Period”) from the Mailing Date to 5:00 p.m., New York City time, on the business day that is three Trading less than 20 Business Days prior to the anticipated Closing Date or such other date as Parent and the Company will, and Buyer shall mutually agree (the “Mailing Date”) to each holder of record of Company Common Stock as of five Business Days prior to the ClosingMailing Date. Each Election Form shall permit the holder of record of Company Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to (i) elect to receive the Cash Consideration for all or a portion of such holder’s shares (a “Cash Election”), (ii) elect to receive the Stock Consideration for all or a portion of such holder’s shares (a “Stock Election”), or (iii) make no election with respect to the receipt of the Cash Consideration or the Stock Consideration (a “Non-Election”); provided, however, that, notwithstanding any other provision of this Agreement to the contrary, 60 percent (60%) of the shares of Company Common Stock issued and outstanding immediately prior to Effective Date (which shall not exceed 16,350,000) (the “Stock Conversion Number”) shall be converted into the Stock Consideration and the remaining shares of Company Common Stock shall be converted into the Cash Consideration. A record holder acting in different capacities or acting on behalf of other Persons in any way will be entitled to submit an Election Form for each capacity in which such record holder so acts with respect to each Person for which it so acts. Shares of Company Common Stock as to which a Cash Election has been made are referred to herein as “Cash Election Shares.” Shares of Company Common Stock as to which a Stock Election has been made are referred to herein as “Stock Election Shares.” Shares of Company Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Company Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.” (b) To be effective, a properly completed Election Form shall be received by the Exchange Agent on or before 5:00 p.m., Eastern Time, on the 25th day following the Mailing Date (or such other time and date as mutually agree agreed upon by the parties (which date shall be publicly announced by Buyer as soon as practicable prior to such date)) (the “Election Deadline”), accompanied by the Certificate(s) will as to which such Election Form is being made or by an appropriate guarantee of delivery of such Certificate(s), as set forth in the Election Form, from a member of any registered national securities exchange or a commercial bank or trust company in the United States (provided, however, that such Certificate(s) are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery; failure to deliver shares of Company Common Stock covered by such guarantee of delivery within the time set forth on such guarantee shall be deemed to be No Election Shares. Parent and the Company will publicly announce the anticipated Election Deadline at least five business days prior to the anticipated Closing Dateinvalidate any otherwise properly made election, unless otherwise determined by Buyer, in its sole discretion). If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the holder of Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. Common Stock either (ci) Any election made pursuant to this Section 2.04 will have been properly made only if the Exchange Agent will have actually received does not submit a properly completed Election Form during in a timely fashion or (ii) revokes the holder’s Election Form prior to the Election Period. Any Deadline (without later submitting a properly completed Election Form may be revoked or changed by the person submitting it, by written notice received by the Exchange Agent during prior to the Election Period. In the event an Election Form is revoked during the Election PeriodDeadline), the Shares represented shares of Company Common Stock held by such Election Form will holder shall be deemed to be No designated Non-Election Shares, except to the extent a subsequent election is properly made during the Election Period. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters will shall be binding and conclusive. None of Parent, Holdco, the Company or Neither Buyer nor the Exchange Agent will shall be under any obligation to notify any Person of any defect in an Election Form. (c) The allocation among the holders of shares of Company Common Stock of rights to receive the Cash Consideration and the Stock Consideration will be made as set forth in this Section 2.4(c). (i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and, subject to Section 2.3 hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; (ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.3 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 2.3 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.

Election Procedures. (a) Not less than 30 thirty (30) days prior to the anticipated Wax Effective Time (the “Mailing Date”), Parent will cause to be mailed to each record holder of Shares (other than Excluded Shares) as of five business days prior to the Mailing Date an election form in such form as Parent CME Group shall specify (the “Election Form”) shall be mailed to each holder of record of shares of NYMEX Holdings Common Securities as of five (5) Business Days prior to the Mailing Date (the “Election Form Record Date”). (b) Each Election Form will shall permit the holder (or the beneficial owner Beneficial Owner through appropriate and customary documentation and instructions) ), other than any holder of Shares Dissenting NYMEX Holdings Shares, to specify (i) the number of Shares shares of such holder’s NYMEX Holdings Common Securities with respect to which such holder elects to receive the Wax Per Share Stock ConsiderationConsideration (the “Stock Election Shares”), (ii) the number of Shares shares of such holder’s NYMEX Holdings Common Securities with respect to which such holder elects to receive the Wax Per Share Cash Consideration (the “Cash Election Shares”) or (iii) that such holder makes no election with respect to such holder’s NYMEX Holdings Common Securities (the “No Election Shares”). Any Shares NYMEX Holdings Common Securities with respect to which the Exchange Agent does not receive a an effective, properly completed Election Form during the period Election Period (other than any shares of NYMEX Holdings Common Securities that constitute Dissenting NYMEX Holdings Shares as of the “Election Period”) from the Mailing Date to 5:00 p.m., New York City time, on the business day that is three Trading Days prior to the Closing Date or such other date as Parent and the Company will, prior to the Closing, mutually agree (the “Election Deadline”) will shall be deemed to be No Election Shares. Parent and the Company will CME Group shall publicly announce the anticipated Election Deadline at least five business days (5) Business Days prior to the anticipated Closing DateEffective Time. If the Closing Date Effective Time is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company CME Group shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) CME Group shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or Beneficial Owners) of NYMEX Holdings Common Securities during the Election Period, and NYMEX Holdings shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any such election made pursuant to this Section 2.04 will shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the person Person submitting itsuch Election Form, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the Shares shares of NYMEX Holdings Common Securities represented by such Election Form will be deemed to be shall become No Election Shares, except to the extent (if any) a subsequent election is properly made during the Election PeriodPeriod with respect to any or all of such shares of NYMEX Holdings Common Securities. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will 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 will shall be binding and conclusive. None of Parent, Holdco, the Company CME Group or NYMEX Holdings or the Exchange Agent will shall be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. (a) Not less than 30 days prior At the time of mailing of the Proxy Statement/Prospectus to holders of record of Common Units entitled to vote at the anticipated Wax Effective Time Unitholder Meeting (such date, the “Mailing Date”), Parent will cause to be mailed to each record holder of Shares (other than Excluded Shares) as of five business days prior to the Mailing Date an election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates theretofore representing Common Units, or Book-Entry Common Units, shall pass, only upon proper delivery of such Certificates or Book-Entry Common Units, respectively, to the Exchange Agent, upon adherence to the procedures set forth in the letter of transmittal) in such form as Parent and the Company shall specify reasonably agree (the “Election Form”)) shall be mailed to each holder of record of Common Units as of the record date for the Unitholder Meeting. (b) Each Election Form will shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of Shares to specify (i) the number of Shares such holder’s Common Units with respect to which such holder makes a Cash Election, and (ii) the number of such holder’s Common Units with respect to which such holder elects to receive the Wax Stock Consideration, (ii) the number of Shares with respect to which such holder elects to receive the Wax Cash Consideration or (iii) that such holder makes no election with respect to such holder’s Sharesmake a Mixed Election. Any Shares Common Units with respect to which the Exchange Agent does has not receive a received an effective, properly completed Election Form during the period (the “Election Period”) from the Mailing Date to on or before 5:00 p.m., New York City time, on the business day Business Day that is three Trading (3) Business Days prior to the Closing Date (which date shall be publicly announced by Parent as soon as reasonably practicable) (or such other time and date as Parent and the Company will, prior to the Closing, mutually and Parent shall agree in writing) (the “Election Deadline”) will shall be deemed to be No Election Shares. Parent and the Company will publicly announce the anticipated Election Deadline at least five business days prior to the anticipated Closing Date. “Non-Electing Common Units.” If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline, if any. (c) Parent shall make Election Forms available as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Common Units between the record date for the Unitholder Meeting and the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein and as specified in any agreement with the Exchange Agent. (d) Any election made pursuant to this Section 2.04 will 2.2 shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during prior to the Election PeriodDeadline. An Election Form shall be deemed properly completed only (i) if accompanied by one or more Certificates representing Common Units duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act), and/or (ii) upon receipt of an “agent’s message” by the Exchange Agent or such other evidence of transfer of Book-Entry Common Units to the Exchange Agent as the Exchange Agent may reasonably request, collectively representing all Common Units covered by such Election Form, together with duly executed transmittal materials included with the Election Form. Any Election Form may be revoked or changed by the person Person submitting itsuch Election Form, by written notice received by the Exchange Agent during prior to the Election PeriodDeadline. In the event an Election Form is revoked during prior to the Election PeriodDeadline, the Shares Common Units represented by such Election Form will be deemed shall become Non-Electing Common Units and Parent shall cause the Certificates representing such Common Units to be No Election Shares, except promptly returned without charge to the extent Person submitting the Election Form upon such revocation or written request to that effect from the holder who submitted the Election Form; provided, however, that a subsequent election may be made with respect to any or all of such Common Units pursuant to this Section 2.2. In addition, all Cash Elections and Mixed Elections shall automatically be revoked and all Certificates representing Common Units shall be promptly returned without charge if this Agreement is properly made during the Election Period. terminated in accordance with Article 8 of this Agreement. (e) Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will Agent, in consultation with both Parent and the Company, 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 will shall be binding and conclusive. None of Parent, Holdco, Parent or the Company or the Exchange Agent will shall be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. (a) Not An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Certificates to the Exchange Agent) in such form as ETP shall reasonably specify and as shall be reasonably acceptable to the Company (the “Election Form”) shall be mailed no less than 30 thirty (30) days prior to the anticipated Wax Effective Time Closing Date or on such other date as ETP and the Company shall mutually agree (the “Mailing Date”), Parent will cause to be mailed ) to each record holder of Shares (other than Excluded Shares) record of Company Common Stock as of five the close of business days on the fifth business day prior to the Mailing Date an election form in such form as Parent shall specify (the “Election FormForm Record Date”). (b) Each Election Form will shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) ), other than any holder of Shares Dissenting Shares, to specify (i) the number of Shares shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Wax Stock Consideration, makes a Mixed Election; (ii) the number of Shares shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Wax makes a Cash Consideration or Election; and (iii) that the number of shares of such holder’s Company Common Stock with respect to which such holder makes no election with respect to such holder’s Sharesa Common Unit Election. Any Shares with respect to which the Exchange Agent does has not receive a received an effective, properly completed Election Form during the period (the “Election Period”) from the Mailing Date to on or before 5:00 p.m., New York City time, on the business twentieth (20th) day that is three Trading Days prior to following the Closing Mailing Date (or such other time and date as Parent ETP and the Company will, prior to the Closing, mutually agree shall agree) (the “Election Deadline”) will (other than Cancelled Shares and Subsidiary Shares or any shares of Company Common Stock that constitute Dissenting Shares at such time) shall be deemed to be “No Election Shares. Parent ,” and the Company will publicly announce the anticipated holders of such No Election Deadline at least five business days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline Shares shall be similarly delayed deemed to have made a subsequent date, and Parent and the Company shall promptly announce any Mixed Election with respect to such delay and, when determined, the rescheduled No Election DeadlineShares. (c) ETP shall make available one or more Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Company Common Stock between the Election Form Record Date and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any election made pursuant to this Section 2.04 will shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during by the Election PeriodDeadline. After a Mixed Election, Cash Election or a Common Unit Election is validly made with respect to any shares of Company Common Stock, any subsequent transfer of such shares of Company Common Stock shall automatically revoke such election. Any Election Form may be revoked or changed by the person submitting itsuch Election Form, by written notice received by the Exchange Agent during prior to the Election PeriodDeadline. In the event an Election Form is revoked during prior to the Election PeriodDeadline, the Shares shares of Company Common Stock represented by such Election Form will be deemed to be shall become No Election Shares, except to the extent a subsequent election is properly made during with respect to any or all of such shares of Company Common Stock prior to the Election PeriodDeadline. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will 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 good-faith decisions of the Exchange Agent regarding such matters will shall be binding and conclusive. None of Parent, HoldcoETP, the Company or the Exchange Agent will shall be under any obligation to notify any Person person of any defect in an Election Form.

Election Procedures. (a) Not less than 30 days prior to the anticipated Wax Effective Time (the “Mailing Date”), Parent will cause to be mailed to each record holder of Shares (other than Excluded Shares) as of five business days prior to the Mailing Date an An election form and other appropriate and customary transmittal materials in such form as Parent shall specify and as shall be reasonably acceptable to the Company (the “Election Form”) shall be mailed together with the Form S-4 or at such other time as the Company and Parent may agree (the “Mailing Date”) to each Shareholder (the “Election Form Record Date”). (b) Each Election Form will shall permit the holder Shareholder (or the beneficial owner through appropriate and customary documentation and instructions) of Shares to specify the aggregate percentage of such Shareholder’s Allocable Non-Escrowed Merger Consideration for which the Shareholder elects to receive Parent Shares (ithe “Stock Election Percentage”). A Shareholder shall be deemed to have made no election (a “Non-Election”) the number with respect to any portion of Shares such Shareholder’s Allocable Non-Escrowed Merger Consideration with respect to which such holder elects to receive the Wax Stock ConsiderationParent has not received an effective, (ii) the number of Shares with respect to which such holder elects to receive the Wax Cash Consideration or (iii) that such holder makes no election with respect to such holder’s Shares. Any Shares with respect to which the Exchange Agent does not receive a properly completed Election Form during the period (the “Election Period”) from the Mailing Date to on or before 5:00 p.m., New York City time, on the business day that is three Trading Days prior to twentieth Business Day following the Closing Mailing Date (or such other time and date as Parent and the Company will, prior to the Closing, mutually shall agree (the “Election Deadline”) will be deemed to be No Election Shares. Parent and the Company will publicly announce the anticipated Election Deadline at least five business days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline). (c) Any such election made pursuant to this Section 2.04 will shall have been properly made only if the Exchange Agent will Parent shall have actually received a properly completed Election Form during by the Election PeriodDeadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates (or customary affidavits and, if required by Parent or the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate) representing all Company Common Shares (“Certificates”) covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the person Person submitting itsuch Election Form, by written notice received by the Exchange Agent during Parent prior to the Election PeriodDeadline. In the event an Election Form is revoked during prior to the Election PeriodDeadline, the Shares portion of such Shareholder’s Allocable Non-Escrowed Merger Consideration represented by such Election Form will shall be deemed to be No a Non-Election Sharesand Parent shall cause the Certificates representing such portion of such Shareholder’s Allocable Non-Escrowed Merger Consideration, if any, to be promptly returned without charge to the Person submitting the Election Form upon written request to that effect from the holder who submitted the Election Form, except to the extent (if any) a subsequent election is properly made during the Election Periodwith respect to any or all of such Company Common Shares. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will Parent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent Parent regarding such matters will shall be binding and conclusive. None of Parent, HoldcoWith respect to any Election Form received by the Parent no later than three (3) Business Days prior to the Election Deadline, the Company or the Exchange Agent will be under any obligation and Parent shall exercise reasonable diligence to notify any Person of any defect in an such Election Form, and each such Person shall be permitted to correct any such defect or defects in the Election Form prior to the Election Deadline.

Election Procedures. Each holder of record of shares of Yardville Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this Article 3, to submit an election in accordance with the following procedures: (a) Not less than 30 days prior to Each Holder may specify in a request made in accordance with the anticipated Wax Effective Time provisions of this Section 3.2.1 (the herein called an “Mailing DateElection”), Parent will cause to be mailed to each record holder of Shares (other than Excluded Shares) as of five business days prior to the Mailing Date an election form in such form as Parent shall specify (the “Election Form”). (b) Each Election Form will permit the holder (or the beneficial owner through customary documentation and instructions) of Shares to specify (i) the number of Shares shares of Yardville Common Stock owned by such Holder with respect to which such holder elects Holder desires to receive the Wax make a Stock Consideration, Election and (ii) the number of Shares shares of Yardville Common Stock owned by such Holder with respect to which such holder elects Holder desires to receive the Wax make a Cash Consideration or Election. (iiib) that such holder makes no election with respect Acquirer shall prepare a form reasonably acceptable to such holder’s Shares. Any Shares with respect to which the Exchange Agent does not receive a properly completed Election Form during the period Yardville (the “Election PeriodForm of Election”) from the Mailing Date which shall be mailed to 5:00 p.m., New York City time, on the business day that is three Trading Days each holder of record of Certificate(s) so as to permit such holders to exercise their right to make an Election prior to the Closing Date or such other date as Parent and the Company will, prior to the Closing, mutually agree (the “Election Deadline”) will be deemed to be No Election Shares. Parent and the Company will publicly announce the anticipated Election Deadline at least five business days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Acquirer shall make the Form of Election initially available not less than twenty (20) business days prior to the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of Yardville who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. (d) Any election made pursuant to this Section 2.04 will Election shall have been made properly made only if the person authorized to receive Elections and to act as Exchange Agent, pursuant to an agreement (the “Exchange Agent will Agreement”) entered into prior to the mailing of the Form of Election to Yardville stockholders, shall have actually received received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by Certificates to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form during of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Yardville Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Acquirer, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the day prior to the Yardville Stockholders’ Meeting. Yardville and Acquirer shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Period. Deadline not more than fifteen (15) business days before, and at least five (5) business days prior to, the Election Deadline. (e) Any Yardville stockholder may, at any time prior to the Election Form may be revoked Deadline, change or changed by the person submitting it, revoke his or her Election by written notice received by the Exchange Agent during prior to the Election Period. In the event an Election Deadline accompanied by a properly completed and signed revised Form is revoked during the Election Period, the Shares represented by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election Periodof Election. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will have Agreement, if Acquirer shall determine in its reasonable discretion that any Election is not properly made with respect to determine whether any electionshares of Yardville Common Stock (neither Acquirer nor Yardville nor the Exchange Agent being under any duty to notify any stockholder of any such defect), revocation such Election shall be deemed to be not in effect, and the shares of Yardville Common Stock covered by such Election shall, for purposes hereof, be deemed to be Non-Election Shares, unless a proper Election is thereafter timely made. (f) Any Yardville stockholder may, at any time prior to the Election Deadline, revoke his or change her Election by written notice received by the Exchange Agent prior to the Election Deadline or by withdrawal prior to the Election Deadline of his or her Certificates, or of the guarantee of delivery of such Certificates, previously deposited with the Exchange Agent. All Elections shall be automatically deemed revoked upon receipt by the Exchange Agent of written notification from Acquirer or Yardville that this Agreement has been properly or timely made and terminated in accordance with Article 11. (g) Subject to disregard immaterial defects in the Election Forms, and any good faith decisions terms of the Exchange Agent regarding such matters will Agreement, Acquirer, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing (i) the validity of the Forms of Election and compliance by any Yardville stockholder with the Election procedures set forth herein, (ii) the manner and extent to which Elections are to be binding taken into account in making the determinations prescribed by Section 3.1.3, (iii) the issuance and conclusive. None delivery of Parent, Holdco, certificates representing the Company or whole number of shares of Acquirer Common Stock into which shares of Yardville Common Stock are converted in the Exchange Agent will be under any obligation Merger and (iv) the method of payment of cash for shares of Yardville Common Stock converted into the right to notify any Person receive the Cash Consideration and cash in lieu of any defect in an Election Formfractional shares of Acquirer Common Stock.

Election Procedures. Each holder of record of shares of National Penn Common Stock, National Penn Restricted Stock Awards, National Penn Restricted Stock Unit Awards or Settled Deferred Stock Unit Awards to be converted into the right to receive the Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Sections 1.6(a) and 2.1 (a “Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Not less than 30 days prior to Each Holder may specify in a request made in accordance with the anticipated Wax Effective Time provisions of this Section 2.2 (the herein called an “Mailing DateElection”), Parent will cause to be mailed to each record holder of Shares (other than Excluded Shares) as of five business days prior to the Mailing Date an election form in such form as Parent shall specify (the “Election Form”). (b) Each Election Form will permit the holder (or the beneficial owner through customary documentation and instructions) of Shares to specify (i) the number of Shares shares of National Penn Common Stock owned by such Holder (or subject to such National Penn Restricted Stock Awards, National Penn Restricted Stock Unit Awards or Settled Deferred Stock Unit Awards) with respect to which such holder elects Holder desires to receive the Wax make a Stock Consideration, Election and (ii) the number of Shares shares of National Penn Common Stock owned by such Holder (or subject to such National Penn Restricted Stock Awards, National Penn Restricted Stock Unit Awards or Settled Deferred Stock Unit Awards) with respect to which such holder elects Holder desires to receive the Wax make a Cash Consideration or Election. (iiib) that Parent shall prepare a form reasonably acceptable to National Penn, including appropriate and customary transmittal materials in such holder makes no election with respect form as prepared by Parent and reasonably acceptable to such holder’s Shares. Any Shares with respect to which the Exchange Agent does not receive a properly completed Election Form during the period National Penn (the “Form of Election”), so as to permit Holders to exercise their right to make an Election. (c) Parent (i) shall initially make available and mail the Form of Election Period”not less than twenty (20) from the Mailing Date to 5:00 p.m., New York City time, on the business day that is three Trading Days prior to the Closing Date or such other date as Parent and the Company will, prior to the Closing, mutually agree (the “Election Deadline”) will be deemed to be No Election Shares. Parent and the Company will publicly announce the anticipated Election Deadline at least five business days prior to the anticipated Closing Date. If Election Deadline to Holders of record as of the Closing Date is delayed business day prior to a subsequent such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder, holder of National Penn Restricted Stock Awards, holder of National Penn Restricted Stock Unit Awards or holder of Settled Deferred Stock Unit Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline shall be similarly delayed is referred to a subsequent date, and Parent and herein as the Company shall promptly announce any such delay and, when determined, the rescheduled “Election DeadlinePeriod”. (cd) Any election made pursuant to this Section 2.04 will Election shall have been made properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the person submitting itreceived, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the Shares represented by such a Form of Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Subject to the terms of this Agreement completed and of the Election Form, the Exchange Agent will have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election Formsrelates or by an appropriate customary guarantee of delivery of such Old Certificates, and as set forth in such Form of Election, from a member of any good faith decisions registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent regarding such matters will be binding is located) on the date which the parties shall agree is as near as practicable to two (2) business days preceding the Closing Date. The Parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) business days before, and conclusive. None of Parent, Holdcoat least five (5) business days prior to, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election FormDeadline.

Election Procedures. (ai) Not less than 30 thirty (30) days prior to the anticipated Wax Effective Time Time, an election form and other appropriate and customary transmittal materials (which shall specify that delivery of issued and outstanding Target Common Stock shall be effected, and risk of loss and title to the certificates theretofore representing any such Target Common Stock (each, a “Certificate”) or non-certificated shares represented by book entry (“Book Entry Shares”) shall pass, only upon proper delivery of such Certificates or Book Entry Shares, respectively, to the Exchange Agent) in such form as Parent shall specify and as shall be reasonably acceptable to Target (the “Election Form”) shall be mailed at such time as Target and Parent may agree (the “Mailing Date”) to each holder of record of shares of Target Common Stock (including to holders of Target Options and ESPP Rights electing prior to the Effective Time to purchase or receive Target Common Stock), Parent will cause to be mailed to each record holder of Shares (other than Excluded Shares) determined as of five (5) business days prior to the Mailing Date an election form in such form as Parent shall specify (the “Election FormForm Record Date”). (bii) Each Election Form will shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) ), other than any holder of Shares Target Excluded Shares, to specify (i) the number of Shares shares of such holder’s Target Common Stock (including shares issuable pursuant to any Target Option or ESPP Right) with respect to which such holder elects to receive the Wax Stock Per Share Cash Election Consideration, (ii) the number of Shares shares of such holder’s Target Common Stock with respect to which such holder elects to receive the Wax Cash Consideration Per Share Stock Election Consideration, or (iii) that such holder makes no election with respect to such holder’s SharesTarget Common Stock. Any Shares Target Common Stock with respect to which the Exchange Agent does has not receive a received an effective, properly completed Election Form during the period (the “Election Period”) from the Mailing Date to on or before 5:00 p.m., New York City time, on the business twentieth (20th) day that is three Trading Days prior to following the Closing Mailing Date (or such other time and date as Target and Parent and the Company will, prior to the Closing, mutually agree shall agree) (the “Election Deadline”) will shall also be deemed to be No Non-Election Shares. . (iii) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by any persons who become holders (or beneficial owners) of Target Common Stock, between the Election Form Record Date and the Company will publicly announce close of business on the anticipated Election Deadline at least five business days day prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent dateDeadline, and Parent and Target shall provide to the Company shall promptly announce any such delay and, when determined, the rescheduled Election DeadlineExchange Agent all information reasonably necessary for it to perform as specified herein. (civ) Any election made pursuant to this Section 2.04 will shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during by the Election PeriodDeadline. An Election Form shall be deemed properly completed only (i) if, in the case of issued and outstanding shares of Target Common Stock, accompanied by one or more Certificates (or customary affidavits), if applicable, and/or (ii) upon receipt of an “agent’s message” by the Exchange Agent or such other evidence of transfer of Book Entry Shares to the Exchange Agent as the Exchange Agent may reasonably request, collectively representing all shares of Target Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the person submitting itsuch Election Form, by written notice received by the Exchange Agent during prior to the Election PeriodDeadline. In the event an Election Form is revoked during prior to the Election PeriodDeadline, the Shares shares of Target Common Stock represented by such Election Form will be deemed shall become Non-Election Shares and, in the case of issued and outstanding shares of Target Common Stock, Parent shall cause the Certificates representing such shares of Target Common Stock or Book-Entry Shares to be No promptly returned without charge to the person submitting the Election SharesForm upon written request to that effect from the holder who submitted the Election Form, except to the extent (if any) a subsequent election is properly made during the Election Periodwith respect to any or all of such shares of Target Common Stock. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will Agent, in consultation with Parent and Target, 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 will shall be binding and conclusive. None of Parent, Holdco, the Company Target or the Exchange Agent will shall be under any obligation to notify any Person person of any defect in an Election Form.

Election Procedures. Each holder of record of Company Common Stock issued and outstanding immediately prior to the Election Deadline (a “Company Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election on or prior to the Election Deadline in accordance with the following procedures: (a) Not less than 30 days prior to Each Company Holder may specify in a request made in accordance with the anticipated Wax Effective Time provisions of this Section 2.03 (the an “Mailing DateElection”), Parent will cause (A) the number of shares of Company Common Stock with respect to which such Company Holder desires to make a Share Election, (B) the number of shares of Company Common Stock with respect to which such Company Holder desires to make a Mixed Election, and (C) the number of shares of Company Common Stock with respect to which such Company Holder desires to make a Cash Election, and the order in which either such election is to apply to any such shares if the election is subject to proration pursuant to Section 2.04. Any Company Holder who makes an Election shall be mailed required to each record holder of Shares (other than Excluded Shares) as of five business days prior to the Mailing Date an election form waive all appraisal rights in connection with making such form as Parent shall specify (the “Election Form”)Election. (b) Each Election Form will permit TopCo shall prepare a form reasonably acceptable to the holder (or the beneficial owner through customary documentation and instructions) of Shares to specify (i) the number of Shares with respect to which such holder elects to receive the Wax Stock Consideration, (ii) the number of Shares with respect to which such holder elects to receive the Wax Cash Consideration or (iii) that such holder makes no election with respect to such holder’s Shares. Any Shares with respect to which the Exchange Agent does not receive a properly completed Election Form during the period Company (the “Form of Election”), which shall be mailed by TopCo to record holders of Company Common Stock so as to permit those Company Holders to exercise their right to make an Election Period”) from the Mailing Date to 5:00 p.m., New York City time, on the business day that is three Trading Days prior to the Closing Date or such other date as Parent and the Company will, prior to the Closing, mutually agree (the “Election Deadline”) will be deemed to be No Election Shares. Parent and the Company will publicly announce the anticipated Election Deadline at least five business days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) TopCo shall mail or cause to be mailed or delivered, as applicable, the Form of Election to record holders of Company Common Stock as of the record date for the Company Stockholders’ Meeting not less than 20 business days prior to the anticipated Election Deadline. TopCo shall make available one or more Forms of Election as may reasonably be requested from time to time by all persons who become holders of record of Company Common Stock during the period following the record date for the Company Stockholders’ Meeting and prior to the Election Deadline. (d) Any election made pursuant to this Section 2.04 will Election shall have been made properly made only if the Exchange Agent will shall have actually received received, prior to the Election Deadline, a Form of Election properly completed and signed and accompanied by Certificates (or affidavits of loss in lieu of the Certificates) to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company or by an appropriate customary guarantee of delivery of such Certificates, as set forth in such Form during of Election, from a firm that is an eligible guarantor institution (as defined in Rule 17Ad–15 under the Election Period. Any Election Form may be revoked or changed by Securities Exchange Act of 1934, as amended (the person submitting it, by written notice received by “Exchange Act”)); provided that such Certificates are in fact delivered to the Exchange Agent during by the Election Period. In the event an Election Form is revoked during the Election Periodtime required in such guarantee of delivery, the Shares represented by such Election Form will be deemed to be No Election Sharesand, except to the extent a subsequent election is properly made during the Election Period. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will 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 Formscase of shares of Company Common Stock in book-entry form, and any good faith decisions additional documents specified in the procedures set forth in the Form of the Exchange Agent regarding such matters will be binding and conclusiveElection. None Failure to deliver shares of Parent, Holdco, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election Form.Common Stock covered by

Election Procedures. (a) Not less than 30 thirty (30) days prior to the anticipated Wax Initial Merger Effective Time or on such other date as Parent and the Company mutually agree (the “Mailing Date”), Parent will the Company shall cause to be mailed to each record holder of Shares (other than Excluded Shares) as of five business days prior to the Mailing Date an election form and other appropriate and customary transmittal materials, in such form as the Company shall reasonably specify and as shall be reasonably acceptable to Parent shall specify (the “Election Form”), to each record holder of Company Common Stock (other than the Excluded Shares) as of a date that is five (5) Business Days prior to the Mailing Date or such other date as mutually agreed to by Parent and the Company. (b) Each Election Form will shall permit the holder (or the beneficial owner through customary documentation and instructions) of Shares Company Common Stock to specify (i) the number of Shares shares of Company Common Stock with respect to which such holder elects to receive the Wax Stock Mixed Consideration, (ii) the number of Shares shares of Company Common Stock with respect to which such holder elects to receive the Wax Stock Election Consideration, (iii) the number of shares of Company Common Stock with respect to which such holder elects to receive the Cash Election Consideration or (iiiiv) that such holder makes no election with respect to such holder’s Sharesshares of Company Common Stock. Any Shares shares of Company Common Stock with respect to which the Exchange Agent does not receive a properly completed Election Form during the period (the “Election Period”) from the Mailing Date to 5:00 p.m., New York City timeCentral Time, on the business day Business Day that is three Trading five (5) Business Days prior to the Closing Date or such other date as Parent and the Company willshall, prior to the Closing, mutually agree (the “Election Deadline”) will shall be deemed to be No Election Shares. Parent and the Company will shall publicly announce the anticipated Election Deadline at least five business days (5) Business Days prior to the anticipated Closing DateElection Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Any . For the purposes of this Agreement, “No Election Share” means each share of Company Common Stock for which no election made pursuant to this Section 2.04 will have receive Mixed Consideration, Cash Election Consideration or Stock Election Consideration has been properly made only if the Exchange Agent will have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the person submitting it, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the Shares represented by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Subject to in accordance with the terms of this Agreement and of the Election Form, the Exchange Agent will have reasonable discretion to determine whether any election, revocation Section 1.13 or change for which such election has been properly or timely made and to disregard immaterial defects revoked in accordance with the Election Forms, and any good faith decisions terms of the Exchange Agent regarding such matters will be binding and conclusive. None of Parent, Holdco, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election Formthis Section 1.13.

Election Procedures. Each holder of record of shares of Company Common Stock and Company Restricted Stock Awards to be converted into the right to receive the Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Sections 2.8 and 2.10 (a “Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Not less than 30 days prior to Each Holder may specify in a request made in accordance with the anticipated Wax Effective Time provisions of this Section 2.11 (the herein called an “Mailing DateElection”), Parent will cause to be mailed to each record holder of Shares (other than Excluded Shares) as of five business days prior to the Mailing Date an election form in such form as Parent shall specify (the “Election Form”). (b) Each Election Form will permit the holder (or the beneficial owner through customary documentation and instructions) of Shares to specify (i) the number of Shares shares of Company Common Stock owned by such Holder (or subject to Company Restricted Stock Awards) with respect to which such holder elects Holder desires to receive the Wax make a Stock Consideration, Election and (ii) the number of Shares shares of Company Common Stock owned by such Holder (or subject to Company Restricted Stock Awards) with respect to which such holder elects Holder desires to receive make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to the Wax Cash Consideration or Company, including appropriate and customary transmittal materials in such form as prepared by Parent and reasonably acceptable to the Company (iiithe “Form of Election”), so as to permit Holders to exercise their right to make an Election. (c) that such holder makes no election with respect Parent (i) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of a date as near as practicable to such holder’s Sharesmailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. Any Shares with respect The time period between such mailing date and the Election Deadline is referred to which the Exchange Agent does not receive a properly completed Election Form during the period (herein as the “Election Period”) from the Mailing Date to 5:00 p.m., New York City time, on the business day that is three Trading Days prior to the Closing Date or such other date as Parent and the Company will, prior to the Closing, mutually agree (the “Election Deadline”) will be deemed to be No Election Shares. Parent and the Company will publicly announce the anticipated Election Deadline at least five business days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (cd) Any election made pursuant to this Section 2.04 will Election shall have been made properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the person submitting itreceived, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the Shares represented by such a Form of Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Subject to the terms of this Agreement completed and of the Election Form, the Exchange Agent will have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Certificates representing all certificated shares to which such Form of Election Formsrelates or by an appropriate customary guarantee of delivery of such Certificates, and as set forth in such Form of Election, from a member of any good faith decisions registered national securities exchange or a commercial bank or trust company in the United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent regarding such matters will be binding is located) on the date which the parties shall agree is as near as practicable to two (2) Business Days preceding the Closing Date. The Parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and conclusive. None of Parent, Holdcoat least five (5) Business Days prior to, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election FormDeadline.

Election Procedures. Each holder of record of shares of RockTenn Common Stock issued and outstanding immediately prior to the Election Deadline (a “Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election on or prior to the Election Deadline in accordance with the following procedures. (a) Not less than 30 days prior to Each Holder may specify in a request made in accordance with the anticipated Wax Effective Time provisions of this Section 3.3 (the an “Mailing DateElection”), Parent will cause to be mailed to each record holder of Shares (other than Excluded Shares) as of five business days prior to the Mailing Date an election form in such form as Parent shall specify (the “Election Form”). (b) Each Election Form will permit the holder (or the beneficial owner through customary documentation and instructions) of Shares to specify (i) the number of Shares shares of RockTenn Common Stock owned by such Holder with respect to which such holder elects Holder desires to receive the Wax make a Stock ConsiderationElection, (ii) the number of Shares shares of RockTenn Common Stock owned by such Holder with respect to which such holder elects Holder desires to receive the Wax make a Cash Consideration or Election and (iii) that the particular shares for which the Holder desires to make either such holder makes no election, and the order in which either such election with respect is to apply to any such holder’s Sharesshares if the election is subject to proration under Section 3.4. Any Shares Holder who wishes to make an Election shall be required to waive all dissenters’ rights in connection with respect making such Election. (b) TopCo shall, and RockTenn shall cause TopCo to, prepare a form reasonably acceptable to MWV (the “Form of Election”), which shall be mailed by TopCo to record holders of RockTenn Common Stock so as to permit those Holders to exercise their right to make an Election prior to the Election Deadline. (c) TopCo shall, and RockTenn shall cause TopCo to, mail or cause to be mailed or delivered, as applicable, the Form of Election to record holders of RockTenn Common Stock as of the record date for the RockTenn Shareholders Meeting not less than 20 business days prior to the anticipated Election Deadline. TopCo shall, and RockTenn shall cause TopCo to, make available one or more Forms of Election as may reasonably be requested from time to time by all persons who become holders of record of RockTenn Common Stock during the period following the record date for the RockTenn Shareholders Meeting and prior to the Election Deadline. (d) Any Election shall have been made properly only if the Exchange Agent does not receive shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by RockTenn Certificates to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of RockTenn or by an appropriate customary guarantee of delivery of such RockTenn Certificates, as set forth in such Form during of Election, from a firm that is an eligible guarantor institution (as defined in Rule 17Ad-15 under the period (Exchange Act); provided, that such RockTenn Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery, and, in the case of RockTenn Book-Entry Shares, any additional documents specified in the procedures set forth in the Form of Election. Failure to deliver shares of RockTenn Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by RockTenn, in its sole and absolute discretion. As used herein, unless otherwise jointly agreed in advance by MWV and RockTenn, “Election Period”Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) from the Mailing Date to 5:00 p.m., New York City time, on the later of (i) the date immediately prior to the RockTenn Shareholders Meeting and (ii) if on the date immediately prior to the RockTenn Shareholders Meeting, both conditions set forth in Sections 7.1(b) and 7.1(c) have not been satisfied, three business day that is three Trading Days days prior to the Closing Date or such other date as Parent Date. RockTenn and the Company will, prior MWV shall issue a press release reasonably satisfactory to the Closing, mutually agree (the “Election Deadline”) will be deemed to be No Election Shares. Parent and the Company will publicly announce each of them announcing the anticipated date of the Election Deadline not more than fifteen business days before, and at least five business days prior to to, the anticipated Closing Datedate of the Election Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, date (which shall be three business days prior to the Closing Date) and Parent RockTenn and the Company MWV shall cooperate to promptly publicly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Any election made pursuant to this Section 2.04 will have been properly made only if the Exchange Agent will have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the person submitting it, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the Shares represented by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will 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 will be binding and conclusive. None of Parent, Holdco, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. (a) Not less than 30 days prior to the anticipated Wax Effective Time (the “Mailing Date”), Parent will cause to be mailed to each record holder of Shares (other than Excluded Shares) as of five business days prior to the Mailing Date an election form in such form as Parent shall specify (the “Election Form”). (b) Each Election Form will permit the holder (or the beneficial owner through customary documentation and instructions) of Shares to specify (i) All elections in accordance with this Section 2.7 shall be made on a form designed for that purpose and mutually acceptable to the number Company and Parent (a “Form of Shares with respect to which such holder elects to receive the Wax Stock Consideration, (ii) the number of Shares with respect to which such holder elects to receive the Wax Cash Consideration or (iii) that such holder makes no election with respect to such holder’s Shares. Any Shares with respect to which the Exchange Agent does not receive a properly completed Election Form during the period (the “Election PeriodElection”) from the Mailing Date to 5:00 p.m., New York City time, on the business day that is three Trading Days prior which will be filed as an exhibit to the Closing Date Form S-4 and mailed to the holders of record of shares of Company Common Stock as of the record date for the Company Shareholders’ Meeting or on such other date as Parent and the Company will, prior to the Closing, mutually agree (the “Form of Election DeadlineDate”). The Form of Election shall be used by each record holder of shares of Company Common Stock (or, in the case of nominee record holders, the beneficial owner through proper instructions and documentation) who wishes to make a Cash Election or a Stock Election or a combination of both for any and all shares of Company Common Stock held by such holder. The Company shall make available one or more Forms of Election as may be reasonably requested by any Person who becomes a holder (or beneficial owner) of shares of Company Common Stock between the Form of Election Date and the close of business on the Business Day prior to the Election Date. (ii) For elections to be effective, (A) with respect to shares of Company Common Stock represented by Certificates, a Form of Election and a Letter of Transmittal must be properly completed, signed and actually received by the Exchange Agent and accompanied by the Certificates representing all the shares of Company Common Stock as to which such a Form of Election is being made, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or an affidavit of lost certificate in accordance with Section 2.10), or (B) with respect to shares of Company Common Stock that are held in book-entry form, Parent shall establish procedures for the delivery of such shares, which procedures shall be reasonably acceptable to the Company (any election that satisfies either (A) or (B), an “Election”). (iii) An Election must be received by the Exchange Agent not later than 5:00 p.m. California time on (A) the date of the Company Shareholders’ Meeting or, (B) if the Closing Date is more than four (4) Business Days following the Company Shareholders’ Meeting, the Business Day immediately preceding the Closing Date (either of (A) or (B), the “Election Date”) in order to be effective. Any shares of Company Common Stock for which the record holder has not, as of 5:00 p.m., California time, on the Election Date, properly submitted a properly completed Form of Election to the Exchange Agent will be deemed to be No Election Non-Electing Shares. After a Cash Election or Stock Election is validly made with respect to any shares of Company Common Stock, no further registration of transfers of such shares shall be made on the stock transfer books of the Company, unless and until such Cash Election or Stock Election is properly revoked. In addition, all Forms of Election shall automatically be revoked if the Exchange Agent is notified in writing by Parent and the Company will that the Merger has been abandoned. (iv) Parent and the Company shall publicly announce the anticipated Election Deadline Date at least five business days (5) Business Days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline Date shall be similarly subsequently delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election DeadlineDate. (cv) Any election made pursuant to this Section 2.04 will have been properly made only if the Exchange Agent will have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the person submitting it, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the Shares represented by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Subject to the terms of this Agreement and provisions of the Election Formagreement entered into with the Exchange Agent, the Exchange Agent will shall have reasonable the discretion to determine whether any election, revocation or change has Forms of Election have been properly completed, signed, and timely submitted or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions forms. Any such determination of the Exchange Agent regarding such matters will be binding and conclusive. None of Parent, Holdco, the Company Parent or the Exchange Agent will shall be conclusive and binding, absent manifest error. Neither Parent nor the Exchange Agent shall be under any obligation to notify any Person of any defect in an a Form of Election Formsubmitted to the Exchange Agent. Any shares of Company Common Stock relating to which the record holder is deemed to have not submitted a valid Election on or prior to the Election Date shall be deemed to be Non-Electing Shares. (vi) Any Cash Election or Stock Election may be (A) changed by written notice received by the Exchange Agent prior to 5:00 p.m., California time, on the Election Date, accompanied by a properly completed and signed revised Form of Election or (B) revoked with respect to all or a portion of the 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., California time, on the Election Date. In addition, Cash Elections and Stock Elections shall automatically be revoked if this Agreement is terminated in accordance with Article VIII. If a Cash Election or Stock Election is revoked with respect to shares of Company Common Stock represented by a Certificate, such Certificate shall promptly be returned to the holder that submitted the same to the Exchange Agent. (vii) The Exchange Agent shall make all the computations contemplated by this Section 2.7(b), including the determination of the number of Cash Electing Shares, Stock Electing Shares and Non-Electing Shares and, after consultation with Parent and the Company, all such computations will be conclusive and binding on the former holders of shares of the Company Common Stock absent manifest error. The Exchange Agent may, with the agreement of Parent and the Company, make such reasonable rules as are consistent with this Section 2.7 for the implementation of the Elections provided for herein as shall be necessary or desirable to effect fully such Elections.

Election Procedures. 3.2.1. Holders of LNB Bancorp Common Stock may elect to receive Stock Consideration or Cash Consideration (ain either case without interest) Not in exchange for their shares of LNB Bancorp Common Stock in accordance with the following procedures, provided that, in the aggregate, 50% of the total number of shares of LNB Bancorp Common Stock issued and outstanding at the Effective Time, excluding any Treasury Stock (the “Stock Conversion Number”), shall be converted into the Stock Consideration and the remaining outstanding shares of LNB Bancorp Common Stock shall be converted into the Cash Consideration. Shares of LNB Bancorp Common Stock as to which a Cash Election (including, pursuant to a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Dissenting Shares shall be considered Cash Election Shares for purposes of determining the number of Cash Election Shares. Shares of LNB Bancorp Common Stock as to which a Stock Election has been made (including, pursuant to a Mixed Election) are referred to as “Stock Election Shares.” Shares of LNB Bancorp Common Stock as to which no election has been made (or as to which an Election Form is not returned properly completed) are referred to herein as “Non-Election Shares.” The aggregate number of shares of LNB Bancorp Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.” 3.2.2. An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent), in such form as LNB Bancorp and Northwest Bancshares shall mutually agree (“Election Form”), shall be mailed not less than 30 20 business days but not more than 40 business days prior to the anticipated Wax Effective Time or on such earlier date as Northwest Bancshares and LNB Bancorp shall mutually agree (the “Mailing Date”), Parent will cause to be mailed ) to each record holder of Shares (other than Excluded Shares) record of LNB Bancorp Common Stock as of five business days prior to the Mailing Date an election form in such form as Parent shall specify (the “Election FormForm Record Date”). (b) . Each Election Form will shall permit such holder, subject to the holder (or the beneficial owner through customary documentation allocation and instructions) of Shares to specify election procedures set forth in this Section 3.2, (i) the number of Shares with respect to which such holder elects elect to receive the Wax Cash Consideration for all of the shares of LNB Bancorp Common Stock Considerationheld by such holder (a “Cash Election”) in accordance with Section 3.1.3, (ii) the number of Shares with respect to which such holder elects elect to receive the Wax Cash Stock Consideration or for all of such shares (a “Stock Election”) in accordance with Section 3.1.3, (iii) that such holder makes no election with respect elect to receive the Stock Consideration for a part of such holder’s SharesLNB Bancorp Common Stock and the Cash Consideration for the remaining part of such holder’s LNB Bancorp Common Stock (the “Cash/Stock Consideration”) (an election to receive the Cash/Stock Consideration is referred to as a “Mixed Election”), or (iv) to indicate that such record holder has no preference as to the receipt of cash or Northwest Bancshares Common Stock for such shares (a “Non-Election”). A holder of record of shares of LNB Bancorp Common Stock who holds such shares as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of LNB Bancorp Common Stock held by such Representative for a particular beneficial owner. Any Shares shares of LNB Bancorp Common Stock with respect to which the holder thereof shall not, as of the Election Deadline, have made an election by submission to the Exchange Agent does not receive of an effective, properly completed Election Form shall be deemed Non-Election Shares. 3.2.3. To be effective, a properly completed Election Form during shall be submitted to the period (the “Election Period”) from the Mailing Date to Exchange Agent on or before 5:00 p.m., New York City time, on the business 20th day that is three Trading Days prior to following the Closing Mailing Date (or such other time and date as Parent Northwest Bancshares and the Company will, prior to the Closing, LNB Bancorp may mutually agree agree) (the “Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Closing Date. LNB Bancorp shall make available up to two separate Election Forms, or such additional Election Forms as Northwest Bancshares may permit, to all persons who become holders (or beneficial owners) will be deemed to be No of LNB Bancorp Common Stock between the Election Shares. Parent Form Record Date and the Company will publicly announce close of business on the anticipated Election Deadline at least five business days day prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Any . LNB Bancorp shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An election made pursuant to this Section 2.04 will shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during by the Election PeriodDeadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of LNB Bancorp Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If an LNB Bancorp stockholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline, the shares of LNB Bancorp Common Stock held by such stockholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the person submitting it, such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent during at or prior to the Election PeriodDeadline. In Northwest Bancshares shall cause the event an Certificate or Certificates relating to any revoked Election Form is revoked during to be promptly returned without charge to the person submitting the Election Period, the Shares represented by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election PeriodExchange Agent. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will shall have reasonable discretion to determine whether when any election, modification or revocation is received and whether any such election, modification or change revocation has been properly or timely made made. 3.2.4. If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to disregard immaterial defects receive the Cash Consideration, and, subject to Section 3.2.6 hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration only with respect to that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration. 3.2.5. If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election FormsShares, and any good faith decisions then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 3.2.6 hereof, each holder of Non-Election Shares shall receive the Exchange Agent regarding Stock Consideration in respect of that number of Non-Election Shares held by such matters will be binding and conclusive. None holder equal to the product obtained by multiplying (x) the number of Parent, HoldcoNon-Election Shares held by such holder by (y) a fraction, the Company or numerator of which is the Exchange Agent will Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be under any obligation converted into the right to notify any Person receive the Stock Consideration, and, subject to Section 3.2.6 hereof, each holder of any defect Cash Election Shares shall receive the Stock Consideration in an respect of that number of Cash Election FormShares held by such holder equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.

Election Procedures. (ai) Not less than 30 days prior HNC and East Penn Financial shall cause the Exchange Agent to the anticipated Wax Effective Time (the “Mailing Date”), Parent will cause to be mailed to each record holder of Shares (other than Excluded Shares) as of five business days prior to the Mailing Date mail an election form and other appropriate and customary transmittal materials, which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing East Penn Financial Shares shall pass, only upon proper delivery of such certificates to the Exchange Agent in such form as Parent HNC and East Penn Financial shall specify mutually agree (the an “Election Form”). ) to holders of East Penn Financial Common Stock and East Penn Financial Options not more than forty (b40) Each Election Form will permit the holder Business Days and not less than twenty (or the beneficial owner through customary documentation and instructions20) of Shares to specify (i) the number of Shares with respect to which such holder elects to receive the Wax Stock Consideration, (ii) the number of Shares with respect to which such holder elects to receive the Wax Cash Consideration or (iii) that such holder makes no election with respect to such holder’s Shares. Any Shares with respect to which the Exchange Agent does not receive a properly completed Election Form during the period (the “Election Period”) from the Mailing Date to 5:00 p.m., New York City time, on the business day that is three Trading Business Days prior to the Closing Date or such other a date as Parent and the Company will, prior to the Closing, mutually agree time (the “Election Deadline”) will that shall be mutually agreeable to HNC and East Penn Financial, but in any event not less than six (6) Business Days prior to the Closing Date, and shall be designated in the Election Form as the deadline for delivery of such holders’ elections. Each Election Form shall permit the holder (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to make a Stock Election, a Cash Election or a Mixed Election. The East Penn Financial Shares for which the holder has duly made a Mixed Election shall be entitled to receive that respective proportion of Stock Consideration and Cash Consideration as shall be determined pursuant to the allocation rules set forth in Section 2.4(e), and shall be deemed to be No hold Stock Election Shares. Parent Shares and the Company will publicly announce the anticipated Cash Election Deadline at least five business days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election DeadlineShares in corresponding amounts. (cii) The Exchange Agent shall use reasonable efforts to make the Election Form available to all persons who become holders of East Penn Financial Common Stock during the period between the record date for the mailing of the Election Form (the “Record Date”) and the Election Deadline. Any holder's election made pursuant to this Section 2.04 will shall have been properly made only if the Exchange Agent will shall have actually received at its designated office, by the Election Deadline, a properly completed and signed Election Form accompanied by the East Penn Financial Certificates to which such Election Form relates, in form acceptable for transfer (or by an appropriate guarantee of delivery of such East Penn Financial Certificates as set forth in such Election Form from a firm which is an "eligible guarantor institution" (as defined in Rule 17Ad-15 under the Exchange Act) provided that such East Penn Financial Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery). (iii) If, as to any East Penn Financial Common Stock, the holder either: (i) does not submit a properly completed Election Form during before the Election Period. Any Election Form may be revoked or changed by the person submitting it, by written notice received by the Exchange Agent during the Election Period. In the event Deadline; (ii) revokes an Election Form is revoked during prior to the Election Period, the Shares represented by such Deadline and does not resubmit a properly completed Election Form will prior to the Election Deadline; or (iii) fails to perfect his, her or its dissenters' rights pursuant to subsection 2.7 of this Agreement, those shares of East Penn Financial Common Stock shall be deemed designated "No-Election Shares." Nominee record holders who hold East Penn Financial Common Stock on behalf of multiple beneficial owners shall be required to be No indicate how many of the shares held by them are Stock Election Shares, except to the extent a subsequent election is properly made during the Cash Election Period. Subject to the terms of this Agreement Shares and of the No-Election Form, the Exchange Agent will 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 FormsShares, and any good faith decisions of the Exchange Agent regarding such matters will be binding and conclusive. None of Parent, Holdco, the Company or the Exchange Agent will be under any obligation how many shares held by them are subject to notify any Person of any defect in an Election Forma Mixed Election.

Election Procedures. (a) Not An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Certificates to the Exchange Agent) in such form as ETP shall reasonably specify and as shall be reasonably acceptable to the Company (the “Election Form”) shall be mailed no less than 30 thirty (30) days prior to the anticipated Wax Effective Time Closing Date or on such other date as ETP and the Company shall mutually agree (the “Mailing Date”), Parent will cause to be mailed ) to each record holder of Shares (other than Excluded Shares) record of Company Common Stock as of five the close of business days on the fifth business day prior to the Mailing Date an election form in such form as Parent shall specify (the “Election FormForm Record Date”). (b) Each Election Form will shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of Shares to specify (i) the number of Shares shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Wax Stock Consideration, makes a Mixed Election; (ii) the number of Shares shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Wax makes a Cash Consideration or Election; and (iii) that the number of shares of such holder’s Company Common Stock with respect to which such holder makes no election with respect to such holder’s Sharesa Common Unit Election. Any Shares with respect to which the Exchange Agent does has not receive a received an effective, properly completed Election Form during the period (the “Election Period”) from the Mailing Date to on or before 5:00 p.m., New York City time, on the business twentieth (20th) day that is three Trading Days prior to following the Closing Mailing Date (or such other time and date as Parent ETP and the Company will, prior to the Closing, mutually agree shall agree) (the “Election Deadline”) will (other than Cancelled Shares and Subsidiary Shares) shall be deemed to be “No Election Shares. Parent ,” and the Company will publicly announce the anticipated holders of such No Election Deadline at least five business days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline Shares shall be similarly delayed deemed to have made a subsequent date, and Parent and the Company shall promptly announce any Mixed Election with respect to such delay and, when determined, the rescheduled No Election DeadlineShares. (c) ETP shall make available one or more Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Company Common Stock between the Election Form Record Date and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any election made pursuant to this Section 2.04 will shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during by the Election PeriodDeadline. After a Mixed Election, Cash Election or a Common Unit Election is validly made with respect to any shares of Company Common Stock, any subsequent transfer of such shares of Company Common Stock shall automatically revoke such election. Any Election Form may be revoked or changed by the person submitting itsuch Election Form, by written notice received by the Exchange Agent during prior to the Election PeriodDeadline. In the event an Election Form is revoked during prior to the Election PeriodDeadline, the Shares shares of Company Common Stock represented by such Election Form will be deemed to be shall become No Election Shares, except to the extent a subsequent election is properly made during with respect to any or all of such shares of Company Common Stock prior to the Election PeriodDeadline. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will 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 good-faith decisions of the Exchange Agent regarding such matters will shall be binding and conclusive. None of Parent, HoldcoETP, the Company or the Exchange Agent will shall be under any obligation to notify any Person person of any defect in an Election Form.

Election Procedures. (ai) Not less than 30 days prior All elections contemplated by Section 1.5(a) shall be made on a form designed for that purpose prepared by the Company and reasonably acceptable to Purchaser (an "Election Form"). Holders of record of shares of Company Common Stock who hold such shares as nominees, trustees or in other representative capacities ("Representatives") may submit multiple Election Forms, provided that such Representative certifies that each such Election Form covers all the anticipated Wax Effective Time shares of Company Common Stock held by each such Representative for a particular beneficial owner. (the “Mailing Date”), Parent will cause to ii) The Election Form shall be mailed on the same date as the date on which the Proxy Statement is mailed to each all holders of record holder of Shares (other than Excluded Shares) shares of Company Common Stock as of the record date of the Stockholders' Meeting (as defined below). Thereafter the Company and Purchaser shall each use its reasonable and diligent efforts to (i) mail the Election Form to all persons who become record holders of shares of Company Common Stock during the period between the record date for the Stockholders' Meeting and 5:00 p.m., Chicago Time, on the day five (5) business days prior to the Mailing Date an election form in such form as Parent shall specify (date of the “Election Form”). (b) Each Election Form will permit the holder (or the beneficial owner through customary documentation Stockholders' Meeting and instructions) of Shares to specify (i) the number of Shares with respect to which such holder elects to receive the Wax Stock Consideration, (ii) make the number Election Form available to all persons who become holders of Shares with respect to which such holder elects to receive the Wax Cash Consideration or (iii) that such holder makes no election with respect shares of Company Common Stock subsequent to such holder’s Sharesday and no later than the close of business on the day prior to the Stockholders' Meeting. Any Shares with respect In order to which be effective, an Election Form must be received by the Exchange Agent does not receive a properly completed Election Form during the period (the “Election Period”) from the Mailing Date to as defined below), on or before 5:00 p.m., New York City timeChicago Time, on the business day that is three Trading Days prior to the Closing Date or such other date as Parent and the Company will, prior to the Closing, mutually agree Stockholders' Meeting (the “"Election Deadline”) will be deemed to be No Election Shares"). Parent and the Company will publicly announce the anticipated Election Deadline at least five business days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline An election shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Any election made pursuant to this Section 2.04 will have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during by the Election PeriodDeadline. Any An Election Form may shall be revoked deemed properly completed only if accompanied by one or changed more certificates theretofore representing Company Common Stock ("Certificate(s)") (or customary affidavits and, if required by Purchaser pursuant to Section 1.6(a), indemnification regarding the person submitting it, by written notice received by loss or destruction of such Certificates or the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the Shares represented guaranteed delivery of such Certificates) representing all shares of Company Common Stock covered by such Election Form will be deemed to be No Election SharesForm, except to the extent a subsequent election is properly made during together with duly executed transmittal materials included with the Election PeriodForm. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will shall have reasonable discretion to determine whether any election, revocation or change election has been properly or timely made and to disregard immaterial defects in the any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters will shall be binding and conclusive. None All elections will be revocable until the Election Deadline and thereafter shall be irrevocable. (iii) Each Election Form shall entitle the holder of Parentshares of Company Common Stock (or the beneficial owner through appropriate and customary documentation and instructions) to (i) elect to receive the Cash Consideration for all of such holder's shares (a "Cash Election"), Holdco(ii) elect to receive the Stock Consideration for all of such holder's shares (a "Stock Election"), (iii) elect to receive the Cash Consideration with respect to some of such holder's shares and the Stock Consideration with respect to such holder's remaining shares (a "Mixed Election"), or (iv) make no election or indicate that such holder has no preference as to the receipt of the Cash Consideration or the Stock Consideration (a "Non-Election"). Shares of Company or Common Stock as to which a valid Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as "Cash Election Shares." The aggregate number of shares of Company Common Stock as to which a valid Cash Election is made is referred to herein as the "Cash Election Number." Shares of Company Common Stock as to which a valid Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as "Stock Election Shares." The aggregate number of shares of Company Common Stock as to which a valid Stock Election is made is referred to herein as the "Stock Election Number." Shares of Company Common Stock as to which a Non-Election is deemed in effect are referred to as "Non-Election Shares." All shares of Company Common Stock of a holder whose properly completed Election Form is not received by the Exchange Agent will prior to the Election Deadline shall be under deemed to be Non-Election Shares. If the Exchange Agent shall have determined that any obligation purported election was not properly made, such purported election shall be deemed to notify any Person be of any defect in an no force and effect and the shares of Company Common Stock subject to such purported election shall for purposes hereof be deemed to be Non-Election FormShares.

Election Procedures. Each holder of record of Company Common Shares (other than Excluded Shares) issued and outstanding at the close of business on the record date for the Company Shareholders Meeting (the “Company Record Date”) and each holder of Company Compensatory Awards on the Company Record Date shall have the right, subject to the limitations set forth in this Section 2.6 and the other provisions of Article 2, to submit an Election prior to the Election Deadline in accordance with the following procedures: (a) Not less than 30 days prior to Concurrently with the anticipated Wax Effective Time mailing of the Joint Proxy Statement (the “Mailing Date”), the Company shall cause an election form that is reasonably acceptable to Parent will cause and the Exchange Agent (the “Election Form”) (and which shall comply with this Section 2.6) to be mailed to each record holder the holders of Company Common Shares (other than Excluded Shares) as of five business days prior to and Company Compensatory Awards on the Mailing Date an election form in such form as Company Record Date. Parent shall specify cause the Exchange Agent to make available one or more Election Forms as may reasonably be requested from time to time by any Person who is a record holder of Company Common Shares (other than Excluded Shares) on the “Company Record Date. Holders of record of Company Common Shares (other than Excluded Shares) or holders of Company Compensatory Awards on the Company Record Date who hold such Company Common Shares as nominees, trustees or in other representative capacities may submit a separate Election Form”)Form before the Election Deadline with respect to each beneficial owner for whom such nominee, trustee or representative holds such Company Common Shares. (b) Each Election Form will shall permit the holder (or the beneficial owner through customary documentation and instructions) of Company Common Shares (other than Excluded Shares) and the holder of Company Compensatory Awards to specify (i) the number of such holder’s Company Common Shares (including the Company Common Shares that become or are considered to be outstanding pursuant to Section 2.10) with respect to which such holder elects to receive (an “Election”): (i) the Wax Stock Consideration, Cash Consideration (a “Cash Election” and such Company Common Shares (including the Company Common Shares that become or are considered to be outstanding pursuant to Section 2.10) that are the subject of a Cash Election being referred to as “Cash Election Shares”); or (ii) the number of Common Share Consideration (a “Share Election” and such Company Common Shares (including the Company Common Shares that become or are considered to be outstanding pursuant to Section 2.10) subject to a Share Election being referred to as “Share Election Shares”); provided, however, that an Election Form with respect to which such holder elects any Company Common Shares that become or are considered to receive be outstanding immediately prior to the Wax Cash Consideration or (iii) that such holder makes no election with respect Company Merger Effective Time pursuant to Section 2.10 may specify the percentage instead of the number of such holder’s Company Common Shares that shall be Cash Election Shares and Share Election Shares. Each Election shall be subject to this Section 2.6 and Section 2.7. For the avoidance of doubt, the sum of the number of Cash Election Shares and the number of Share Election Shares must be equal to the number of Company Common Shares (including the Company Common Shares that become or are considered to be outstanding pursuant to Section 2.10) held by the holder completing such Election Form. (c) Any Shares with respect Election made pursuant to which this Section 2.6 will have been properly made only if the Exchange Agent does not receive a properly completed Election Form during the period (the “Election Period”) from the Mailing Date to will have actually received by 5:00 p.m., New York City time, on the business day that is three Trading Days Business Day immediately prior to the Closing Date or such other date as Parent and the Company will, prior to the Closing, mutually agree Shareholders Meeting (the “Election Deadline”), a properly completed Election Form, in the case of an Election in respect of any Company Common Shares evidenced by a certificate, together with the applicable certificate, and in the case of an Election in respect of any Company Common Shares that are in book-entry form, the holders shall have followed the instructions set forth in the Election Form. None of Parent, the Company or the Exchange Agent or any of their respective Affiliates will be under any obligation to notify any Person of any defect in an Election Form. (d) will Each Company Common Share (including the Company Common Shares that become or are considered to be outstanding pursuant to Section 2.10) eligible to receive the Merger Consideration pursuant to Section 2.5(a) for which an Election is not properly made by the Election Deadline shall be deemed to have made a Share Election and shall only be No entitled to receive the Common Share Consideration in accordance with Section 2.5(a). The Exchange Agent shall, in its sole discretion, resolve any ambiguities about or in connection with any Election Form in favor of deeming that only a Share Election has been made. Subject to the provisions of the Exchange Agent Agreement, the Exchange Agent also shall make all computations as to the allocation and proration contemplated by Section 2.7, and absent manifest error any such computation shall be conclusive and binding on the holders of Company Common Shares (including the Company Common Shares that become or are considered to be outstanding pursuant to Section 2.10). (e) Any Election Form may be revoked with respect to all or a portion of the Company Common Shares (including the Company Common Shares that become or are considered to be outstanding pursuant to Section 2.10) subject thereto by the holder who submitted the applicable Election Form by proper written notice received by the Exchange Agent prior to the Election Deadline. If an Election Form is revoked, the Company Common Shares (including the Company Common Shares that become or are considered to be outstanding pursuant to Section 2.10) to which such Election Form related shall be deemed to have made a Share Election unless a new Election Form is subsequently submitted by the holder prior to the Election Deadline. After an Election is validly made with respect to any Company Common Shares, any subsequent transfer of such Company Common Shares shall automatically revoke such Election. Notwithstanding anything to the contrary in this Agreement, all Elections shall be automatically deemed revoked upon receipt by the Exchange Agent of written notification from the Company or Parent that this Agreement has been terminated in accordance with Article 7. (f) Parent and the Company will shall publicly announce the anticipated Election Deadline at least five business days three (3) Business Days prior to the anticipated Closing DateElection Deadline. If the Closing Date Company Shareholders Meeting is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Any election made pursuant to this Section 2.04 will have been properly made only if the Exchange Agent will have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the person submitting it, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the Shares represented by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will 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 will be binding and conclusive. None of Parent, Holdco, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. (a) Not less than 30 days prior to the anticipated Wax First Effective Time (the “Mailing Date”), Parent will cause to be mailed to each record holder of Shares shares of Company Common Stock (other than Excluded Shares) ), including each holder of Company Restricted Stock, as of five business days Business Days prior to the Mailing Date (or another date selected by Parent which is reasonably acceptable to the Company) an election form in such a form as mutually satisfactory to Parent shall specify and the Company (the “Election Form”). (b) Each Election Form will permit the holder (or the beneficial owner through customary documentation and instructions) of Shares shares of Company Common Stock, including each holder of Company Restricted Stock, to specify (i) the number of Shares shares of Company Common Stock with respect to which such holder elects to receive the Wax Stock Election Consideration, (ii) the number of Shares shares with respect to which such holder elects to receive the Wax Cash Election Consideration or (iii) that such holder makes no election with respect to such holder’s Sharesshares of Company Common Stock. Any Shares shares of Company Common Stock with respect to which the Exchange Agent does not receive a properly completed Election Form during the period (the “Election Period”) from the Mailing Date to 5:00 p.m., New York City timeTime, on the business day Business Day that is three Trading Days prior to the Closing Date or such other date as Parent and the Company will, prior to the Closing, mutually agree (the “Election Deadline”) will be deemed to be No Election Shares. Parent and the Company will publicly announce the anticipated Election Deadline at least five business days Business Days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. Notwithstanding anything to the contrary herein or therein, each holder of shares of Company Restricted Stock shall be deemed to have elected to receive Cash Election Consideration with respect to a number of such shares sufficient to satisfy withholding obligations with respect thereto, and Parent shall deposit, or cause to be deposited, funds sufficient to pay applicable withholding with respect to such shares of Company Restricted Stock from such Cash Election Consideration. (c) Any election made pursuant to this Section 2.04 1.15 will have been properly made only if the Exchange Agent will have has actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the person Person submitting it, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the Shares shares represented by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will 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 will be binding and conclusive. None of Parent, Holdco, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. (a) Not less than 30 days prior to the anticipated Wax Effective Time (the “Mailing Date”), Parent will cause to The Election Form shall be mailed distributed to each record holder of Shares (other than Excluded Shares) Sun Shareholder at such time as of five business days prior to the Mailing Date an election form in such form as Parent Sun and Omega shall determine and shall specify (the “Election Form”)Deadline. (b) Each Elections shall be made by Sun Shareholders by mailing to the Exchange Agent a completed Election Form. To be effective, an Election Form will permit must be properly completed, signed and submitted to the holder (or Exchange Agent accompanied by certificates representing the beneficial owner through customary documentation and instructions) shares of Shares to specify (i) the number of Shares with respect to which such holder elects to receive the Wax Sun Common Stock Consideration, (ii) the number of Shares with respect to which such holder elects to receive the Wax Cash Consideration or (iii) that such holder makes no election with respect to such holder’s Shares. Any Shares with respect as to which the Exchange Agent does not receive election is being made (or by an appropriate guaranty of delivery by a properly completed commercial bank or trust company in the United States or a member of a registered national security exchange or the National Association of Securities Dealers, Inc.), or by evidence that such certificates have been lost, stolen or destroyed accompanied by such security or indemnity as shall reasonably be requested by Omega. An Election Form during the period (the “Election Period”) from the Mailing Date to 5:00 p.m., New York City time, on the business day that is three Trading Days prior to the Closing Date or such other date as Parent and the Company will, prior to the Closing, mutually agree (the “Election Deadline”) will accompanying share certificates must be deemed to be No Election Shares. Parent and the Company will publicly announce the anticipated Election Deadline at least five business days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Any election made pursuant to this Section 2.04 will have been properly made only if received by the Exchange Agent will have actually received a properly completed Election Form during by the close of business on the Election PeriodDeadline. Any Election Form An election may be changed or revoked or changed by the person submitting it, but only by written notice received by the Exchange Agent during prior to the Election Period. In Deadline including, in the event an Election Form is revoked during the Election Periodcase of a change, the Shares represented by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Subject to the terms of this Agreement and of the completed revised Election Form. (c) Omega, or the Exchange Agent will if so designated by Omega, shall determine in the reasonable exercise of discretion, whether the Election Forms have reasonable discretion to determine whether any election, revocation or change has been properly completed, signed and submitted or timely made changed or revoked and to may disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters will be binding and conclusive. None of Parent, Holdco, the Company Omega or the Exchange Agent Agent, as applicable, will be under any obligation to notify any Person the applicable Sun Shareholders of any defect in an Election FormForm by regular United States mail or such other method of notice which can reasonably be expected to be at least as prompt as notice by regular United States mail. (d) For the purposes hereof, a Sun Shareholder who does not submit an effective Election Form to the Exchange Agent prior to the Election Deadline shall be deemed to have made a Non-Election. (e) In the event that this Agreement is terminated pursuant to the provisions hereof and any certificates for shares have been transmitted to the Exchange Agent pursuant to the provisions hereof, Omega and Sun shall cause the Exchange Agent to return such certificates to the Person submitting the same promptly after such termination.

Election Procedures. (a) Not less than 30 An election form and other appropriate and customary transmittal materials in such form as Parent and Company shall mutually agree (the “Election Form”) shall be mailed thirty-five (35) days prior to the anticipated Wax Effective Time Closing Date or on such other date as Parent and Company shall mutually agree (the “Mailing Date”), Parent will cause to be mailed ) to each record holder of Shares (other than Excluded Shares) record of Company Common Stock as of five the close of business days on the fifth business day prior to the Mailing Date an election form in such form as Parent shall specify (the “Election FormForm Record Date”). (b) Each Election Form will shall permit the each holder of Company Common Stock (or the beneficial owner through appropriate and customary documentation and instructions) other than holders of Dissenting Shares to specify (i) the number of Shares shares of such holder’s Company Common Stock with respect to which such holder elects desires to receive the Wax make a Stock ConsiderationElection (“Stock Election Shares”), (ii) the number of Shares shares of such holder’s Company Common Stock with respect to which such holder elects desires to receive the Wax make a Cash Consideration Election (“Cash Election Shares”) or (iii) that the number of shares of such holder’s Company Common Stock with respect to which such holder makes no election with respect to such holder’s (“No Election Shares”). Any Shares Company Common Stock with respect to which the Exchange Agent does has not receive a received an effective, properly completed Election Form during the period (the “Election Period”) from the Mailing Date to on or before 5:00 p.m., New York City time, on the business 30th day that is three Trading Days prior to following the Closing Mailing Date (or such other time and date as Parent and the Company will, prior to the Closing, may mutually agree agree) (the “Election Deadline”) will shall also be deemed to be No Election Shares. Parent and the Company will publicly announce the anticipated Election Deadline at least five business days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by any person who becomes a holder (or beneficial owner) of Company Common Stock between the Election Form Record Date and the close of business on the business day prior to the Election Deadline, and Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any such election made pursuant to this Section 2.04 will shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during by the Election PeriodDeadline. An Election Form shall be deemed properly completed only if accompanied by one or more Old Certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all certificated shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the person submitting it, such Election Form only by written notice received by the Exchange Agent during prior to the Election PeriodDeadline. In the event an Election Form is revoked during prior to the Election PeriodDeadline, unless a subsequent properly completed Election Form is submitted and actually received by the Exchange Agent by the Election Deadline, the Shares shares of Company Common Stock represented by such Election Form will be deemed shall become No Election Shares and Parent shall cause the Old Certificates to be No Election Shares, except promptly returned without charge to the extent a subsequent election is properly made during person submitting the Election Period. Subject Form upon written request to that effect from the terms of this Agreement and of holder who submitted the Election Form, the Exchange Agent will 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 will be binding and conclusive. None of Parent, Holdco, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election Form.Election

Election Procedures. (a) Not less than 30 days Each person who, on or prior to the anticipated Wax Effective Time (the “Mailing Date”)Election Deadline, Parent will cause to be mailed to each is a record holder of Shares (shares of Company Common Stock other than Excluded Shares) as of five business days prior to the Mailing Date an election form in such form as Parent Shares shall specify (the “Election Form”). (b) Each Election Form will permit the holder (or the beneficial owner through customary documentation and instructions) of Shares be entitled to specify (i) the number of Shares such holder's shares of Company Common Stock with respect to which such holder elects to receive the Wax Stock Considerationmakes a Cash Election, a Share Election or a Mixed Election. (iib) the number Acquiror shall prepare a form of Shares with respect to which such holder elects to receive the Wax Cash Consideration or (iii) that such holder makes no election with respect to such holder’s Shares. Any Shares with respect to which the Exchange Agent does not receive a properly completed Election Form during the period (the “"Form of Election") in form and substance reasonably acceptable to the Company. The Form of Election Period”) from shall specify that delivery shall be effected, and risk of loss and title to any Company Stock Certificates shall pass, only upon proper delivery of the Mailing Date Form of Election and any Company Stock Certificates in accordance with Section 2.3. The Company shall mail the Form of Election on a date to 5:00 p.m., New York City time, on be mutually agreed by Acquiror and the business day Company that is three Trading Days not more than forty-five (45), nor less than thirty (30) days, prior to the anticipated Closing Date or such other date as Parent Acquiror and the Company will, prior to the Closing, shall mutually agree (the “"Mailing Date") to all persons who are record holders of shares of Company Common Stock as of the close of business on the fifth (5th) Business Day prior to the Mailing Date (the "Election Form Record Date"). The Form of Election shall be used by each record holder of shares of Company Common Stock (or, in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to make a Cash Election, a Share Election or a Mixed Election. The Company shall use its reasonable best efforts to make the Form of Election available as may be reasonably requested from time to time by all persons who become record holders of shares of Company Common Stock during the period between the Election Form Record Date and the Election Deadline”) will be deemed to be No Election Shares. Parent , and the Company will 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 shall have been properly made only if the Exchange Agent shall have received at its designated office by 5:00 p.m., local time, on the twenty-fifth (25th) day following the Mailing Date (or such other time and date as Acquiror and the Company may agree) (the "Election Deadline"), a Form of Election properly completed and signed and accompanied by: (i) Company Stock Certificates representing the shares of Company Common Stock to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Company Certificates as set forth in such Form of Election from a firm that is an "eligible guarantor institution" (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Company Stock Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery);or (ii) in the case of book-entry shares, any additional documents required by the procedures set forth in the Form of Election. 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 Deadline at least five business days three (3) Business Days prior to the anticipated Closing DateElection Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall 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 Deadline. (ce) Any election made pursuant to this Section 2.04 will have been properly made only if the Exchange Agent will have actually received a properly completed Cash Election, Share Election Form during the or Mixed Election Period. Any Election Form may be revoked with respect to all or changed a portion of the shares of Company Common Stock subject thereto by the person submitting it, holder who submitted the applicable Form of Election by written notice received by the Exchange Agent during prior to the Election PeriodDeadline. In the event an addition, all Cash Elections, Share Elections and Mixed Elections shall automatically be revoked if this Agreement is terminated in accordance with its terms. If a Cash Election, Share Election Form or Mixed Election is revoked during the Election Periodrevoked, the shares as to which such election previously applied shall be treated as Non-Electing Company Shares represented by such Election Form will be deemed to be No Election Shares, except to the extent unless a subsequent contrary election is properly made by the holder within the period during which elections are permitted to be made pursuant to Section 2.4(c). Company Stock Certificates will not be returned to holders in the Election Period. event an election is revoked unless the holder so requests. (f) Subject to the terms of this Agreement and the Form of Election, the Election Formreasonable, good-faith determination of the Exchange Agent will (or the joint determination of 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 Cash Elections, Mixed Elections and Share Elections shall have reasonable discretion to determine whether any election, revocation or change has been properly made or timely made revoked pursuant to this Section 2.4 (and to disregard any immaterial defects in the Election FormsForms of Election) and as to when Cash Elections, Mixed Elections, Share Elections and any good faith decisions of revocations were received by the Exchange Agent. The Exchange Agent (or Acquiror and the Company jointly, in the event that the Exchange Agent regarding such matters will declines to make the following computation) shall also make all computations contemplated by Section 2.1(a), and absent manifest error this computation shall be binding conclusive and conclusivebinding. The Exchange Agent may, with the written agreement of Acquiror (subject to the consent of the Company, not to be unreasonably withheld), make any rules as are consistent with this Section 2.4 for the implementation of the Cash Elections, Mixed Elections and Share Elections provided for in this Agreement as shall be necessary or desirable to effect these Cash Elections, Mixed Elections and Share Elections. None of Parent, HoldcoAcquiror, the Company or the Exchange Agent will shall be under any obligation to notify any Person person of any defect in an Election Forma Form of Election.

Election Procedures. (a) Not less than 30 days prior An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the anticipated Wax Effective Time (the “Mailing Date”)Certificates theretofore representing shares of Company Common Stock shall pass, Parent will cause to be mailed to each record holder only upon proper delivery of Shares (other than Excluded Shares) as of five business days prior such Certificates to the Mailing Date an election form Exchange Agent) in such form as Parent shall specify and as shall be reasonably acceptable to the Company (the “Election Form”) shall be mailed together with the Proxy Statement or at such other time as the Company and Parent may agree (the “Mailing Date”) to each holder of record of Company Common Stock as of the close of business on the record date for notice of the Company Special Meeting (the “Election Form Record Date”). (b) Each Election Form will shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) ), other than any holder of Shares Dissenting Shares, to specify (i) the number of Shares shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Wax Per Share Stock ConsiderationConsideration (“Stock Election Shares”), (ii) the number of Shares shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Wax Per Share Cash Consideration (“Cash Election Shares”), or (iii) that such holder makes no election with respect to such holder’s Company Common Stock (“No Election Shares”). Any Shares Company Common Stock with respect to which the Exchange Agent does has not receive a received an effective, properly completed Election Form during the period (the “Election Period”) from the Mailing Date to on or before 5:00 p.m., New York City Houston time, on the business 33rd day that is three Trading Days prior to following the Closing Mailing Date (or such other time and date as Parent and the Company will, prior to the Closing, mutually agree and Parent shall agree) (the “Election Deadline”) will (other than any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall also be deemed to be “No Election Shares. .” (c) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Company Common Stock between the Election Form Record Date and the Company will publicly announce close of business on the anticipated Election Deadline at least five business days Business Day prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent dateElection Deadline, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, provide to the rescheduled Election DeadlineExchange Agent all information reasonably necessary for it to perform as specified herein. (cd) Any such election made pursuant to this Section 2.04 will shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during by the Election PeriodDeadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the person Person submitting it, by written notice received by the Exchange Agent during such Election Form prior to the Election PeriodDeadline. In the event an Election Form is revoked during prior to the Election PeriodDeadline, the Shares shares of Company Common Stock represented by such Election Form will be deemed shall become No Election Shares and Parent shall cause the Certificates representing Company Common Stock to be No promptly returned without charge to the Person submitting the Election SharesForm upon written request to that effect from the holder who submitted the Election Form, except to the extent (if any) a subsequent election is properly made during with respect to any or all of the Election Periodapplicable shares of Company Common Stock. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will 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 will shall be binding and conclusive. None of Parent, Holdco, the Company Purchaser or the Exchange Agent will shall be under any obligation to notify any Person of any defect in an Election Form. (e) Within ten Business Days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon after the Effective Time as practicable (and in no event more than ten Business Days after the Effective Time), Parent shall cause the Exchange Agent to effect the allocation among the holders of Company Common Stock of rights to receive Parent Common Stock or cash in the Merger in accordance with the Election Forms as follows: (i) Cash Election Shares More Than Total Cash Amount. If the aggregate cash amount that would be paid upon the conversion of the Cash Election Shares in the Merger is greater than the Total Cash Amount, then: (1) all Stock Election Shares and No Election Shares shall be converted into the right to receive the Per Share Stock Consideration, (2) the Exchange Agent shall then select from among the Cash Election Shares, by a pro rata selection process, a sufficient number of shares (“Stock Designated Shares”) such that the aggregate cash amount that will be paid in the Merger equals as closely as practicable the Total Cash Amount, and all Stock Designated Shares shall be converted into the right to receive the Per Share Stock Consideration, and (3) the Cash Election Shares that are not Stock Designated Shares will be converted into the right to receive the Per Share Cash Consideration. (ii) Cash Election Shares Less Than Total Cash Amount. If the aggregate cash amount that would be paid upon conversion of the Cash Election Shares in the Merger is less than the Total Cash Amount, then: (1) all Cash Election Shares shall be converted into the right to receive the Per Share Cash Consideration, (2) the Exchange Agent shall then select first from among the No Election Shares and then (if necessary) from among the Stock Election Shares, by a pro rata selection process, a sufficient number of shares (“Cash Designated Shares”) such that the aggregate cash amount that will be paid in the Merger equals as closely as practicable the Total Cash Amount, and all Cash Designated Shares shall be converted into the right to receive the Per Share Cash Consideration, and (3) the Stock Election Shares and the No Election shares that are not Cash Designated Shares shall be converted into the right to receive the Per Share Stock Consideration. (iii) Cash Election Shares Equal to Total Cash Amount. If the aggregate cash amount that would be paid upon conversion of the Cash Election Shares in the Merger is equal to the Total Cash Amount, then subparagraphs (i) and (ii) above shall not apply and all Cash Election Shares shall be converted into the right to receive the Per Share Cash Consideration and all Stock Election Shares and No Election Shares shall be converted into the right to receive the Per Share Stock Consideration. Notwithstanding anything in this Agreement to the contrary, for purposes of determining the allocations set forth in this Section 1.7(e), Parent shall have the right, but not the obligation, to require that any shares of Company Common Stock that constitute Dissenting Shares as of the Election Deadline be treated as Cash Election Shares, although no such shares shall be subject to any of the pro rata selection processes contemplated by this Section 1.7(e). (f) The pro rata selection process to be used by the Exchange Agent shall consist of such equitable pro ration processes as shall be mutually determined by Parent and the Company.

Election Procedures. (a) Not less than 30 days prior An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the anticipated Wax Effective Time Certificates shall pass, only upon proper delivery of such Certificates to a bank or trust company designated by Buyer and reasonably satisfactory to Company (the “Mailing DateExchange Agent”), Parent will cause to be mailed to each record holder of Shares (other than Excluded Shares) as of five business days prior to the Mailing Date an election form in such form as Parent Company and Buyer shall specify mutually agree (the “Election Form”). , shall be mailed no more than forty (b40) and no less than twenty (20) Business Days prior to the anticipated Election Deadline (the “Mailing Date”) to each holder of record of Company Common Stock. Each Election Form will shall permit the holder of record of Company Common Stock (or in the case of nominee record holders, the beneficial owner through customary documentation proper instructions and instructionsdocumentation) of Shares to specify (i) the number of Shares with respect to which such holder elects elect to receive the Wax Stock ConsiderationCash Consideration for all or a portion of such holder’s shares (a “Cash Election”), (ii) the number of Shares with respect to which such holder elects elect to receive the Wax Cash Stock Consideration for all or a portion of such holder’s shares (a “Stock Election”), or (iii) that such holder makes make no election with respect to the receipt of the Cash Consideration or the Stock Consideration (a “Non-Election”); provided that, subject to Section 2.04(d), seventy percent (70%) of the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, excluding any treasury stock and shares described in Section 2.01(b)(ii) (the “Stock Conversion Number”), shall be converted into the Stock Consideration and thirty percent (30%) of such holder’s shares of Company Common Stock shall be converted into the Cash Consideration in accordance with the allocation procedures set forth in Section 2.04(c). A record holder acting in different capacities or acting on behalf of other Persons in any way will be entitled to submit an Election Form for each capacity in which such record holder so acts with respect to each Person for which it so acts. Shares of Company Common Stock as to which a Cash Election has been made are referred to herein as “Cash Election Shares. Any .” Shares of Company Common Stock as to which a Stock Election has been made are referred to herein as “Stock Election Shares.” Shares of Company Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Company Common Stock with respect to which a Stock Election has been made is referred to herein as the Exchange Agent does not receive “Stock Election Number.” (b) To be effective, a properly completed Election Form during shall be submitted to the period (the “Election Period”) from the Mailing Date to Exchange Agent on or before 5:00 p.m., New York City time, on a date no later than the business day that is three Trading Days 5th Business Day prior to the Closing Date or such other to be mutually agreed upon by the parties (which date shall be publicly announced by Buyer as Parent and the Company will, soon as practicable prior to the Closing, mutually agree such date) (the “Election Deadline”) will ), accompanied by the Certificates as to which such Election Form is being made or by an appropriate guarantee of delivery of such Certificates, as set forth in the Election Form, from a member of any registered national securities exchange or a commercial bank or trust company in the United States (provided that such Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery; failure to deliver shares of Company Common Stock covered by such guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made election, unless otherwise determined by Buyer, in its sole discretion). For shares of Company Common Stock held in book entry form, Buyer shall establish procedures for delivery of such shares, which procedures shall be No Election Shares. Parent and the Company will publicly announce the anticipated Election Deadline at least five business days prior reasonably acceptable to the anticipated Closing DateCompany. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the holder of Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. Common Stock either (ci) Any election made pursuant to this Section 2.04 will have been properly made only if the Exchange Agent will have actually received does not submit a properly completed Election Form during in a timely fashion or (ii) revokes the holder’s Election Form prior to the Election Period. Any Deadline (without later submitting a properly completed Election Form may prior to the Election Deadline), the shares of Company Common Stock held by such holder shall be revoked or changed by the person submitting itdesignated Non-Election Shares. In addition, by written notice received by all Election Forms shall automatically be revoked, and all Certificates returned, if the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the Shares represented notified in writing by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election PeriodBuyer and Company that this Agreement has been terminated. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters will shall be binding and conclusive. None of Parent, Holdco, the Company or Neither Buyer nor the Exchange Agent will shall be under any obligation to notify any Person of any defect in an Election Form. (c) The allocation among the holders of shares of Company Common Stock of rights to receive the Cash Consideration and the Stock Consideration will be made as follows: (i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and, subject to Section 2.03 hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; (ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.03 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 2.03 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration. (d) It is intended that each of the Merger and the Bank Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” as that term is used in Sections 354 and 361 of the Code. From and after the date of this Agreement and until the Closing, each party hereto shall use its reasonable best efforts to cause the Merger to qualify as a reorganization under Section 368(a) of the Code. If the tax opinions referred to in Section 6.01(e) cannot be rendered (as reasonably determined by Xxxxxx, Hall & Xxxxxxx and Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP, respectively) as a result of the Merger potentially failing to qualify as a reorganization under Section 368(a) of the Code, then Buyer may, in its sole discretion, increase the number of shares of Company Common Stock entitled to receive the Stock Consideration by the minimum amount necessary to enable such tax opinions to be rendered.

Election Procedures. (a) Not less An election form (“Election Form”) together with the Letter of Transmittal and any other transmittal materials described in Section 1.5 shall be mailed no later than 30 five (5) business days prior after the Closing Date (the mailing date of such form of election being referred to the anticipated Wax Effective Time (herein as the “Mailing Date”), Parent will cause to be mailed ) to each record holder of Shares (other than Excluded Shares) as HPBC Stock of five business days prior to record at the Mailing Date an election form in such form as Parent shall specify (the “Election Form”). (b) Effective Time. Each Election Form will shall permit the a holder (or the beneficial owner through appropriate and customary documentation and instructionsinstruction) of Shares HPBC Stock to specify (i) elect to receive the number of Shares Per Share Stock Consideration or the Per Share Cash Consideration with respect to which such holder elects to receive the Wax Stock Consideration, (ii) the number each share of Shares with respect to which such holder elects to receive the Wax Cash Consideration or (iii) that such holder makes no election with respect to such holder’s Shares. Any Shares with respect to which the Exchange Agent does not receive a properly completed Election Form during the period (the “Election Period”or beneficial owner’s) from the Mailing Date to 5:00 p.m., New York City time, on the business day that is three Trading Days prior to the Closing Date or such other date as Parent and the Company will, prior to the Closing, mutually agree (the “Election Deadline”) will be deemed to be No Election Shares. Parent and the Company will publicly announce the anticipated Election Deadline at least five business days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election DeadlineHPBC Stock. (cb) Any An election made pursuant to this Section 2.04 will 1.3 shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during by 5:00 p.m., Charlotte, North Carolina time on or before the thirtieth (30th) day following the Mailing Date, or such other time and date as BNC and HPBC may mutually agree (the “Election PeriodDeadline”). An Election Form shall be deemed properly completed only if accompanied by one or more Certificates covered by such Election Form (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates), together with a duly executed Letter of Transmittal. Any Election Form may be revoked or changed by the person Person submitting it, such Election Form (or the beneficial owner of the shares covered by written notice received by the Exchange Agent during such Election Form through appropriate and customary documentation and instruction) at or prior to the Election PeriodDeadline. In the event If an Election Form is revoked during prior to the Election PeriodDeadline and no other valid election is made, the Shares represented by shares of HPBC Stock subject to such Election Form will shall be deemed to be No Stock Election Shares, except to the extent a subsequent election is properly made during the Election Period. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will 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 will shall be binding and conclusive. None of Parent, Holdco, Neither the Company or BNC nor the Exchange Agent will shall be under any obligation to notify any Person of any defect in an Election Form. (c) Shares of HPBC Stock as to which a proper election is made for the Per Share Stock Consideration, and shares of HPBC Stock (other than Dissenting Shares) with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent an effective, properly completed Election Form, are referred to herein as “Stock Election Shares.” Shares of HPBC Stock as to which a proper election is made for the Per Share Cash Consideration are referred to herein as “Cash Election Shares.”

Election Procedures. (a) Not less than 30 thirty (30) days prior to the anticipated Wax Effective Time (the “Mailing Date”), Parent will cause to be mailed to each record holder of Shares (other than Excluded Shares) as of five business days prior to the Mailing Date an election form in such form as Parent shall specify (the “Election Form”) shall be mailed to each holder of record of shares of Company Common Stock as of five (5) Business Days prior to the Mailing Date (the “Election Form Record Date”). (b) Each Election Form will shall permit the holder (or the beneficial owner Beneficial Owner through appropriate and customary documentation and instructions) of Shares ), to specify (i) the number of Shares shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Wax Per Share Stock ConsiderationConsideration (the “Stock Election Shares”), (ii) the number of Shares shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Wax Per Share Cash Consideration (the “Cash Election Shares”) or (iii) that such holder makes no election with respect to such holder’s Company Common Stock (the “No Election Shares”). Any Shares Company Common Stock with respect to which the Exchange Agent does not receive a an effective, properly completed Election Form during the period from the Mailing Date to the Election Deadline (the “Election Period”) from the Mailing Date to 5:00 p.m., New York City time, on the business day that is three Trading Days prior to the Closing Date or such other date as Parent and the Company will, prior to the Closing, mutually agree (the “Election Deadline”) will shall be deemed to be No Election Shares. Parent and the Company will shall publicly announce the anticipated Election Deadline at least five business days (5) Business Days prior to the anticipated Closing DateEffective Time. If the Closing Date Effective Time is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or Beneficial Owners) of Company Common Stock during the Election Period, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any election made pursuant to this Section 2.04 will 2.2 shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the person Person submitting itsuch Election Form, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the Shares shares of Company Common Stock represented by such Election Form will be deemed to be shall become No Election Shares, except to the extent (if any) a subsequent election is properly made during the Election PeriodPeriod with respect to any or all of such shares of Company Common Stock. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will 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 will shall be binding and conclusive. None of Parent, Holdco, Parent or the Company or the Exchange Agent will shall be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. 3.2.1. Holders of GLB Common Stock may elect to receive shares of FNFG Common Stock or cash (ain either case without interest) Not in exchange for their shares of GLB Common Stock in accordance with the procedures set forth herein; provided that, in the aggregate, and subject to the provisions of 3.2, 50% of the total number of shares of GLB Common Stock issued and outstanding at the Effective Time, including any Dissenting Shares but excluding any Treasury Shares (the “Stock Conversion Number”), shall be converted into the Stock Consideration and the remaining outstanding shares of GLB Common Stock shall be converted into the Cash Consideration. Shares of GLB Common Stock as to which a Cash Election (including, pursuant to a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of GLB Common Stock as to which a Stock Election has been made (including, pursuant to a Mixed Election) are referred to as “Stock Election Shares.” Shares of GLB Common Stock as to which no election has been made (or as to which an Election Form is not returned properly completed) are referred to herein as “Non-Election Shares.” The aggregate number of shares of GLB Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.” Any Dissenting Shares shall be deemed to be Cash Election Shares, and the holders thereof shall in no event receive consideration comprised of FNFG Common Stock with respect to such shares; provided; however, that for purposes of making the proration calculations provided for in this Section 3.2, only Dissenting Shares as existing at the Effective Time shall be deemed Cash Election Shares. 3.2.2. An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent), in such form as GLB and FNFG shall mutually agree (“Election Form”), shall be mailed no more than 40 business days and no less than 30 20 business days prior to the anticipated Wax Effective Time or on such earlier date as FNFG and GLB shall mutually agree (the “Mailing Date”), Parent will cause to be mailed ) to each record holder of Shares (other than Excluded Shares) record of GLB Common Stock as of five business days prior to the Mailing Date an election form in such form as Parent shall specify (the “Election FormForm Record Date”). (b) . Each Election Form will shall permit such holder, subject to the holder (or the beneficial owner through customary documentation allocation and instructions) of Shares to specify election procedures set forth in this Section 3.2, (i) the number of Shares with respect to which such holder elects elect to receive the Wax Cash Consideration for all of the shares of GLB Common Stock Considerationheld by such holder, in accordance with Section 3.1.3, (ii) the number of Shares with respect to which such holder elects elect to receive the Wax Cash Stock Consideration or for all of such shares, in accordance with Section 3.1.3, (iii) that such holder makes no election with respect elect to receive the Stock Consideration for a part of such holder’s SharesGLB Common Stock and the Cash consideration for the remaining part of such holder’s GLB Common Stock, or (iv) to indicate that such record holder has no preference as to the receipt of cash or FNFG Common Stock for such shares. A holder of record of shares of GLB Common Stock who holds such shares as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of GLB Common Stock held by such Representative for a particular beneficial owner. Any Shares shares of GLB Common Stock with respect to which the holder thereof shall not, as of the Election Deadline, have made an election by submission to the Exchange Agent does not receive of an effective, properly completed Election Form shall be deemed Non-Election Shares. 3.2.3. To be effective, a properly completed Election Form during shall be submitted to the period (the “Election Period”) from the Mailing Date to Exchange Agent on or before 5:00 p.m., New York City time, on the business 20th day that is three Trading Days prior to following the Closing Mailing Date (or such other time and date as Parent FNFG and the Company will, prior to the Closing, GLB may mutually agree agree) (the “Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Closing Date. GLB shall use its reasonable best efforts to make available up to two separate Election Forms, or such additional Election Forms as FNFG may permit, to all persons who become holders (or beneficial owners) will be deemed to be No of GLB Common Stock between the Election Shares. Parent Form Record Date and the Company will publicly announce close of business on the anticipated Election Deadline at least five business days day prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Any . GLB shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An election made pursuant to this Section 2.04 will shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during by the Election PeriodDeadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of GLB Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If an GLB shareholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline (without later submitting a properly completed Election Form prior to the Election Deadline), the shares of GLB Common Stock held by such shareholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the person submitting it, such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent during at or prior to the Election PeriodDeadline. In FNFG shall cause the event an Certificate or Certificates relating to any revoked Election Form is revoked during to be promptly returned without charge to the person submitting the Election Period, the Shares represented by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election PeriodExchange Agent. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will shall have reasonable discretion to determine whether when any election, modification or revocation is received and whether any such election, modification or change revocation has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of made. All elections shall be revoked automatically if the Exchange Agent regarding such matters is notified in writing by FNFG or GLB, upon exercise by FNFG or GLB of its respective or their mutual rights to terminate this Agreement to the extent provided under Article XI, that this Agreement has been terminated in accordance with Article XI. 3.2.4. If the aggregate number of shares of GLB Common Stock with respect to which Stock Elections shall have been made (the “Stock Election Number”) exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares of each holder thereof shall be converted into the right to receive the Cash Consideration, and Stock Election Shares of each holder thereof will be binding and conclusive. None converted into the right to receive the Stock Consideration in respect of Parent, Holdcothat number of Stock Election Shares equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the Company numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration. 3.2.5. If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) If the Shortfall Number is less than or equal to the Exchange Agent will number of Non-Election Shares, then all Cash Election Shares shall be under any obligation converted into the right to notify any Person receive the Cash Consideration and the Non-Election Shares of any defect each holder thereof shall convert into the right to receive the Stock Consideration in an respect of that number of Non-Election FormShares equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and Cash Election Shares of each holder thereof shall convert into the right to receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.

Election Procedures. (a) Not less than 30 An election form and other appropriate and customary transmittal materials in such form as M&T and Xxxxxx shall mutually agree (the “Election Form”) shall be mailed 35 days prior to the anticipated Wax Effective Time Closing Date or on such other date as M&T and Xxxxxx shall mutually agree (the “Mailing Date”), Parent will cause to be mailed ) to each record holder of Shares (other than Excluded Shares) record of Xxxxxx Common Stock as of five the close of business days on the fifth Business Day prior to the Mailing Date an election form in such form as Parent shall specify (the “Election FormForm Record Date”). (b) Each Election Form will shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of Shares to specify (iA) the number of Shares shares of such holder’s Xxxxxx Common Stock with respect to which such holder elects to receive the Wax Per Share Stock ConsiderationConsideration (“Stock Election Shares”), (iiB) the number of Shares shares of such holder’s Xxxxxx Common Stock with respect to which such holder elects to receive the Wax Per Share Cash Consideration (“Cash Election Shares”) or (iiiC) that such holder makes no election with respect to such holder’s Xxxxxx Common Stock (“No Election Shares”). Any Shares Hudson Common Stock with respect to which the Exchange Agent does has not receive a received an effective, properly completed Election Form during the period (the “Election Period”) from the Mailing Date to on or before 5:00 p.m., New York City time, on the business 30th day that is three Trading Days prior to following the Closing Mailing Date (or such other time and date as Parent M&T and the Company will, prior to the Closing, Xxxxxx may mutually agree agree) (the “Election Deadline”) will shall also be deemed to be No Election Shares. Parent and the Company will publicly announce the anticipated Election Deadline at least five business days prior Notwithstanding anything contained herein to the anticipated Closing Date. If contrary, any election that may be made with respect to any share to be cancelled pursuant to Section 2.1(a) with respect of the Closing Date is delayed to a subsequent date, the Election Deadline ESOP indebtedness 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 Deadlinedisregarded for purposes of Section 2.3(f). (c) M&T shall make available one or more Election Forms as may reasonably be requested from time to time by any person who becomes a holder (or beneficial owner) of Xxxxxx Common Stock between the Election Form Record Date and the close of business on the Business Day prior to the Election Deadline, and Xxxxxx shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any such election made pursuant to this Section 2.04 will shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during by the Election PeriodDeadline. An Election Form shall be deemed properly completed only if accompanied by one or more Old Certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of Xxxxxx Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the person submitting it, such Election Form only by written notice received by the Exchange Agent during prior to the Election PeriodDeadline. In the event an Election Form is revoked during prior to the Election PeriodDeadline, unless a subsequent properly completed Election Form is submitted and actually received by the Exchange Agent by the Election Deadline, the Shares shares of Xxxxxx Common Stock represented by such Election Form will be deemed shall become No Election Shares and M&T shall cause the Old Certificates to be No Election Shares, except promptly returned without charge to the extent a subsequent election is properly made during person submitting the Election PeriodForm upon written request to that effect from the holder who submitted the Election Form. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will 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 M&T regarding such matters will shall be binding and conclusive. None of Parent, Holdco, the Company or Neither M&T nor the Exchange Agent will shall be under any obligation to notify any Person person of any defect in an Election Form. (e) Notwithstanding any other provision contained in this Agreement, the total number of shares of Xxxxxx Common Stock that will be converted into the right to receive the Per Share Cash Consideration pursuant to Section 2.1 (which, for this purpose, shall be deemed to include the Dissenting Shares) shall equal the sum of (i) 204,338,066 shares of Xxxxxx Common Stock and (ii) the product of (A) 40% and (B) the number of shares of Xxxxxx Common Stock that are issued, from and after the date hereof and prior to the Effective Time, pursuant to the exercise of Xxxxxx Stock Options and Xxxxxx Other Stock Awards outstanding as of the date hereof (such number of shares of Xxxxxx Common Stock, the “Target Cash Conversion Amount”). (f) Within 10 Business Days after the Effective Time, M&T shall cause the Exchange Agent to effect the allocation among the holders of Xxxxxx Common Stock of rights to receive M&T Common Stock or cash in the Merger in accordance with the Election Forms as follows:

Election Procedures. Each holder of record of shares of Company Common Stock (including each share of Company Restricted Stock, each share of Company Common Stock under the Company 401(k) Plan and each share of Company Common Stock issued upon exercise of Company Options) issued and outstanding immediately prior to the Effective Time (a “Holder ”), shall have the right, subject to the limitations set forth in this Article III, to submit an election on or prior to the Election Deadline in accordance with the following procedures: (a) Not less than 30 days prior to Each Holder may specify in a written request made in accordance with the anticipated Wax Effective Time provisions of this Section 3.3 (the “Mailing Date”), Parent will cause to be mailed to each record holder of Shares (other than Excluded Shares) as of five business days prior to the Mailing Date herein called an election form in such form as Parent shall specify (the “Election Form”). (b) Each Election Form will permit the holder (or the beneficial owner through customary documentation and instructions) of Shares to specify (i) the number of Shares shares of Company Common Stock owned by such Holder with respect to which such holder elects Holder desires to receive the Wax make a Stock Consideration, Election and (ii) the number of Shares shares of Company Common Stock owned by such Holder with respect to which such holder elects Holder desires to make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to the Company (the “Form of Election ”), which shall be mailed or caused to be mailed by the Company to the Holders so as to permit them to exercise their right to make an Election prior to the Election Deadline in accordance with this Section 3.3. (c) At the time of mailing the Proxy Statement/Prospectus, the Company shall mail or cause to be mailed the Form of Election to holders of Company Common Stock entitled to vote at the Stockholder Meeting and shall thereafter use its reasonable best efforts to make available as promptly as possible a Form of Election to all Persons who become holders of shares of Company Common Stock during the period following the record date for the Stockholder Meeting and prior to the Election Deadline. (d) Any Election shall have been made properly only if the Person authorized to receive Elections and to act as exchange agent under this Agreement, which Person shall be a bank or trust company selected by Parent and reasonably acceptable to the Wax Cash Consideration Company (the “Exchange Agent ”), pursuant to an agreement (the “Exchange Agent Agreement ”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by Certificates representing the shares of Company Common Stock to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company or by an appropriate customary guarantee of delivery of such Certificates, as set forth in such Form of Election, from a firm that is an “eligible guarantor institution” (iii) as defined in Rule 17Ad-15 under the 1934 Act); provided, that such holder makes no election with respect Certificates are in fact delivered to such holder’s Shares. Any Shares with respect to which the Exchange Agent does not receive by the time required in such guarantee of delivery, and, in the case of Book-Entry Shares, any additional documents specified in the procedures set forth in the Form of Election. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth in such guarantee shall be deemed to invalidate any otherwise properly completed Election Form during made Election, unless otherwise determined by Parent, in its sole and absolute discretion. As used herein, unless otherwise agreed in advance by the period (the Company and Parent, “Election Period”Deadline ” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) from the Mailing Date to 5:00 p.m., New York City time, on the business day later of (i) the date immediately prior to the date of the Stockholder Meeting and (ii) the date that Parent and the Company shall agree is three Trading five (5) Business Days prior to the expected Closing Date or such other date as Date. The Company and Parent and the Company will, prior shall cooperate to the Closing, mutually agree (the “Election Deadline”) will be deemed issue a press release reasonably satisfactory to be No Election Shares. Parent and the Company will publicly announce each of them announcing the anticipated date of the Election Deadline not more than fifteen (15) Business Days before, and at least five business days (5) Business Days prior to to, the anticipated Closing DateElection Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company and Parent shall cooperate to promptly publicly announce any such delay and, when determined, the rescheduled Election DeadlineDeadline and Closing. (c) Any election made pursuant to this Section 2.04 will have been properly made only if the Exchange Agent will have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the person submitting it, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the Shares represented by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will 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 will be binding and conclusive. None of Parent, Holdco, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. Each holder of record of shares of Company Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Not less than 30 days prior to Each Holder may specify in a request made in accordance with the anticipated Wax Effective Time provisions of this Section 2.12 (the herein called an “Mailing DateElection”), Parent will cause to be mailed to each record holder of Shares (other than Excluded Shares) as of five business days prior to the Mailing Date an election form in such form as Parent shall specify (the “Election Form”). (b) Each Election Form will permit the holder (or the beneficial owner through customary documentation and instructions) of Shares to specify (i) the number of Shares shares of Company Common Stock owned by such Holder with respect to which such holder elects Holder desires to receive the Wax make a Stock Consideration, Election and (ii) the number of Shares shares of Company Common Stock owned by such Holder with respect to which such holder elects Holder desires to receive the Wax make a Cash Consideration or Election. (iiib) that such holder makes no election with respect Parent shall prepare a form reasonably acceptable to such holder’s Shares. Any Shares with respect to which the Exchange Agent does not receive a properly completed Election Form during the period Company (the “Election PeriodForm of Election”) from the Mailing Date which shall be mailed to 5:00 p.m., New York City time, on the business day that is three Trading Days record holders of Company Common Stock so as to permit those holders to exercise their right to make an Election prior to the Closing Date or such other date as Parent and the Company will, prior to the Closing, mutually agree (the “Election Deadline”) will be deemed to be No Election Shares. Parent and the Company will publicly announce the anticipated Election Deadline at least five business days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Parent shall make the Form of Election initially available not less than twenty (20) Business Days prior to the anticipated Election Deadline and shall use commercially reasonable efforts to make available as promptly as possible a Form of Election to any shareholder of Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. (d) Any election made pursuant to this Section 2.04 will Election shall have been made properly made only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent will Agreement”) entered into prior to the mailing of the Form of Election to Company shareholders, shall have actually received received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by Certificates to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form during of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the Election Period. Any Election Form may be revoked or changed by the person submitting it, by written notice received by United States; provided that such Certificates are in fact delivered to the Exchange Agent during by the Election Periodtime required in such guarantee of delivery. In the event an Election Form is revoked during the Election Period, the Shares represented Failure to deliver shares of Company Common Stock covered by such Election Form will a guarantee of delivery within the time set forth on such guarantee shall be deemed to be No Election Shares, except to the extent a subsequent election is invalidate any otherwise properly made during the Election Period. Subject to the terms of this Agreement and of the Election FormElection, the Exchange Agent will 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 will be binding and conclusive. None of unless otherwise determined by Parent, Holdcoin its sole discretion. As used herein, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election Form.unless

Election Procedures. Each holder of an Award (aeach, an “Award Holder”) Not less than 30 days prior to the anticipated Wax Effective Time (the “Mailing Date”), Parent will cause to be mailed to and each record holder of Company Common Shares (other than Excluded Shares) as of five business days prior on the Election Form Record Date shall have the right, subject to the Mailing Date limitations set forth in this Section 2.2 and Section 2.4, to submit an election form (each, an “Election”) in such form as accordance with the following procedures: (i) Parent shall specify direct the Exchange Agent to mail a form of election, which form shall be in a form reasonably acceptable to the Company (the “Election Form”), with the Company Proxy Statement to the record holders of Company Common Shares as of the record date for the Company Shareholders Meeting (the “Election Form Record Date”) and each Award Holder, which Election Form shall be used by each record holder of Company Common Shares and each Award Holder who wishes to make an Election. (bii) Each holder of a Company Common Share and each Award Holder may specify in an Election Form will permit submitted in accordance with the holder (or the beneficial owner through customary documentation and instructionsprovisions of this Section 2.2(c) of Shares to specify (i) the number of Shares with respect to which whether such holder elects to receive the Wax Stock Consideration, (ii) the number of Shares with respect to which such holder elects to receive the Wax Cash Consideration or (iii) that such holder makes no election with respect to such holder’s Shares. Any Company Common Shares or Awards, (A) the Standard Election Consideration (such Election with respect to which such Company Common Shares or Awards, the “Standard Election”), (B) the Cash Election Consideration (such Election with respect to such Company Common Shares or Awards, the “Cash Election”), or (C) the Share Election Consideration (such Election with respect to such Company Common Shares or Awards, the “Share Election”). (iii) Any holder of a Company Common Share or any Award Holder who does not properly make an Election in accordance with the provisions of this Section 2.2(c), or whose Election Form is not received by the Exchange Agent does not receive a properly completed Election Form during the period (the “Election Period”) from the Mailing Date to 5:00 p.m., New York City time, on the business day that is three Trading Days prior to the Closing Date or such other date as Parent and Election Deadline in the Company willmanner provided in Section 2.2(c)(iv), prior to the Closing, mutually agree (the “Election Deadline”) will be deemed to be No have made the Standard Election Shareswith respect to such Company Common Shares or Awards. Parent For the avoidance of doubt, for the purpose of determining the allocation of the Transaction Consideration among the holders of Company Common Shares and the Company will publicly announce the anticipated Election Deadline at least five business days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent dateAward Holders (as applicable), the Election Deadline any holder of Dissenting Shares shall be similarly delayed deemed to have made a subsequent date, and Parent and the Company shall promptly announce any Standard Election with respect to such delay and, when determined, the rescheduled Election DeadlineDissenting Shares. (civ) Any election made pursuant to this Section 2.04 will such holder’s Election shall have been properly made only if the Exchange Agent will shall have actually received a at its designated office, by the Election Deadline, an Election Form properly completed and signed and, to the extent such Election Form during relates to Company Common Shares, accompanied by Certificates (unless such Company Common Shares are Book-Entry Shares, in which case the holders shall follow the instructions set forth in the Election Period. Any Form) of Company Common Shares to which such Election Form may be revoked relates (or changed customary affidavits and indemnification regarding the loss or destruction of such Certificates or by the person submitting it, by written notice received by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form; provided that such Certificates are in fact delivered to the Exchange Agent during within five (5) Business Days after the Election Period. In the event an Election Form is revoked during the Election Period, the Shares represented by date of execution of such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Subject to the terms guarantee of this Agreement and of the Election Form, the Exchange Agent will 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 will be binding and conclusive. None of Parent, Holdco, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election Formdelivery).

Election Procedures. Subject to the terms of the Letter Agreement, each holder of record of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, and (subject to Section 3.10(c)) each holder of Company RSUs or Company PSUs (any of the foregoing, a “Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election on or prior to the Election Deadline in accordance with the following procedures: (a) Not Each Holder may specify in a request made in accordance with the provisions of this Section 3.3 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to the Company (the “Form of Election”), which shall be mailed by the Company to record holders of Company Common Stock and delivered to holders of Company RSUs and Company PSUs so as to permit those holders to exercise their right to make an Election prior to the Election Deadline. (c) The Company shall mail or cause to be mailed or delivered, as applicable, the Form of Election to record holders of Common Stock and holders of Company RSUs and Company PSUs as of the record date for the Company Stockholder Meeting not less than 30 days twenty (20) Business Days prior to the anticipated Wax Effective Time Election Deadline (the “Mailing Date”). Parent shall make available one or more Forms of Election as may reasonably be requested from time to time by all persons who become holders or beneficial owners of Company Common Stock during the period following the record date for the Company Stockholder Meeting and prior to the Election Deadline. (d) Prior to the Mailing Date, Parent will cause shall appoint an exchange agent, which shall be a bank or trust company reasonably acceptable to be mailed the Company (the “Exchange Agent”), for the purpose of receiving Elections and exchanging shares of Company Common Stock represented by Certificates for Merger Consideration, pursuant to each record holder of Shares (other than Excluded Shares) as of five business days an exchange agent agreement entered into prior to the Mailing Date an election form in such form as Parent shall specify (the “Election FormExchange Agent Agreement”). . Subject to the terms of the Letter Agreement, any Election shall have been made properly only if the Exchange Agent shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by Certificates representing the shares of Company Common Stock to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company or by an appropriate customary guarantee of delivery of such Certificates, as set forth in such Form of Election, from a firm that is an “eligible guarantor institution” (bas defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery, and, in the case of Book-Entry Shares, any additional documents specified in the procedures set forth in the Form of Election. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole and absolute discretion. As used herein, unless otherwise agreed in advance by the Company and Parent, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) Each Election Form will permit on the holder (or the beneficial owner through customary documentation and instructions) later of Shares to specify (i) the number of Shares with respect date immediately prior to which such holder elects to receive the Wax Stock Consideration, Company Stockholder Meeting and (ii) the number of Shares with respect to which such holder elects to receive date that Parent and the Wax Cash Consideration or Company shall agree is two (iii2) that such holder makes no election with respect to such holder’s Shares. Any Shares with respect to which the Exchange Agent does not receive a properly completed Election Form during the period (the “Election Period”) from the Mailing Date to 5:00 p.m., New York City time, on the business day that is three Trading Business Days prior to the expected Closing Date or such other date as Date. The Company and Parent and the Company will, prior shall issue a press release reasonably satisfactory to the Closing, mutually agree (the “Election Deadline”) will be deemed to be No Election Shares. Parent and the Company will publicly announce each of them announcing the anticipated date of the Election Deadline not more than fifteen (15) Business Days before, and at least five business days (5) Business Days prior to to, the anticipated Closing DateElection Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent date (which shall be the second (2nd) Business Day prior to the Closing Date) and the Company and Parent shall cooperate to promptly publicly announce any such delay and, when determined, the rescheduled Election DeadlineDeadline and Closing. (c) Any election made pursuant to this Section 2.04 will have been properly made only if the Exchange Agent will have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the person submitting it, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the Shares represented by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will 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 will be binding and conclusive. None of Parent, Holdco, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. (a) Not less than 30 days prior An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the anticipated Wax Effective Time Certificates shall pass, only upon proper delivery of such Certificates to a bank or trust company designated by Buyer and reasonably satisfactory to Company (the “Mailing DateExchange Agent”), Parent will cause to be mailed to each record holder of Shares (other than Excluded Shares) as of five business days prior to the Mailing Date an election form in such form as Parent Company and Buyer shall specify mutually agree (the “Election Form”). , shall be mailed no more than forty (b40) and no less than twenty (20) Business Days prior to the anticipated Election Deadline (the “Mailing Date”) to each holder of record of Company Common Stock. Each Election Form will shall permit the holder of record of Company Common Stock (or in the case of nominee record holders, the beneficial owner through customary documentation proper instructions and instructionsdocumentation) of Shares to specify (i) the number of Shares with respect to which such holder elects elect to receive the Wax Stock ConsiderationCash Consideration for all or a portion of such holder’s shares (a “Cash Election”), (ii) the number of Shares with respect to which such holder elects elect to receive the Wax Cash Stock Consideration for all or a portion of such holder’s shares (a “Stock Election”), or (iii) that such holder makes make no election with respect to the receipt of the Cash Consideration or the Stock Consideration (a “Non-Election”); sixty percent (60%) of the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, excluding any Treasury Stock (the “Stock Conversion Number”), shall be converted into the Stock Consideration and forty percent (40%) of such holder’s shares of Company Common Stock shall be converted into the Cash Consideration. A record holder acting in different capacities or acting on behalf of other Persons in any way will be entitled to submit an Election Form for each capacity in which such record holder so acts with respect to each Person for which it so acts. Shares of Company Common Stock as to which a Cash Election has been made are referred to herein as “Cash Election Shares. Any .” Shares of Company Common Stock as to which a Stock Election has been made are referred to herein as “Stock Election Shares.” Shares of Company Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Company Common Stock with respect to which a Stock Election has been made is referred to herein as the Exchange Agent does not receive “Stock Election Number.” (b) To be effective, a properly completed Election Form during shall be submitted to the period (the “Election Period”) from the Mailing Date to Exchange Agent on or before 5:00 p.m., New York City time, on a date no later than the business day that is three Trading Days 5th Business Day prior to the Closing Date or such other to be mutually agreed upon by the parties (which date shall be publicly announced by Buyer as Parent and the Company will, soon as practicable prior to the Closing, mutually agree such date) (the “Election Deadline”) will ), accompanied by the Certificates as to which such Election Form is being made or by an appropriate guarantee of delivery of such Certificates, as set forth in the Election Form, from a member of any registered national securities exchange or a commercial bank or trust company in the United States (provided that such Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery; failure to deliver shares of Company Common Stock covered by such guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made election, unless otherwise determined by Buyer, in its sole discretion). For shares of Company Common Stock held in book entry form, Buyer shall establish procedures for delivery of such shares, which procedures shall be No Election Shares. Parent and the Company will publicly announce the anticipated Election Deadline at least five business days prior reasonably acceptable to the anticipated Closing DateCompany. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the holder of Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. Common Stock either (ci) Any election made pursuant to this Section 2.04 will have been properly made only if the Exchange Agent will have actually received does not submit a properly completed Election Form during in a timely fashion or (ii) revokes the holder’s Election Form prior to the Election Period. Any Deadline (without later submitting a properly completed Election Form may prior to the Election Deadline), the shares of Company Common Stock held by such holder shall be revoked or changed by the person submitting itdesignated Non-Election Shares. In addition, by written notice received by all Election Forms shall automatically be revoked, and all Certificates returned, if the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the Shares represented notified in writing by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election PeriodBuyer and Company that this Agreement has been terminated. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters will shall be binding and conclusive. None of Parent, Holdco, the Company or Neither Buyer nor the Exchange Agent will shall be under any obligation to notify any Person of any defect in an Election Form. (c) The allocation among the holders of shares of Company Common Stock of rights to receive the Cash Consideration and the Stock Consideration will be made as follows: (i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and, subject to Section 2.03 hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; (ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.03 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 2.03 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration. (d) It is intended that the Merger and the Bank Merger shall together constitute a reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” as that term is used in Sections 354 and 361 of the Code. From and after the date of this Agreement and until the Closing, each party hereto shall use its reasonable best efforts to cause the Merger to qualify as a reorganization under Section 368(a) of the Code. If the tax opinions referred to in Section 6.01(e) cannot be rendered (as reasonably determined by Xxxxxx, Hall & Xxxxxxx and Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP, respectively) as a result of the Merger potentially failing to qualify as a reorganization under Section 368(a) of the Code, then Buyer may, in its sole discretion, increase the number of shares of Company Common Stock entitled to receive the Stock Consideration by the minimum amount necessary to enable such tax opinions to be rendered.

Election Procedures. (a) Not less than 30 days prior At the time of mailing of the Proxy Statement/Prospectus to holders of record of Company Common Stock entitled to vote at the anticipated Wax Effective Time Company Shareholders Meeting (such date, the “Mailing Date”), Parent will cause to be mailed to each record holder of Shares (other than Excluded Shares) as of five business days prior to the Mailing Date an election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates theretofore representing shares of Company Common Stock, or Book-Entry Shares, shall pass, only upon proper delivery of such Certificates or Book-Entry Shares, respectively, to the Exchange Agent, upon adherence to the procedures set forth in the letter of transmittal) in such form as Parent and the Company shall specify reasonably agree (the “Election Form”)) shall be mailed to each holder of record of shares of Company Common Stock as of the record date for the Company Shareholders Meeting. (b) Each Election Form will shall permit the holder (or the beneficial owner Beneficial Owner through appropriate and customary documentation and instructions) of Shares to specify (i) the number of Shares shares of such holder’s Company Common Stock with respect to which such holder makes a Cash Election, (ii) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Wax make a Stock ConsiderationElection, or (iiiii) the number of Shares shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Wax Cash Consideration or (iii) that such holder makes no election with respect to such holder’s Sharesmake a Mixed Election. Any Shares Company Common Stock with respect to which the Exchange Agent does has not receive a received an effective, properly completed Election Form during the period (the “Election Period”) from the Mailing Date to on or before 5:00 p.m., New York City time, on the business day Business Day that is three Trading four (4) Business Days prior to the Closing Date (which date shall be publicly announced by Parent as soon as reasonably practicable but in no event less than five (5) Business Days prior to the Closing Date) (or such other time and date as Parent and the Company will, prior to the Closing, mutually and Parent shall agree in writing) (the “Election Deadline”) will shall be deemed to be No Election “Non-Electing Company Shares. Parent and the Company will publicly announce the anticipated Election Deadline at least five business days prior to the anticipated Closing Date”. If the Closing Date Effective Time is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Any election made pursuant to this Section 2.04 will have been properly made only if the Exchange Agent will have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the person submitting it, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the Shares represented by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will 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 will be binding and conclusive. None of Parent, Holdco, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. 3.2.1. Holders of Colonial Financial Common Stock may elect to receive Stock Consideration or Cash Consideration (ain either case without interest) Not in exchange for their shares of Colonial Financial Common Stock in accordance with the following procedures, provided that, in the aggregate, 50% of the total number of shares of Colonial Financial Common Stock issued and outstanding at the Effective Time, excluding any Treasury Stock (the “Stock Conversion Number”), shall be converted into the Stock Consideration and the remaining outstanding shares of Colonial Financial Common Stock shall be converted into the Cash Consideration. Shares of Colonial Financial Common Stock as to which a Cash Election (including, pursuant to a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of Colonial Financial Common Stock as to which a Stock Election has been made (including, pursuant to a Mixed Election) are referred to as “Stock Election Shares.” Shares of Colonial Financial Common Stock as to which no election has been made (or as to which an Election Form is not returned properly completed) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Colonial Financial Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.” 3.2.2. An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent), in such form as Colonial Financial and Cape Bancorp shall mutually agree (“Election Form”), shall be mailed not less than 30 20 business days but not more than 40 business days prior to the anticipated Wax Effective Time or on such earlier date as Cape Bancorp and Colonial Financial shall mutually agree (the “Mailing Date”), Parent will cause to be mailed ) to each record holder of Shares (other than Excluded Shares) record of Colonial Financial Common Stock as of five business days prior to the Mailing Date an election form in such form as Parent shall specify (the “Election FormForm Record Date”). (b) . Each Election Form will shall permit such holder, subject to the holder (or the beneficial owner through customary documentation allocation and instructions) of Shares to specify election procedures set forth in this Section 3.2, (i) the number of Shares with respect to which such holder elects elect to receive the Wax Cash Consideration for all of the shares of Colonial Financial Common Stock Considerationheld by such holder (a “Cash Election”) in accordance with Section 3.1.3, (ii) the number of Shares with respect to which such holder elects elect to receive the Wax Cash Stock Consideration or for all of such shares (a “Stock Election”) in accordance with Section 3.1.3, (iii) that such holder makes no election with respect elect to receive the Stock Consideration for a part of such holder’s SharesColonial Financial Common Stock and the Cash Consideration for the remaining part of such holder’s Colonial Financial Common Stock (the “Cash/Stock Consideration”) (an election to receive the Cash/Stock Consideration is referred to as a “Mixed Election”), or (iv) to indicate that such record holder has no preference as to the receipt of cash or Cape Bancorp Common Stock for such shares (a “Non-Election”). A holder of record of shares of Colonial Financial Common Stock who holds such shares as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of Colonial Financial Common Stock held by such Representative for a particular beneficial owner. Any Shares shares of Colonial Financial Common Stock with respect to which the holder thereof shall not, as of the Election Deadline, have made an election by submission to the Exchange Agent does not receive of an effective, properly completed Election Form shall be deemed Non-Election Shares. 3.2.3. To be effective, a properly completed Election Form during shall be submitted to the period (the “Election Period”) from the Mailing Date to Exchange Agent on or before 5:00 p.m., New York City time, on the business 20th day that is three Trading Days prior to following the Closing Mailing Date (or such other time and date as Parent Cape Bancorp and the Company will, prior to the Closing, Colonial Financial may mutually agree agree) (the “Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Closing Date. Colonial Financial shall make available up to two separate Election Forms, or such additional Election Forms as Cape Bancorp may permit, to all persons who become holders (or beneficial owners) will be deemed to be No of Colonial Financial Common Stock between the Election Shares. Parent Form Record Date and the Company will publicly announce close of business on the anticipated Election Deadline at least five business days day prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Any . Colonial Financial shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An election made pursuant to this Section 2.04 will shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during by the Election PeriodDeadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Colonial Financial Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If a Colonial Financial stockholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline, the shares of Colonial Financial Common Stock held by such stockholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the person submitting it, such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent during at or prior to the Election PeriodDeadline. In Cape Bancorp shall cause the event an Certificate or Certificates relating to any revoked Election Form is revoked during to be promptly returned without charge to the person submitting the Election Period, the Shares represented by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election PeriodExchange Agent. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will shall have reasonable discretion to determine whether when any election, modification or revocation is received and whether any such election, modification or change revocation has been properly or timely made made. 3.2.4. If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to disregard immaterial defects receive the Cash Consideration, and, subject to Section 3.2.6 hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration only with respect to that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration. 3.2.5. If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election FormsShares, and any good faith decisions then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 3.2.6 hereof, each holder of Non-Election Shares shall receive the Exchange Agent regarding Stock Consideration in respect of that number of Non-Election Shares held by such matters will be binding and conclusive. None holder equal to the product obtained by multiplying (x) the number of Parent, HoldcoNon-Election Shares held by such holder by (y) a fraction, the Company or numerator of which is the Exchange Agent will Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be under any obligation converted into the right to notify any Person receive the Stock Consideration, and, subject to Section 3.2.6 hereof, each holder of any defect Cash Election Shares shall receive the Stock Consideration in an respect of that number of Cash Election FormShares held by such holder equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.