Common use of Election Procedures Clause in Contracts

Election Procedures. (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (or by an appropriate guarantee of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Agent.

Election Procedures. (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately prior to On the Effective Time shall be entitled to submit a request specifying date the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election NAP Information Statement is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. (b) Elections mailed pursuant to Section 3.2(a) 5.2, Parent shall, or shall be made on cause the form Exchange Agent to, mail to each Holder of letter of transmittal NAP Public Units receiving the NAP Information Statement pursuant to Section 5.2, an election form, prepared by Parent and form of election reasonably acceptable to the NAP Conflicts Committee (the "Letter “Election Form”), pursuant to which a holder of Transmittal and Form of Election") to be provided by the Paying Agent (NAP Public Units may make an Election as defined specified in Section 3.3(a2.3(c)) to holders of record of Shares, together with . The Election Form shall set forth instructions for use in making an Election and effecting the surrender Surrender of NAP Certificates and Book-Entry NAP Common Units in connection with the Certificates for payment thereformaking of an Election, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the NAP Certificates transmitted therewith shall pass, and an Election shall be properly made in respect of NAP Public Units, only upon proper delivery of the NAP Certificates (or lost certificate affidavit as contemplated by this Section 2.3(a)) to the Paying AgentExchange Agent or, in the case of Book-Entry NAP Common Units, upon adherence to the procedures set forth in the Election Form, and shall otherwise be in such customary form and have such other provisions as Parent and NAP may reasonably agree. Elections The Election Form shall set forth procedures that must be taken by the Holder of any NAP Certificate that has been lost, destroyed or stolen; it shall be made by mailing a condition to the Paying Agent right of such Holder to make an Election, to deliver, along with the Election Form, a duly completed Letter executed lost certificate affidavit, including an agreement to indemnify Parent, signed exactly as the name or names of Transmittal the registered Holder or Holders of NAP Public Units appeared on the books of NAP immediately prior to the Effective Time, together with a customary bond and Form such other documents, in each case, as Parent may reasonably require in connection therewith. (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 of NAP Public Units prior to the Election Deadline. NAP shall provide to the Exchange Agent all information reasonably necessary for it to perform the obligations specified in this Section 2.3 and as specified in any agreement among the parties and the Exchange Agent. (c) Each Holder of NAP Public Units shall be entitled, with respect to all or any portion of the NAP Public Units held by such Person, to make, prior to the Election Deadline, an election (an “Election” and the act of making an Election, “Elect”) specifying (x) the number of such Holder’s NAP Public Units with respect to which such Holder makes a Common Stock Election (each NAP Public Unit in respect of which a Holder properly makes, and does not revoke, a Common Stock Election in accordance with this Section 3.3(b2.3 (for avoidance of doubt, excluding all deemed Elections pursuant to the last sentence of this Section 2.3(c)), a “Common Stock Election Unit”, and the aggregate number of Common Stock Election Units, the “Common Stock Election Total”); and (y) the number of such holder’s NAP Public Units with respect to which such holder makes a Preferred Stock Election (each NAP Public Unit in respect of which a holder properly makes, and does not revoke, a Preferred Stock Election in accordance with this Section 2.3 (for avoidance of doubt, excluding all deemed Elections pursuant to the last sentence of this Section 2.3(c)), a “Preferred Stock Election Unit”, and the aggregate number of Preferred Stock Election Units, the “Preferred Stock Election Total”). To be effectiveAny NAP Public Units with respect to which no Election shall have properly been made (or, a Letter of Transmittal if an Election shall have been made, shall have been revoked and Form of Election must be (inot properly remade) properly completed, signed and submitted prior to the Paying Agent at its designated office and (iiElection Deadline shall be deemed for purposes of Section 2.1(c)(i) accompanied by to have been made as a Common Stock Election with respect to such NAP Public Units, if the Certificates representing Common Stock Election Total exceeds the Shares as to which the election is being made (or by an appropriate guarantee of delivery of such Certificates by a commercial bank or trust company in the United States Preferred Stock Election Total, or a member of a registered national security exchange or of Preferred Stock Election, if the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to Common Stock Election Total exceeds the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Preferred Stock Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying AgentTotal.

Election Procedures. (ai) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and record of shares of Company Common Stock to be cancelled converted into the right to receive the Merger Consideration in accordance with, and subject to, Sections 3.1(a) and 3.2(a) (each, a “Holder”) shall have the right, subject to the limitations set forth in this Section 3.2(b), to specify in a request made in accordance with the provisions of this Section 3.1(b3.2(b) (herein called an “Election”) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make (i) a Stock Election or (ii) a Cash Election. (ii) Parent shall (x) prepare a form reasonably acceptable to the Company, including appropriate and customary transmittal materials in such form as prepared by Parent and reasonably acceptable to the Company (the “Form of Election”), to permit Holders to exercise their right to make an Election, (y) issued cause the Exchange Agent to make available and outstanding immediately mail the Form of Election not less than twenty (20) Business Days prior to the Effective Time shall be entitled anticipated Election Deadline (as defined below) to submit Holders as of the Business Day prior to such mailing date, and (z) following such mailing date, use all reasonable efforts to make available as promptly as possible a request specifying Form of Election to any Holder who requests such Form of Election prior to the portion of Election Deadline. The period between such record holder's Shares which such record holder desires mailing date and the Election Deadline is referred to have converted into (i) herein as the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or “Election Period”. (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Any Election is made (including Shares in respect of which such an election is deemed to shall have been made pursuant to this Section 3.2(a) properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and Section 3.1(g)) signed (collectively, "Non-Election Shares") shall be deemed to be Shares including duly executed transmittal materials included in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided ). As used herein, unless otherwise agreed in advance by the Paying Agent (Parties, “Election Deadline” means 5:00 p.m. Eastern time on the date which the Parties shall agree is as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon near as practicable following to three (3) Business Days preceding the Effective TimeClosing Date. The Letter Company and Parent shall cooperate to issue a press release reasonably satisfactory to each of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (or by an appropriate guarantee of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after them announcing the date of execution of such guarantee of delivery). The Company shall determinethe Election Deadline not more than fifteen (15) Business Days before, in its sole and absolute discretionat least ten (10) Business Days prior to, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying AgentDeadline.

Election Procedures. (a) Each record holder of Shares a Yankees Share shall have the right, subject to the limitations set forth in this Section 2.1(b), to submit an election (other than Dissenting Shareseach, if any, Shares owned by Textron and shares to be cancelled an “Election”) in accordance with the following procedures: (i) Each holder of a Yankees Share may specify in a request made in accordance with the provisions of this Section 3.1(b2.1(b) whether such holder elects to receive with respect to each of his or her Yankees Share either (A) the consideration set forth in Section 1.6(a)(i)(A) (such Election with respect to such number of Yankees Shares, the “Standard Election”), (B) issued and outstanding immediately the consideration set forth in Section 1.6(a)(i)(B) (such Election with respect to such number of Yankees Shares, the “Cash Election”), or (C) the consideration set forth in Section 1.6(a)(i)(C) (such Election with respect to such number of Yankees Shares, the “Stock Election”). (ii) Any holder of a Yankees Share who does not properly make an Election in accordance with the provisions of this Section 2.1(b), or whose Election is not received by the Exchange Agent prior to the Effective Time shall Election Deadline in the manner provided in Section 2.1(b)(iv), will be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires deemed to have converted into (i) made the Cash Consideration (a "Cash Standard Election"), (ii) the Stock Consideration (a "Stock Election") or . (iii) Braves shall cause the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and appropriate form of election and transmittal materials (provided that Yankees shall have provided its consent to such form, such consent not to be unreasonably withheld or delayed) (the "Letter of “Transmittal and Form of Election"Letter”) to be provided by the Paying Exchange Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender Yankees Shares (other than holders of Yankees Shares subject to Section 1.6(a)(ii) and Section 1.6(a)(iii)) advising such holders of the Certificates procedure for payment thereforexercising their right to make the Election and for providing instructions to the Exchange Agent to effect the transfer and cancellation of Book-Entry Interests in exchange for the consideration payable pursuant to Section 1.6(a)(i). (iv) Any Election set forth in Section 2.1(b)(i) shall have been made properly only if the Exchange Agent shall have received, as soon as practicable following by the Effective TimeElection Deadline, a Transmittal Letter properly completed and signed indicating such Election. (v) Any holder of a Yankees Share may, at any time prior to the Election Deadline, change his or her Election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Transmittal Letter. The Letter If Braves shall determine in its reasonable discretion that any Election is not properly made with respect to any Yankees Share (it being understood that no Party nor the Exchange Agent is under any duty to notify any holder of Transmittal and Form of any such defect), such Election shall specify that delivery shall be effecteddeemed to be not in effect, and risk subject to Section 2.1(b)(ii). (vi) Any holder of loss and title a Yankees Share may, at any time prior to the Certificates transmitted therewith shall passElection Deadline, only upon proper delivery of revoke his or her Election by written notice received by the Certificates Exchange Agent prior to the Paying AgentElection Deadline. All Elections shall be made revoked automatically if the Exchange Agent is notified in writing by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election Braves that this Agreement has been terminated in accordance with Article VI and will not be subject to Section 3.3(b2.1(b)(ii). To be effective. (vii) Braves, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing (A) the validity of the Transmittal Letter and compliance by any holder of a Letter of Transmittal and Form of Yankees Share with the Election must be (i) properly completedprocedures set forth herein, signed and submitted to the Paying Agent at its designated office and (iiB) accompanied by the Certificates representing the Shares as manner and extent to which Elections are to be taken into account in making the election is being made (or by an appropriate guarantee of delivery of such Certificates by a commercial bank or trust company determinations prescribed in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of deliverySection 1.6(a)(i). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Agent.

Election Procedures. Each holder of record of Shares that were converted into the right to receive the Merger Consideration pursuant to Section 2.1 (each, a “Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures (an “Election”): (a) Parent shall prepare a form reasonably acceptable to the Company (the “Form of Election”) which shall be mailed to Holders so as to permit Holders to exercise their right to make an Election prior to the Election Deadline. (b) Parent shall use commercially reasonable efforts to cause the Form of Election to be sent to Holders as soon as reasonably practicable (and in no event later than five (5) business days) after the mailing of the Proxy Statements/Prospectus and to make available as promptly as reasonably practicable following a request therefor a Form of Election to any Holder who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. (c) Each Form of Election shall permit Holders (or in the case of nominee record holder 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; provided, however, that, notwithstanding any other provision of this Agreement to the contrary, a number of Shares issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares, if any, the “Stock Conversion Number”) shall be converted into the Stock Consideration so that 8,000,000 shares of Parent Common Stock are issued in the Merger and the remaining Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "the “Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"Number”). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed as to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (Shares that constitute Dissenting Shares as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, Election Deadline are referred to herein as soon “Cash Election Shares.” Shares as practicable following the Effective Time. The Letter of Transmittal and to which a Stock Election has been made are referred to herein as “Stock Election Shares.” Shares as to which no election has been made (or as to which a Form of Election shall specify that delivery shall be effectedis not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of Shares with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.” For the avoidance of doubt, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent if a duly Holder does not submit a properly completed Letter of Transmittal and Form of Election in accordance a timely fashion, the Shares held by such Holder shall be designated Non-Election Shares. (d) Any Election shall have been made properly only if the Person authorized to receive Elections and to act as exchange agent in connection with Section 3.3(bthe transactions contemplated by this Agreement, which Person shall be selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”). To be effective, a Letter pursuant to an agreement reasonably acceptable to Parent and the Company entered into prior to the mailing of Transmittal and the Form of Election must be to Holders (i) the “Exchange Agent Agreement”), shall have received, by the Election Deadline, a Form of Election properly completed, completed and signed and submitted to accompanied by, in the Paying Agent at its designated office and (ii) accompanied by the case of physical certificates representing Shares, Certificates representing the Shares as to which the election is being made (such Form of Election relates or by an appropriate customary guarantee of delivery of such Certificates by Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., States; provided that such Certificates are in fact delivered to the Paying Exchange Agent within eight Trading Days after by the date of execution of time required in such guarantee of delivery). The Company Failure to deliver physical certificates representing Shares covered by such a guarantee of delivery within the time set forth on such guarantee shall determinebe deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole and absolute reasonable discretion. For uncertificated Shares held in book entry form (a “Book-Entry Share”), Parent shall establish Election procedures for such Shares, which authority it may delegate in whole or in part procedures shall be reasonably acceptable to the Paying Agent, whether any Letter Company. In the event that a Holder has provided a notice of Transmittal and Form intent to demand payment (a “Notice of Election has been properly completed, signed and submitted or revoked. The decision Dissenter’s Intent”) pursuant to Section 13.21 of the Company MBCA, any Election submitted by such Holder (or unless such Notice of Dissenter’s Intent shall have been withdrawn prior to the Paying Agent, as the case may beElection Deadline) in such matters shall be conclusive deemed invalid. (e) As used herein, unless otherwise agreed in writing by Parent and binding. Neither the Company nor Company, “Election Deadline” means 5:00 p.m. local time (in the Paying city in which the principal office of the Exchange Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to is located) on the Paying Agentdate that is three (3) business days prior to, but not including, the Closing Date.

Election Procedures. (a) Each record holder of record of Company Shares (other than Dissenting Shares, if any, (x) Company Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b2.1(c) and (y) Company Shares to be converted in accordance with Section 2.1(d) or Section 2.1(e)) issued and outstanding immediately (a “Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election on or prior to the Effective Time shall be entitled to submit Election Deadline in accordance with the procedures set forth in this Section 2.9. (a) Each Holder may specify in a request specifying made in accordance with the portion provisions of such record holder's Shares which such record holder desires to have converted into this Section 2.9 (an “Election”) (i) the Cash Consideration (number of Company Shares owned by such Holder with respect to which such Holder desires to make a "Cash Share Election"), (ii) the Stock Consideration (number of such Company Shares with respect to which such Holder desires to make a "Stock Election") or Cash Election and (iii) the Mixed Consideration (a "Mixed Election")particular shares for which the Holder desires to make either such election, or to indicate that and the order in which either such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant apply to this any such shares if the election is subject to proration under Section 3.2(a) and Section 3.1(g2.1(b)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. (b) Elections pursuant The Company shall prepare a form reasonably acceptable to Section 3.2(a) shall be made on the form of letter of transmittal and form of election Parent (the "Letter of Transmittal and “Form of Election"”), which shall be mailed by the Company to Holders so as to permit such Holders to exercise their right to make an Election prior to the Election Deadline. (c) The Company shall mail or cause to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment thereformailed or delivered, as soon as practicable following applicable, the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk to Holders as of loss and title the record date for the Company Special Meeting not less than twenty (20) business days prior to the Certificates transmitted therewith anticipated Election Deadline. The Company shall pass, only upon proper delivery make available one or more Forms of Election as may reasonably be requested from time to time by all Persons who become Holders during the Certificates period following the record date for the Company Special Meeting and prior to the Paying Agent. Elections Election Deadline. (d) Any Election shall be have been made properly only if the Exchange Agent shall have received, by mailing to the Paying Agent Election Deadline, a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effectiveproperly completed and signed and accompanied by (i) the Certificates, a Letter of Transmittal and if any, to which such Form of Election must be (i) properly completedrelates, signed and submitted to duly endorsed in blank or otherwise in form acceptable for transfer on the Paying Agent at its designated office books of the Company, and (ii) accompanied by in the Certificates representing case of Book-Entry Shares, any additional documents specified in the Shares as to procedures set forth in the Form of Election. As used herein, “Election Deadline” means 5:00 p.m. local time (in the city in which the election is being made (or by an appropriate guarantee of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or principal office of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Exchange Agent within eight Trading Days after is located) on the date of execution of such guarantee of delivery). The the Company Special Meeting, unless otherwise agreed in advance by the Company and Parent, in which event the Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of reasonably promptly announce such rescheduled Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying AgentDeadline.

Election Procedures. (a) Each record holder American (or such other company as American and Community First may agree) will act as the exchange agent (the “Exchange Agent”) for purposes of Shares (other than Dissenting Sharesconducting the election and exchange procedures described in this Article 2. Provided that Community First has delivered, if any, Shares owned by Textron and shares or caused to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately prior delivered, to the Effective Time Exchange Agent all information that is necessary for the Exchange Agent to perform its obligations as specified herein, the Exchange Agent shall be entitled provide to submit a request specifying Community First contemporaneously with the portion mailing of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent Proxy Statement (as defined in Section 3.3(a)4.4 of the Agreement) to holders but in no event more than ten days after such mailing, an election form and accompanying letter of transmittal in such form as American and Community First shall agree (the “Election Form”) advising each holder of record of Shares, together with Community First Capital Stock of the election choices hereunder and providing instructions for use surrendering to the Exchange Agent such holder’s certificate(s) of Community First Capital Stock in effecting exchange for the surrender consideration set forth in Sections 2.1(b) and (c) hereof deliverable in respect of the Certificates for payment thereforCommunity First Common Stock and Series A Preferred Stock, as soon as practicable following the Effective Timerespectively. The Letter of Transmittal and Election Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith certificates theretofore representing shares of Community First Capital Stock shall pass, only upon proper delivery of the Certificates certificates to the Paying Exchange Agent. Elections . (b) Each Election Form shall be made by mailing permit the holder (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to make the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be following elections: (i) properly completed, signed and submitted to elect to receive American Common Stock with respect to some or all of such holder’s Community First Capital Stock (the Paying Agent at its designated office and “Stock Election Shares”); (ii) accompanied by the Certificates representing the Shares as to which the election is being made (elect to receive cash with respect to some or by an appropriate guarantee of delivery all of such Certificates by a commercial bank or trust company in holder’s Community First Capital Stock (the United States or a member “Cash Election Shares”); or (iii) to indicate that such holder makes no such election with respect to such holder’s shares of a registered national security exchange or Community First Capital Stock (the “No-Election Shares”). (c) Nominee record holders who hold Community First Capital Stock on behalf of multiple beneficial owners shall indicate how many of the National Association of Securities Dealersshares held by them are Stock Election Shares, Inc.Cash Election Shares, provided such Certificates are and No-Election Shares. If a shareholder either (i) does not submit a properly completed Election Form in fact delivered a timely fashion or (ii) revokes an Election Form prior to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole Election Deadline and absolute discretion, which authority it may delegate in whole or in part does not resubmit a properly completed Election Form prior to the Paying AgentElection Deadline, whether any Letter the shares of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in Community First Capital Stock held by such matters shareholder shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of designated No-Election submitted to the Paying AgentShares.

Election Procedures. (a) Each record holder of Shares record of shares (other than Dissenting Shares) of Company Common Stock ("Holder") shall have the right, if anysubject to the limitations set forth in this Article 2, Shares owned by Textron and shares to be cancelled submit an election in accordance with Section 3.1(b)the following procedures: (a) issued and outstanding immediately prior to the Effective Time shall be entitled to submit Each Holder may specify in a request specifying made in accordance with the portion provisions of such record holder's Shares which such record holder desires to have converted into this Section 2.2 (an "Election") (i) the Cash Consideration (number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a "Cash Election"), Stock Election and (ii) the number of shares of Company Common Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or owned by such Holder with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed Holder desires to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which make a Cash Election has been madeElection. (b) Elections pursuant The Parent shall prepare a form reasonably acceptable to Section 3.2(a) shall be made on the form of letter of transmittal and form of election Company (the "Letter of Transmittal and Form of Election") which shall be mailed to be provided by the Paying Agent Company's stockholders entitled to vote at the Company Stockholders Meeting so as to permit the Company's stockholders to exercise their right to make an Election prior to the Election Deadline. (as defined in Section 3.3(a)c) to holders of record of Shares, together with instructions for use in effecting The Parent shall make the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify initially available at the time that delivery shall be effectedthe Proxy Statement is made available to the stockholders of the Company, to such stockholders, and risk of loss and title shall use commercially reasonable efforts to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent make available as promptly as possible a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter to any stockholder of Transmittal and the Company who requests such Form of Election must following the initial mailing of the Forms of Election and prior to the Election Deadline. In no event shall the Form of Election initially be made available less than twenty days prior to the Election Deadline. (id) Any Election shall have been made properly completedonly if the bank or trust company designated by the Parent (the "Exchange Agent"), shall have received, by 5:00 p.m. local time in the city in which the principal office of such Exchange Agent is located, on the day before the Company Stockholders Meeting (the "Election Deadline"), a Form of Election properly completed and signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates certificates representing the Shares as shares of Company Common Stock (the "Certificates") to which the election is being made (such Form of Election relates or by an appropriate a customary guarantee of delivery of such Certificates by Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities DealersStates; provided, Inc., provided that such Certificates are in fact delivered to the Paying Exchange Agent within eight Trading Days after by the date of execution of time required in such guarantee of delivery). The Failure to deliver shares of Company Common Stock covered by a guarantee of delivery within the time set forth in such guarantee shall determinebe deemed to invalidate any otherwise properly made Election, unless otherwise determined by the Parent, in its sole discretion. The Company and absolute discretionthe Parent shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen Business Days before, which authority it may delegate in whole or in part and at least five Business Days before, the Election Deadline. (e) Any Holder may, at any time prior to the Paying AgentElection Deadline, whether any Letter of Transmittal change his, her or its Election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed, revised Form of Election. If the Parent shall determine in its reasonable discretion that any Election is not properly made with respect to any shares of Company Common Stock, such Election shall be deemed to be not in effect, and the shares of Company Common Stock covered by such Election shall be deemed to be Non-Election Shares, unless a proper Election is thereafter timely made. (f) Any Holder may, at any time prior to the Election Deadline, revoke his, her or its Election by written notice received by the Exchange Agent prior to the Election Deadline or by withdrawal prior to the Election Deadline of his, her or its Certificate, or of the guarantee of delivery of such Certificates, previously deposited with the Exchange Agent. All Elections shall be revoked automatically if the Exchange Agent is notified in writing by the Parent or the Company that this Agreement has been properly completedterminated in accordance with Article 7. (g) The Parent shall have the right to make all determinations, signed and submitted or revoked. The decision not inconsistent with the terms of this Agreement, governing the validity of the Company (or Forms of Election and compliance by any Holder with the Paying Agent, as the case may be) Election procedures in such matters shall be conclusive and bindingthis Article 2. Neither the Company Parent nor the Paying Exchange Agent will be under shall have any obligation to notify any person inform the Holder of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Agentsuch determination.

Election Procedures. Each Non-IAC Match Shareholder who is a holder of record of shares of Match Capital Stock shall have the right, subject to the limitations set forth in this Section 3.02, on or prior to the Election Deadline, to submit an election in accordance with the following procedures: (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled Non-IAC Match Shareholder may specify in a request made in accordance with the provisions of this Section 3.1(b)3.02 (herein called an “Election”) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (number of shares of Match Capital Stock owned by such holder with respect to which such holder desires to make a "Cash Election"), Cash/Stock Election and (ii) the number of shares of Match Capital Stock Consideration (a "owned by such holder with respect to which such holder desires to make an All-Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) IAC and Match shall be made on the form of letter of prepare a form, including appropriate and customary transmittal and form of election materials (the "Letter of Transmittal and “Form of Election"”), so as to permit Non-IAC Match Shareholders to exercise their right to make an Election. (c) IAC and Match (i) shall initially make available and mail the Form of Election not less than 20 Business Days prior to be provided by the Paying Agent (as defined in Section 3.3(a)) anticipated date of the Election Deadline to Non-IAC Match Shareholders who are holders of record of Shares, together with instructions for use in effecting the surrender shares of Match Capital Stock as of the Certificates for payment thereforBusiness Day prior to such mailing date (such record date, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of “Election shall specify that delivery shall be effectedRecord Date”), and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by following such mailing date, shall use commercially reasonable efforts to make the Certificates representing the Shares as to which the election is being made (or by an appropriate guarantee of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed available to all persons who become holders of record of shares of Match Capital Stock during the period between the Election Record Date and submitted or revokedthe Election Deadline. The decision time period between such mailing date and the Election Deadline is referred to herein as the “Election Period.” (d) Any Election shall have been made properly only if the Agent shall have received, during the Election Period, (i) in the case of shares represented by a certificate, the Company (or surrender of such certificate for cancellation to the Paying Agent, as or (ii) in the case of shares held in book-entry form, the receipt of an “agent’s message” or other required electronic communication by the Agent, in each case together with the Form of Election, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may bereasonably be required by the Agent. As used herein, unless otherwise agreed in advance by the Parties, “Election Deadline” means 5:00 p.m. (New York City time) in such matters on the date that is the fifth Business Day preceding the date for which the Match Stockholder Meeting is scheduled. IAC and Match shall cooperate to issue a press release reasonably satisfactory to each of them announcing the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the date on which the Election Deadline occurs. If the Match Stockholder Meeting is delayed to a subsequent date, the Election Deadline shall be conclusive delayed by the same period such that the Election Deadline is still 5:00 p.m. (New York City time) on the date that is the fifth Business Day preceding the date for which the Match Stockholder Meeting is scheduled, and binding. Neither IAC and Match shall promptly announce any such delay and, when determined, the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of rescheduled Election submitted to the Paying AgentDeadline.

Election Procedures. 3.2.1. Holders of ABNJ Common Stock may elect to receive shares of Investors Common Stock or cash (ain either case without interest) Each record holder in exchange for their shares of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled ABNJ Common Stock in accordance with the procedures set forth herein; provided that, in the aggregate, and subject to the provisions of Section 3.1(b)) 3.2.7, 70% of the total number of shares of ABNJ Common Stock issued and outstanding immediately prior to at the Effective Time Time, excluding any Treasury Shares (the “Stock Conversion Number”), shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration and the remaining outstanding shares of ABNJ Common Stock shall be converted into the Cash Consideration. Shares of ABNJ Common Stock as to which a Cash Election (including, pursuant to a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or ) has been made are referred to indicate that such record holder has no preference herein as “Cash Election Shares.” Shares of ABNJ Common Stock as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Stock Election is has been made (including including, pursuant to a Mixed Election) are referred to as “Stock Election Shares.” Shares in respect of ABNJ Common Stock as to which such an no election is deemed to have has been made pursuant (or as to this Section 3.2(awhich an Election Form is not returned properly completed) and Section 3.1(g)) (collectively, "are referred to herein as “Non-Election Shares") shall be deemed .” The aggregate number of shares of ABNJ Common Stock with respect to be Shares in respect of which a Cash Stock Election has been mademade is referred to herein as the “Stock Election Number.” 3.2.2. An election form and other appropriate and customary transmittal materials (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election which shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the such Certificates to the Paying Exchange Agent. Elections ), in such form as ABNJ and Investors shall mutually agree (“Election Form”), shall be made by mailing mailed no more than 40 business days and no less than 20 business days prior to the Paying Agent a duly completed Letter anticipated Effective Time or on such earlier date as Investors and ABNJ shall mutually agree (the “Mailing Date”) to each holder of Transmittal record of ABNJ Common Stock as of five business days prior to the Mailing Date (the “Election Form Record Date”). Each Election Form shall permit such holder, subject to the allocation and Form election procedures set forth in this Section 3.2, (i) to elect to receive the Cash Consideration for all of Election the shares of ABNJ Common Stock held by such holder, in accordance with Section 3.3(b)3.1.3, (ii) to elect to receive the Stock Consideration for all of such shares, in accordance with Section 3.1.3, (iii) elect to receive the Stock Consideration for a part of such holder’s ABNJ Common Stock and the Cash consideration for the remaining part of such holder’s ABNJ Common Stock, or (iv) to indicate that such record holder has no preference as to the receipt of cash or Investors Common Stock for such shares. A holder of record of shares of ABNJ 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 ABNJ Common Stock held by such Representative for a particular beneficial owner. Any shares of ABNJ 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 of an effective, properly completed Election Form shall be deemed Non-Election Shares. 3.2.3. To be effective, a Letter properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City time, on the 25th day following the Mailing Date (or such other time and date as Investors and ABNJ may mutually agree) (the “Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Closing Date. ABNJ shall use its reasonable best efforts to make available up to two separate Election Forms, or such additional Election Forms as Investors may permit, to all persons who become holders (or beneficial owners) of Transmittal ABNJ Common Stock between the Election Form Record Date and the close of business on the business day prior to the Election Deadline. ABNJ shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of ABNJ Common Stock covered by such Election must be Form, together with duly executed transmittal materials included with the Election Form. If an ABNJ shareholder either (i) does not submit a properly completed, signed and submitted to the Paying Agent at its designated office and completed Election Form in a timely fashion or (ii) accompanied 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 ABNJ 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 such Election Form to the Exchange Agent by written notice A-9 to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. Investors shall cause the Certificate or Certificates representing relating to any revoked Election Form to be promptly returned without charge to the Shares as person submitting the Election Form to which the election is being made (or by an appropriate guarantee Exchange Agent. Subject to the terms of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or this Agreement and of the National Association of Securities DealersElection Form, Inc.the Exchange Agent shall have discretion to determine when any election, provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole modification or revocation is received and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election such election, modification or revocation has been properly completedmade. All Elections shall be revoked automatically if the Exchange Agent is notified in writing by Investors or ABNJ, signed upon exercise by Investors or ABNJ 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 ABNJ 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 submitted or revokedall 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 converted into the right to receive the Stock Consideration in respect of that 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 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. The decision of If the Company Stock Election Number is less than the Stock Conversion Number (or the Paying Agent, amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the case may be) in such matters “Shortfall Number”), then all Stock Election Shares shall be conclusive converted into the right to receive the Stock Consideration and binding. Neither the Company nor Non-Election Shares and Cash Election Shares shall be treated in the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted following manner: (A) If the Shortfall Number is less than or equal to the Paying Agentnumber of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and the Non-Election Shares of each holder thereof shall convert into the right to receive the Stock Consideration in respect of that number of Non-Election Shares equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and 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) Each record holder of Shares (other Not less than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately 30 days prior to the anticipated Initial Effective Time or on such other date as Kick and the Partnership mutually agree (the “Mailing Date”), which shall be entitled the mailing date of the Consent Statement/Prospectus to submit a request specifying the portion of extent practicable, the Exchange Agent shall mail an election form and other appropriate and customary transmittal materials, in such record holder's Shares which such record holder desires form mutually acceptable to have converted into Kick and the Partnership (i) the Cash Consideration (a "Cash Election"“Election Form”), (ii) to each Eligible Unitholder, as of a record date that is mutually agreed to by Kick and the Stock Consideration (a "Stock Election") or (iii) Partnership, which shall be the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as date used for the Consent Statement/Prospectus to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been madeextent practicable. (b) Elections pursuant Each Election Form shall include a request to Section 3.2(adeliver all documentation, in form and substance reasonably acceptable to the Partnership and Kick, necessary (i) shall be made on to determine whether or not such holder (A) is an Accredited Investor and (B) has the form of letter of transmittal Required Negative Tax Capital and form of election (the "Letter of Transmittal and Form of Election"ii) to be provided by admitted as a member of OpCo (the Paying Agent “Required Documentation”). If a holder of Partnership Common Units delivers an Election Form (as defined including the Required Documentation) prior to the Election Deadline, and Kick and the Partnership mutually determine, in Section 3.3(a)) to holders of record of Sharesgood faith, together with instructions for use in effecting the surrender that such unitholder satisfies all of the Certificates for payment thereforconditions specified in this Section 2.3(b) and/or the Election Form, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery then such unitholders shall be effected, and risk of loss and title entitled to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election make an election in accordance with Section 3.3(b2.3(c) (such holders eligible to make such election, the “Eligible Unitholders”). To be effective, a Letter . (c) Each Election Form shall permit each Eligible Unitholder (or the beneficial owner through customary documentation and instructions) to specify whether such holder elects to receive in respect of Transmittal and Form of Election must be such holder’s Partnership Common Units either (i) properly completed, signed and submitted to the Paying Agent at its designated office and Initial LP Merger Consideration or (ii) accompanied the Subsequent LP Merger Consideration. A holder of Partnership Common Units shall deliver an Election Form to the Exchange Agent in accordance with the instructions included in the Election Form during the period (the “Election Period”) from the Mailing Date to such date and time as mutually agreed by Kick and the Certificates representing Partnership and included in the Shares as Election Form (the “Election Deadline”); provided, that in the absence of such agreement, the Election Deadline shall be five (5) Business Days prior to which Initial Effective Time. For purposes of this Agreement, each Eligible Unitholder that properly makes an election (and does not revoke such election) to receive Subsequent LP Merger Consideration shall be an “Electing Unitholder”, and, for the avoidance of doubt, each Eligible Unitholder that does not do so, and each holder of record of Partnership Common Units that is not an Eligible Unitholder, shall not be an Electing Unitholder. (d) Any election is being shall have been properly made (or by an appropriate guarantee of delivery of such Certificates by Eligible Unitholder only if the Exchange Agent shall have actually received a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered properly completed Election Form prior to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery)Election Deadline. The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election After an election has been properly completedmade with respect to any Partnership Common Units, signed any subsequent transfer of such Partnership Common Units shall automatically revoke such election. Any Election Form may be revoked or changed by the person submitting it, by written notice received by the Exchange Agent prior to the Election Deadline. Subject to the terms of this Agreement and submitted or revoked. The decision of the Company (Election Form, the Partnership and Kick shall have discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Paying AgentElection Forms, as and any good faith decisions of the case may be) in Partnership and Kick regarding such matters shall be conclusive binding and bindingconclusive. Neither None of Kick, the Company nor Partnership or the Paying Exchange Agent will shall be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of an Election submitted to the Paying AgentForm.

Election Procedures. (a) Each record Subject to the terms of the Exchange Agent Agreement, each holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and record of shares to be cancelled in accordance with Section 3.1(b)) of Alliance Common Stock issued and outstanding immediately prior to the Effective Time (a “Holder”) shall be entitled have the right, subject to the limitations set forth in this Article 3, to submit an election on or prior to the Election Deadline in accordance with the following procedures: (a) Each Holder may specify in a request specifying made in accordance with the portion provisions of such record holder's Shares which such record holder desires to have converted into this Section 3.1 (herein called an “Election”) (i) the Cash Consideration (number of shares of Alliance Common Stock owned by such Holder with respect to which such Holder desires to make a "Cash Election"), Stock Election and (ii) the number of shares of Alliance Common Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or owned by such Holder with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed Holder desires to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which make a Cash Election has been madeElection. (b) Elections pursuant WSFS shall prepare a form reasonably acceptable to Section 3.2(a) shall be made on the form of letter of transmittal and form of election Alliance (the "Letter of Transmittal and “Form of Election"”) to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election which shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent. Elections shall be made by mailing ) so as to permit those holders to exercise their right to make an Election prior to the Paying Election Deadline. (c) Prior to the Mailing Date, WSFS shall appoint an exchange agent reasonably acceptable to Alliance (the “Exchange Agent”), for the purpose of receiving Elections and exchanging shares of Alliance Common Stock represented by Certificates for Merger Consideration, pursuant to an exchange agent agreement entered into prior to the Mailing Date (the “Exchange Agent Agreement”). As soon as reasonably practicable after the Effective Time and in any event not later than five Business Days following the Effective Time (the “Mailing Date”), the Exchange Agent shall mail to each Holder of record of a duly completed Letter of Transmittal and Certificate a Form of Election and instructions for use in accordance with Section 3.3(b)effecting the surrender of the Certificates in exchange for the Merger Consideration, in such form as Alliance and WSFS may reasonably agree. To be effectiveSubject to the terms of the Exchange Agent Agreement, any Election shall have been made properly only if the Exchange Agent shall have received, by the Election Deadline, a Letter of Transmittal and Form of Election must be (i) properly completed, completed and signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as shares of Alliance Common Stock to which the election is being made (such Form of Election relates, duly endorsed in blank or otherwise in acceptable form or by an appropriate customary guarantee of delivery of such Certificates by Certificates, as set forth in such Form of Election, from a commercial bank or trust company firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the United States or a member of a registered national security exchange or of the National Association of Securities DealersExchange Act); provided, Inc., provided that such Certificates are in fact delivered to the Paying Exchange Agent within eight Trading Days after by the date of execution of time required in such guarantee of delivery), any additional documents specified in the procedures set forth in the Form of Election. The Company Failure to deliver shares of Alliance Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall determinebe deemed to invalidate any otherwise properly made Election, unless otherwise determined by WSFS, in its sole and absolute discretion. As used herein, unless otherwise agreed in advance by Alliance and WSFS, “Election Deadline” means 5:00 p.m. local time (in the city in which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision principal office of the Company (or Exchange Agent is located) on the Paying Agentdate that is 30 days following the Effective Time. WSFS shall issue a press release announcing the anticipated date of the Election Deadline not more than 10 Business Days before, as and at least five Business Days prior to, the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying AgentDeadline.

Election Procedures. (ai) Each person who, on or prior to the Election Date (as defined in Section 2.2(d)(ii)), is a record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying specify, in accordance with this Section 2.2(d), (x) the portion number of such record holder's Shares (including Restricted Shares (as defined in Section 2.3(c)) and, if the Shares to which the election relates are represented by Certificates, the particular Shares, with respect to which such record holder desires to have converted into makes a Cash Election and (iy) the Cash Consideration number of such holder's Shares (including Restricted Shares) and, if the Shares to which the election relates are represented by Certificates, the particular Shares, with respect to which such holder makes a "Cash Stock Election"), . (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference Parent shall prepare and file as an exhibit to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares Form F-4 (a "Non-Election"). Shares as defined in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g6.2(a)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") in form and substance reasonably acceptable to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective TimeCompany. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith any certificates representing Shares ("Certificates") shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b)and any Certificates. To be effective, a Letter of Transmittal and The Company shall mail the Form of Election must with the Company Proxy Statement (as defined in Section 6.2(a)) to all persons who are record holders of Shares as of the record date for the Stockholders Meeting (as defined in Section 6.1(a)). The Form of Election shall be used by each record holder of Shares (ior, in the case of nominee record holders, the beneficial owner through proper instructions and documentation) who wishes to make a Cash Election and/or a Stock Election for any or all Shares (including Restricted Shares) held by such holder. The Company shall use its reasonable best efforts to make the Form of Election, together with a copy of the Company Proxy Statement, available to all persons who become record holders of Shares during the period between the record date for the Stockholders Meeting and the Election Date. Any holder's Election shall have been properly completed, signed and submitted to made only if the Paying Exchange Agent (as defined in Section 2.6(a)) shall have received at its designated office office, by 5:00 p.m., New York City time, on (A) the date of the Stockholders Meeting or (B) if the Closing Date is more than four business days following the Stockholders Meeting, the date that is two business days prior to the Closing Date (the "Election Date"), a Form of Election properly completed and (ii) accompanied by the Certificates representing signed and, if the Shares as to which the election is being made Cash Election and/or Stock Election relate are represented by Certificates, the Form of Election shall have been accompanied by Certificates representing those Shares 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 by as set forth in such Form of Election from a commercial bank or trust company firm which is an "eligible guarantor institution" (as defined in Rule 17Ad-15 under the United States or a member Securities Exchange Act of a registered national security exchange or of 1934, as amended (the National Association of Securities Dealers"Exchange Act")); provided, Inc.that, provided such Certificates are in fact delivered to the Paying Exchange Agent within eight Trading Days after by the date of execution of time set forth in such guarantee of delivery). The After a Cash Election or a Stock Election is validly and properly made with respect to any Shares, no further registration of transfers of such Shares shall be made on the stock transfer books of the Company, unless and until such Cash Election or Stock Election is properly revoked in accordance with Section 2.2(d)(iii). Parent and the Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part announce the anticipated Election Date at least five business days prior to the Paying Agentanticipated Closing Date. If the Closing Date is delayed to a subsequent date, whether the Election Date shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any Letter such delay and, when determined, the rescheduled Election Date. (iii) Any Cash Election or Stock Election may be revoked with respect to all or a portion of Transmittal and the Shares subject thereto by the holder who submitted the applicable Form of Election has been properly completedby written notice received by the Exchange Agent prior to 5:00 p.m., signed New York City time, on the Election Date. In addition, all 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 represented by Certificates, Certificates representing such Shares shall be promptly returned to the holder that submitted or revoked. the same to the Exchange Agent. (iv) The decision determination of the Company Exchange Agent (or the Paying determination of Parent, after reasonable consultation with 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 and Stock Elections shall have been properly made or revoked pursuant to this Section 2.2(d) and as to when Cash Elections, Stock Elections and revocations were received by the Exchange Agent. The Exchange Agent (or Parent, after reasonable consultation with the Company, 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 2.2(c), and absent manifest error this computation shall be conclusive and binding. The Exchange Agent may, with the written agreement of Parent, after Parent's reasonable consultation with the Company, make any rules as are consistent with this Section 2.2(d) for the implementation of the Cash Elections and Stock Elections provided for in this Agreement as shall be necessary or desirable to effect these Cash Elections and Stock Elections. (v) To the extent practicable, the Form of Election shall permit each holder that beneficially owns Shares and/or whose affiliates beneficially own Shares in more than one name or account to specify how to allocate the Per Share Cash Consideration and Parent Depository Shares or Parent Ordinary Shares, as the case may be) , to be issued in the Merger among the various accounts that such matters shall be conclusive holder of Shares beneficially owns and, with the requisite consent of such holder's affiliates, among the accounts beneficially owned by such holder and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Agentits affiliates.

Election Procedures. Each holder of record of shares of Company Common Stock to be converted into the right to receive the Merger Consideration in accordance with, and subject to, Sections 1.6 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) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled Holder may specify in a request made in accordance with the provisions of this Section 3.1(b)2.2 (herein called an “Election”) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a "Cash Election"), Stock Election and (ii) the number of shares of Company Common Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or owned by such Holder with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed Holder desires to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which make a Cash Election has been madeElection. (b) Elections pursuant Parent shall prepare a form reasonably acceptable to Section 3.2(a) shall be made on the Company, including appropriate and customary transmittal materials in such form of letter of transmittal as prepared by Parent and form of election reasonably acceptable to the Company (the "Letter of Transmittal and “Form of Election"”), so as to permit Holders to exercise their right to make an Election. (c) to be provided by Parent (i) shall initially make available and mail the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title not less than twenty (20) business days prior to the Certificates transmitted therewith shall pass, only upon proper delivery anticipated Election Deadline to Holders of record as of the Certificates business day prior to the Paying Agent. Elections shall be made by such mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effectivedate, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office 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 who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by the any Old Certificates representing the Shares as all certificated shares to which the election is being made (such Form of Election relates or by an appropriate customary guarantee of delivery of such Certificates by Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States or a member of a registered national security exchange or 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 National Association Exchange Agent 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 Company and Parent shall cooperate to issue a press release reasonably satisfactory to each of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after them announcing the date of execution of such guarantee of delivery). The Company shall determinethe Election Deadline not more than fifteen (15) business days before, in its sole and absolute discretionat least five (5) business days prior to, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying AgentDeadline.

Election Procedures. An election form as Washington Mutual and Dime shall mutually agree (a"Election Form") Each record holder of Shares (other will be sent no later than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately 15 Business Days prior to the expected Effective Time shall (provided that it need not be entitled sent until the Requisite Regulatory Approvals (as defined in Section 8.1(c)) have been obtained) to submit each holder of record of Dime Common Stock and to each holder of record of warrants (each, a request specifying "Warrant Holder") with respect to Deemed Shares (as defined in the portion Voting/Purchase Agreement) permitting such holder (or in the case of such nominee record holder's Shares which such record holder desires to have converted into holders, the beneficial owner through proper instructions and documentation) (i) to elect to receive Washington Mutual Common Stock with respect to each share of such holder's Dime Common Stock as provided herein or, in the Cash Consideration case of each Warrant Holder, Deemed Shares as provided herein (a the "Cash Election"), (ii) the Dime Stock Consideration (a "Stock ElectionElection Shares") or (iiiii) to elect to receive cash with respect to each share of such holder's Dime Common Stock as provided herein or, in the Mixed Consideration case of each Warrant Holder, with respect to the Deemed Shares as provided herein (a the "Mixed ElectionDime Cash Election Shares"). Any shares of Dime Common Stock or Deemed Shares with respect to which the holder thereof or the Warrant Holder shall not, as of the Election Deadline, have made such an election by submission to an exchange agent that Washington Mutual shall designate with Dime's reasonable consent (the "Exchange Agent"), or to indicate that such record holder has no preference as to the receipt of Cash Considerationon an effective, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-properly completed Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") Form shall be deemed to be Dime Stock Election Shares. Any Dissenting Shares in respect of which a shall be deemed to be Dime Cash Election has been made. (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together and with instructions for use respect to such shares the holders thereof shall in effecting the surrender no event receive consideration comprised of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (or by an appropriate guarantee of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying AgentWashington Mutual Common Stock.

Election Procedures. Each holder of record of shares of Company Common Stock to be converted into the right to receive the Merger Consideration in accordance with, and subject to, this Article III (a “Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election in accordance with the following procedures: (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled Holder may specify in a request made in accordance with the provisions of this Section 3.1(b)3.3 (herein called an “Election”) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a "Cash Election"), Stock Election and (ii) the number of shares of Company Common Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or owned by such Holder with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such Holder desires to make a Cash Election. Holders of record of Company Common Stock who hold such Company Common Stock as nominees, trustees or in other representative capacities may submit a separate Form of Election on or before the Election Deadline with respect to each beneficial owner for whom such nominee, trustee or representative holds such Company Common Stock. Any Holder who makes an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed required to be Shares waive all appraisal rights in respect of which a Cash Election has been madeconnection with making such Election. (b) Elections Prior to the mailing of the Proxy Statement/Prospectus pursuant to Section 3.2(a6.16(a), the Company and Parent shall, at Parent’s expense, jointly engage a nationally-recognized financial institution reasonably satisfactory to Parent to act as paying agent (the “Paying Agent”) for the purpose of receiving elections and exchanging, in accordance with this Article III, Company Common Stock for the Merger Consideration. (c) Parent shall be made on the form of letter of transmittal and prepare a form of election reasonably acceptable to the Company, including appropriate and customary transmittal materials in such form as prepared by Parent and reasonably acceptable to the Company (the "Letter of Transmittal and “Form of Election"”), so as to permit Holders to exercise their right to make an Election, and (i) to be provided by shall direct the Paying Agent (as defined in Section 3.3(a)) to mail the Form of Election with the Proxy Statement/Prospectus to the record holders of record of Shares, together with instructions for use in effecting the surrender Company Common Stock as of the Certificates record date for payment thereforthe Company Stockholders Meeting, and (ii) following such mailing date, shall use reasonable best efforts to make available as soon promptly as practicable following a Form of Election to any stockholder who requests such Form of Election prior to the Effective Time. The Letter of Transmittal and Election Deadline, which Form of Election shall specify that delivery be used by each record holder of shares of Company Common Stock who wishes to make an Election. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, have been made properly only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to if the Paying Agent shall have received, during the Election Period, a duly completed Letter of Transmittal and Form of Election properly completed and signed (including duly executed transmittal materials included in accordance with Section 3.3(b). To be effectivethe Form of Election) and accompanied by a certificate or certificates representing outstanding shares of Company Common Stock (the “Certificates”) (or, a Letter in lieu of Transmittal such Certificates, affidavits and agreements of indemnification regarding the loss of such Certificates) to which such Form of Election must be (i) properly completedrelates, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (or by an appropriate customary guarantee of delivery of such Certificates by Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., (provided that such Certificates are in fact delivered to the Paying Agent within eight Trading Days after by the date of execution of time required in such guarantee of delivery) or by, in the case of holders of uncertificated shares of Company Common Stock (the “Uncertificated Shares”), any additional documents specified in the procedures set forth in the Form of Election. 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 Paying Agent is located) on the date which the Parties shall agree is as near as practicable to six Business Days preceding the Closing Date. The Company and Parent shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part cooperate to issue a press release reasonably satisfactory to each of them announcing the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision date of the Company (or Election Deadline not more than 15 Business Days before, and at least five Business Days prior to, the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying AgentDeadline.

Election Procedures. (a) Each record holder Parent shall designate an exchange agent to act as agent (the “Exchange Agent”) for purposes of Shares (other than Dissenting Sharesconducting the election procedure and the exchange procedure described in Sections 3.03 and 3.04. Provided that the Company has delivered, if any, Shares owned by Textron and shares or caused to be cancelled in accordance with Section 3.1(b)delivered, to the Exchange Agent all information which is necessary for the Exchange Agent to perform its obligations as specified herein, the Exchange Agent shall, no later than the twenty-fifth (25th) issued and outstanding immediately Business Day prior to the anticipated Effective Time shall be entitled Date, mail or make available to submit each holder of record of a request specifying the portion of such record holder's Shares which such record holder desires to have converted into Certificate or Certificates: (i) the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) notice and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election which shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent. Elections shall be made by mailing ) advising such holder of the anticipated effectiveness of the Merger and the procedure for surrendering to the Paying Exchange Agent a duly completed Letter such Certificate or Certificates in exchange for the consideration set forth in Section 3.01(d) hereof deliverable in respect thereof pursuant to this Agreement and (ii) an election form in such form as Parent and the Company shall mutually agree (the “Election Form”). (b) Each Election Form shall permit the holder (or in the case of Transmittal nominee record holders, the beneficial owner through proper instructions and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be documentation): (i) properly completed, signed and submitted to elect to receive Parent Common Stock with respect to all of such holder’s Company Common Stock as hereinabove provided (the Paying Agent at its designated office and “Stock Election Shares”), (ii) accompanied by the Certificates representing the Shares as to which the election is being made (or by an appropriate guarantee of delivery elect to receive cash with respect to all of such Certificates by holder’s Company Common Stock as hereinabove provided (the “Cash Election Shares”), (iii) to elect to receive Parent Common Stock with respect to part of such holder’s Company Common Stock and to receive cash with respect to the remaining part of such holder’s Company Common Stock as hereinabove provided (a commercial bank or trust company in “Mixed Election”), or (iv) to indicate that such holder makes no such election with respect to such holder’s shares of Company Common Stock (the United States or “No-Election Shares”). (c) With respect to each holder of Company Common Stock who makes a member Mixed Election, the shares of a registered national security exchange or Company Common Stock such holder elects to be converted into the right to receive Parent Common Stock shall be treated as Stock Election Shares and the shares such holder elects to be converted into the right to receive cash shall be treated as Cash Election Shares for purposes of the National Association provisions contained in Sections 3.03(b), 3.03(g) and 3.03(h). Nominee record holders who hold Company Common Stock on behalf of Securities Dealersmultiple beneficial owners shall indicate how many of the shares held by them are Stock Election Shares, Inc., provided such Certificates are in fact delivered Cash Election Shares and No-Election Shares. (d) If a shareholder either (i) does not submit a properly completed Election Form prior to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole Election Deadline or in part (ii) revokes an Election Form prior to the Paying AgentElection Deadline and does not resubmit a properly completed Election Form prior to the Election Deadline, whether any Letter the shares of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in Common Stock held by such matters shareholder shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of treated as No-Election submitted to the Paying AgentShares.

Election Procedures. (ai) Each As of the Effective Time, Parent shall deposit, or shall cause to be deposited, with an exchange agent selected by Parent, with the Company's prior approval, which shall not be unreasonably withheld (the "Exchange Agent"), for the benefit of the holders of Shares, (A) certificates representing the shares of Parent Common Stock, (B) cash and (C) any dividends or other distributions with respect to the Parent Common Stock to be issued or paid pursuant to Sections 4.1 and 4.2(d) in exchange for outstanding Shares upon due surrender of the Certificates pursuant to the provisions of this Article IV (such cash and certificates for shares of Parent Common Stock, together with the amount of any dividends or other distributions payable with respect thereto, being hereinafter referred to as the "Exchange Fund"). (ii) Subject to allocation and proration in accordance with the provisions of this Section 4.2 and Section 4.5, if appropriate, each record holder of Shares (other than Dissenting Excluded Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately immedi- ately prior to the Effective Time Election Deadline (as defined below) shall be entitled (A) to submit a request specifying the portion elect to receive in respect of each such record holder's Shares which such record holder desires to have converted into Share (ix) the Cash Consideration (a "Cash Election"), ) or (iiy) the Stock Consideration (a "Stock Election") or (iiiB) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Stock Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) 4.2 and Section 3.1(g)) 4.3 (collectively, "Non-Election Shares")) shall be deemed by Parent, in its sole and absolute discretion, subject to be Section 4.2(a), to be, in whole or in part, Shares in respect of which a Cash Election has Elections or Stock Elections have been made. (biii) Elections pursuant to Section 3.2(a4.2(b)(ii) shall be made on a form with such other provisions to be reasonably agreed upon by the form of letter of transmittal Company and form of election Parent (the a "Letter of Transmittal and Form of Election") to be provided by the Paying Exchange Agent for that purpose to holders of record of Shares (other than holders of Excluded Shares), together with appropriate transmittal materials, at the time of mailing to holders of record of Shares of the Prospectus/Proxy Statement (as defined in Section 3.3(a)6.3) in connection with the shareholders meetings referred to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying AgentSection 6.4. Elections shall be made by mailing to the Paying Exchange Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b)Election. To be effective, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (or by an appropriate guarantee of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Agent.

Election Procedures. (a) Each record holder Holders of Shares QBT Stock may elect to receive shares of BWFG Stock, cash or a combination thereof (other than Dissenting Shares, if any, Shares owned by Textron and in any case without interest) in exchange for their shares to be cancelled of QBT Stock in accordance with Section 3.1(b)the following procedures, provided that, in the aggregate, seventy-five percent (75%) of the total number of shares of QBT Stock issued and outstanding immediately prior to at the Effective Time Time, including any Dissenting Shares (the “Stock Conversion Number”), shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Stock Consideration and the remaining outstanding shares of QBT Stock shall be converted into the Cash Consideration. Shares of QBT Stock as to which a holder of QBT Stock has elected to receive the Cash Consideration (including, pursuant to a "Mixed Election) are referred to herein as “Cash Election"), (ii) Election Shares.” Shares of QBT Stock as to which a holder of QBT Stock has elected to receive the Stock Consideration (including, pursuant to a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or ) are referred to indicate that such record holder has no preference herein as “Stock Election Shares.” Shares of QBT Stock as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is no election has been made (including Shares in respect of or as to which such an election Election Form is deemed not returned properly completed) are referred to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "herein as “Non-Election Shares") shall be deemed .” The aggregate number of Stock Election Shares is referred to be Shares in respect of which a Cash herein as the “Stock Election has been madeNumber.” (b) Elections pursuant to Section 3.2(a) shall be made on the An election form of letter of and other appropriate and customary transmittal and form of election materials (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election which shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the such Certificates to the Paying Exchange Agent. Elections ), in such form as QBT and BWFG shall mutually agree (“Election Form”), shall be made by mailing mailed no more than forty (40) Business Days and no less than twenty (20) Business Days prior to the Paying Agent a duly completed Letter anticipated Effective Date or on such earlier date as QBT and BWFG shall mutually agree (the “Mailing Date”) to each holder of Transmittal and record of QBT Stock as of five (5) Business Days prior to the Mailing Date (the “Election Form of Election in accordance with Section 3.3(bRecord Date”). Each Election Form shall permit such holder, subject to the allocation and election procedures set forth in this Section 2.07, (i) to elect to receive all cash with respect to each share of QBT Stock held by such holder, (ii) to elect to receive all BWFG Stock with respect to each share of QBT Common Stock held by such holder, (iii) to elect to receive cash with respect to a part of such holder’s QBT Stock and BWFG Stock with respect to the remaining part of such holder’s QBT Stock (a “Mixed Election”), or (iv) to indicate that such record holder has no preference as to the receipt of cash or BWFG Stock for such shares. A holder of record of shares of QBT Stock who holds such shares as nominee, trustee or in another representative capacity may submit multiple Election Forms, provided that each such Election Form covers all the shares of QBT Stock held by such nominee, trustee or held in another representative capacity for a particular beneficial owner. Any shares of QBT 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 of an effective, properly completed Election Form shall be deemed Non-Election Shares. All Dissenting Shares shall be deemed Cash Election Shares, and with respect to such shares the holders thereof shall in no event receive consideration comprised of BWFG Stock, subject to Section 2.06; provided, however, that for purposes of making the proration calculations provided for in this Section 2.07 only Dissenting Shares as existing at the Effective Time shall be deemed Cash Election Shares. (c) To be effective, a Letter properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., Eastern time, on the twenty-fifth (25th) day following the Mailing Date (or such other time and date as QBT and BWFG may mutually agree) (the “Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Closing Date. QBT shall make available Election Forms as may be reasonably requested by all Persons who become holders (or beneficial owners) of Transmittal QBT Stock between the Election Form Record Date and the close of business on the Business Day prior to the Election Deadline. QBT shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of QBT Stock covered by such Election must be Form, together with duly executed transmittal materials included with the Election Form. If a QBT shareholder either (i) does not submit a properly completed, signed and submitted to the Paying Agent at its designated office and completed Election Form in a timely fashion or (ii) accompanied 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 QBT Stock held by such shareholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the Person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. BWFG shall cause the Certificate or Certificates representing relating to any revoked Election Form to be promptly returned without charge to the Shares as Person submitting the Election Form to which the election is being made (or by an appropriate guarantee Exchange Agent. Subject to the terms of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or this Agreement and of the National Association of Securities DealersElection Form, Inc.the Exchange Agent shall have discretion to determine when any election, provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole modification or revocation is received and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election such election, modification or revocation has been properly completedmade. (d) If the Stock Election Number exceeds the Stock Conversion Number, signed then all Cash Election Shares and submitted or revoked. The decision all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and each holder of Stock Election Shares will be entitled to receive the Company Stock Consideration only with respect to that number of Stock Election Shares held by such holder (or rounded to the Paying Agentnearest whole share) 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. (e) 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 case may be) in such matters “Shortfall Number”), then all Stock Election Shares shall be conclusive converted into the right to receive the Stock Consideration and binding. Neither the Company nor Non-Election Shares and Cash Election Shares shall be treated in the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted following manner: (i) if the Shortfall Number is less than or equal to the Paying Agentnumber of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder (rounded to the nearest whole share) 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 (ii) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares held by such holder (rounded to the nearest whole share) 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) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and record of shares of Company Common Stock to be cancelled converted into the right to receive the Merger Consideration in accordance with, and subject to, Section 2.1 (a “Holder”) shall have the right, subject to the limitations set forth in this Section 2.2, to submit an election in accordance with Section 3.1(b)) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been madefollowing procedures. (b) Elections pursuant to Section 3.2(a) shall be Each Holder may specify in a request made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with the provisions of this Section 3.3(b). To be effective, a Letter 2.2 (herein called an “Election”) the number of Transmittal and Form shares of Election must be Company Common Stock owned by such Holder with respect to which such Holder desires to make (i) properly completed, signed and submitted to the Paying Agent at its designated office a Stock Election and (ii) a Cash Election. (c) Parent shall prepare a form reasonably acceptable to the Company, including appropriate and customary transmittal materials in such form as prepared by Parent and reasonably acceptable to the Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election. (d) Parent shall (i) 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 the business day prior to such mailing date, and (ii) following such mailing date, use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (e) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by the any Old Certificates representing the Shares as all certificated shares to which the election is being made (such Form of Election relates or by an appropriate customary guarantee of delivery of such Certificates by Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States or a member of a registered national security exchange or 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 National Association Exchange Agent 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 Company and Parent shall cooperate to issue a press release reasonably satisfactory to each of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after them announcing the date of execution of such guarantee of delivery). The Company shall determinethe Election Deadline not more than fifteen (15) business days before, in its sole and absolute discretionat least five (5) business days prior to, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying AgentDeadline.

Election Procedures. (a) Each record holder of Shares Except as provided in paragraphs (other than Dissenting Sharesb) and (c) below, compensation for services performed during a taxable year may be deferred at the Participant’s election only if any, Shares owned by Textron and shares the election to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of defer such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election compensation is made (including Shares in respect not later than the close of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been madethe preceding taxable year. (b) Elections In the case of the first year in which a Participant becomes eligible to participate in the Plan, the Participant’s election with respect to amounts deferred pursuant to Section 3.2(a) shall Sections 4.1 and 4.2 may be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") with respect to services to be provided performed subsequent to the election within 30 days after the date the Participant becomes eligible to participate in the Plan. (c) In the case of any performance-based compensation based on services performed over a period of at least 12 months as determined by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election Plan Administrator in accordance with regulatory guidance under Code Section 3.3(b). To 409A, an election may be effective, a Letter made no later than six months before the end of Transmittal and Form of the period. (d) Each Participant shall on his or her Election must be Agreement with respect to each Plan Year (i) properly completed, signed and submitted specify the percentage of Base Salary and/or the percentage of Bonus the Participant elects to the Paying Agent at its designated office and defer for such Plan Year; (ii) accompanied allocate his or her deferrals between the In-Service Distribution Option and the Retirement Distribution Option in increments of ten percent, provided, however, that 100 percent of such deferrals may be allocated to one or the other of the Distribution Options; (iii) with respect to amounts allocated to the Retirement Distribution Option for such Plan Year plus investment return credited to such amounts, elect whether such amounts will be paid in a single lump sum or in annual installments payable over five, ten, or fifteen years upon the Participant’s termination of employment with the Company; and (iv) with respect to amounts allocated to the In-Service Distribution Option for the Plan Year, elect the time and manner of distribution from among the options described in Section 7.2. Moreover, a Participant may specify in his or her Election Agreement that distribution of his or her Accounts are to be made upon the occurrence of a change in control event within the meaning of Code Section 409A and the regulations thereunder, notwithstanding any other election made hereunder. (e) A Participant can change his or her Election Agreement and an eligible Employee who is not a Participant may become a Participant, as of any January 1 by completing, signing and filing an Election Agreement with the Certificates representing Plan Administrator not later than the Shares as preceding December 31 (subject, however, to the provisions of paragraph (b) above in the case of a Participant who becomes newly eligible during the Plan Year). A Participant who does not complete a new Election Agreement for a Plan Year will be deemed to have elected not to have any Deferred Compensation for the Plan Year and will be deemed to have elected a single lump sum method of payment for any Nonelective Deferral Compensation for such Plan Year. In the event any amount is credited to the Account of Participant with respect to which no timely election concerning method of payment has been made, such amount shall be payable in the single lump sum method of payment. (f) An election of Deferred Compensation shall be irrevocable on the first day of the Plan Year (or other period) to which it relates, except that in the case of a hardship distribution within the meaning of Treas. Reg. §1.401(k)-1(d)(3), the election is being made (or by an appropriate guarantee of delivery of such Certificates by a commercial bank or trust company in may be cancelled for the United States or a member of a registered national security exchange or remainder of the National Association of Securities Dealers, Inc., provided such Certificates are Plan Year. (g) All Election Agreements shall be in fact delivered a form acceptable to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company Plan Administrator and shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly be completed, signed signed, and submitted or revoked. The decision of filed with the Company (or the Paying Agent, Plan Administrator as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Agentprovided herein.

Election Procedures. Each holder of record of shares of Company Common Stock to be converted into the right to receive the Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Sections 1.4(c)(i) and 1.5 (a “Holder”) shall have the right, subject to the limitations set forth in this Article I, to submit an election in accordance with the following procedures: (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled Holder may specify in a request made in accordance with the provisions of this Section 3.1(b)1.6 (herein called an “Election”) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (number of whole shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a "Cash Election"), Stock Election and (ii) the number of whole shares of Company Common Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or owned by such Holder with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed Holder desires to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which make a Cash Election. A Holder who holds shares of Company Common stock as nominee, trustee or in another representative capacity may submit multiple Election has been madeForms, provided that each such Election Form covers all the shares of Company Common Stock held by such representative for a particular beneficial owner. (b) Elections pursuant GWBI shall prepare a form reasonably acceptable to Section 3.2(a) shall be made on the Company, including appropriate and customary transmittal materials in such form of letter of transmittal as prepared by GWBI and form of election reasonably acceptable to Company (the "Letter of Transmittal and Form of “Election Form”), so as to permit the Holders to exercise their right to make an Election". (c) to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be GWBI (i) properly completed, signed shall initially make available and submitted mail the Election Form not less than twenty (20) Business Days prior to the Paying Agent at its designated office anticipated Election Deadline, or on such other date as the parties may agree, to Holders of record as of two (2) Business Days prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Election Form to any Holder who requests such Election Form prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, an Election Form properly completed and signed (including duly executed transmittal materials included in the Election Form) and accompanied by the any Old Certificates representing the Shares as all certificated shares to which the election is being made (such Election Form relates or by an appropriate customary guarantee of delivery of such Certificates by Old Certificates, as set forth in such Election Form, from a member of any registered national securities exchange or a commercial bank or trust company in the United States or a member of a registered national security exchange or 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 National Association Exchange Agent is located) on the date which the parties shall agree is as near as practicable to three (3) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after them announcing the date of execution the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline. Any shares of such guarantee Company Common Stock with respect to which the Holder thereof shall not, as of delivery). The Company shall determinethe Election Deadline, in its sole and absolute discretion, which authority it may delegate in whole or in part have made an Election by submission to the Paying AgentExchange Agent of an effective, whether any Letter of Transmittal and properly completed Election Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of deemed Non-Election submitted to the Paying AgentShares.

Election Procedures. Each holder of record of Shares that were converted into the right to receive the Merger Consideration pursuant to Section 2.1 (each, a “Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures (an “Election”): (a) Each record holder Parent shall prepare a form reasonably acceptable to the Company (the “Form of Shares Election”) which shall be mailed to Holders so as to permit Holders to exercise their right to make an Election prior to the Election Deadline. (other than Dissenting Shares, if any, Shares owned by Textron and shares b) Parent shall use commercially reasonable efforts to cause the Form of Election to be cancelled sent to Holders as soon as reasonably practicable (and in accordance no event later than five (5) business days) after the Effective Time and to make available as promptly as reasonably practicable following a request therefor a Form of Election to any Holder who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. (c) Each Form of Election shall permit Holders (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 Section 3.1(b)respect to the receipt of the Cash Consideration or the Stock Consideration; provided, however, that, notwithstanding any other provision of this Agreement to the contrary, 5,206,838 Shares issued and outstanding immediately prior to the Effective Time (the “Stock Conversion Number”) shall be converted into the Stock Consideration and the remaining Shares issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "the “Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"Number”). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed as to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (Shares that constitute Dissenting Shares as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, Election Deadline are referred to herein as soon “Cash Election Shares.” Shares as practicable following the Effective Time. The Letter of Transmittal and to which a Stock Election has been made are referred to herein as “Stock Election Shares.” Shares as to which no election has been made (or as to which a Form of Election shall specify that delivery shall be effectedis not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of Shares with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.” For the avoidance of doubt, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent if a duly Holder does not submit a properly completed Letter of Transmittal and Form of Election in accordance a timely fashion, the Shares held by such Holder shall be designated Non-Election Shares. (d) Any Election shall have been made properly only if the Person authorized to receive Elections and to act as exchange agent in connection with Section 3.3(bthe transactions contemplated by this Agreement, which Person shall be selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”). To be effective, a Letter pursuant to an agreement reasonably acceptable to Parent and the Company entered into prior to the mailing of Transmittal and the Form of Election must be to Holders (i) the “Exchange Agent Agreement”), shall have received, by the Election Deadline, a Form of Election properly completed, completed and signed and submitted to accompanied by, in the Paying Agent at its designated office and (ii) accompanied by the case of physical certificates representing Shares, Certificates representing the Shares as to which the election is being made (such Form of Election relates or by an appropriate customary guarantee of delivery of such Certificates by Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., States; provided that such Certificates are in fact delivered to the Paying Exchange Agent within eight Trading Days after by the date of execution of time required in such guarantee of delivery). The Company Failure to deliver physical certificates representing Shares covered by such a guarantee of delivery within the time set forth on such guarantee shall determinebe deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole and absolute reasonable discretion. For uncertificated Shares held in book entry form (a “Book-Entry Share”), Parent shall establish Election procedures for such Shares, which authority it may delegate in whole or in part procedures shall be reasonably acceptable to the Paying AgentCompany. In the event that a Holder has provided a notice of intent to demand payment (a “Notice of Dissenter’s Intent”) pursuant to Section 13.21 of the MBCA, whether any Letter Election submitted by such Holder (unless such Notice of Transmittal Dissenter’s Intent shall have been withdrawn prior to the Election Deadline) shall be deemed invalid. (e) As used herein, unless otherwise agreed in writing by Parent and the Company, “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 date that is twenty (20) business days following, but not including, the date of mailing of the Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying AgentElection.

Election Procedures. Each holder of record of shares of First Charter Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled Holder may specify in a request made in accordance with the provisions of this Section 3.1(b)2.1 (each, an “Election”) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (number of shares of First Charter Common Stock owned by such Holder with respect to which such Holder desires to make a "Cash Election"), Stock Election and (ii) the number of shares of First Charter Common Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or owned by such Holder with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed Holder desires to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which make a Cash Election has been madeElection. (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following Before the Effective Time, Fifth Third shall appoint a bank or trust company mutually agreeable to First Charter, or Fifth Third’s transfer agent, pursuant to an agreement (the “Exchange Agent Agreement”) to act as exchange agent ( the “Exchange Agent”) hereunder. The Letter of Transmittal An election form and Form of Election other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the such Certificates to the Paying Exchange Agent. Elections ), in such form as First Charter and Fifth Third shall mutually agree (the “Election Form”), shall be made by mailing mailed no more than 40 business days and no less than 26 business days before the anticipated Effective Time or on such earlier date as First Charter and Fifth Third shall mutually agree (the “Mailing Date”) to each Holder as of five business days before the Mailing Date (the “Election Form Record Date”). Each Election Form shall permit such Holder, subject to the Paying Agent a duly completed Letter allocation and election procedures set forth in this Section 2.1, to (i) elect to receive the Cash Consideration for all of Transmittal and Form the shares of Election First Charter Common Stock held by such Holder in accordance with Section 3.3(b1.4(c), (ii) elect to receive the Stock Consideration for all of such shares in accordance with Section 1.4(c), (iii) elect to receive the Stock Consideration for a part of such Holder’s First Charter Common Stock and the Cash Consideration for the remaining part of such Holder’s First Charter Common Stock or (iv) indicate that such Holder has no preference as to the receipt of cash or Fifth Third Common Stock for such shares (a “Non-Election”). A Holder 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 First Charter Common Stock held by such Representative for a particular beneficial owner. Any shares of First Charter Common Stock with respect to which the Holder thereof has not, as of the Election Deadline, made an election by submission to the Exchange Agent of an effective, properly completed Election Form shall be deemed Non-Election Shares. (c) To be effective, a Letter properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., Charlotte, North Carolina time, on the day indicated on the Election Form (or such other time and date as Fifth Third and First Charter may mutually agree) (the “Election Deadline”); provided, however, that the Election Deadline may not occur before the 25th day following the Mailing Date or after the business day prior to Closing Date. Fifth Third shall use all reasonable efforts to make available as promptly as possible an Election Form to any Holder who requests such Election Form following the initial mailing of Transmittal the Election Forms and before the Election Deadline. First Charter shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An Election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of First Charter Common Stock covered by such Election must be Form, together with duly executed transmittal materials included with the Election Form. If a Holder either (i) does not submit a properly completed, signed and submitted to the Paying Agent at its designated office and completed Election Form in a timely fashion or (ii) accompanied revokes its Election Form before the Election Deadline (without later submitting a properly completed Election Form before the Election Deadline), the shares of First Charter Common Stock held by such Holder shall be designated as Non-Election Shares. Any Holder may revoke or change his or her Election by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or before the Election Deadline. Fifth Third shall cause the Certificate or Certificates representing relating to any revoked Election Form to be promptly returned without charge to the Shares as person submitting the Election Form to which the election is being made (or by an appropriate guarantee Exchange Agent. Subject to the terms of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or this Agreement and of the National Association of Securities DealersElection Form, Inc.the Exchange Agent shall have discretion to determine when any Election, provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole modification or revocation is received and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election such Election, modification or revocation has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Agentmade.

Election Procedures. (a) Each record holder of Shares record of shares of Company Common Stock (other than Dissenting Shares, if any, Shares owned by Textron and shares including each share of Company Common Stock issued upon actual exercise (whether for cash or on a net exercise basis pursuant to be cancelled in accordance with the last sentence of Section 3.1(b3.9(e)) of Company Options or Company Warrants) issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, Dissenting Shares, Assumed Warrants and Assumed Options) and each Non-Assumed Holder (each, a “Holder”), shall be entitled 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) Each Holder may specify in a written request specifying made in accordance with the provisions of this Section 3.2 (herein called an “Election”) to receive shares of Parent Common Stock in lieu of all or any portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"), otherwise payable with respect to each share of Company Common Stock held by such Holder pursuant to Section 3.1(a)(ii) or (ii) the Stock Consideration (a "Stock Election"cash consideration otherwise payable to such Holder pursuant to Section 3.9(b) or (iii) the Mixed Consideration (a "Mixed Election"c), and, in each such case, the cash consideration otherwise so payable shall be automatically reduced. Notwithstanding the foregoing or to indicate that such record holder has no preference as any other provision of this Agreement to the receipt contrary, no Holder may elect to reduce the cash consideration payable to such Holder pursuant to Section 3.1(a)(ii) or Section 3.9(b) or (c), as applicable, below the amount of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election")the withholding and deductions required pursuant to Section 3.10. Shares in respect In the event of which a Non-any Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) 3.2, the respective meanings assigned to the terms “Cash Consideration,” “Stock Consideration,” “Closing Merger Consideration,” and Section 3.1(g)) (collectively, "Non-Election Shares") “Aggregate Merger Consideration” shall be deemed modified to be Shares in respect of which a Cash Election has been madegive effect to such Election. (b) Elections pursuant Parent shall prepare a form reasonably acceptable to Section 3.2(a) shall be made on the form of letter of transmittal and form of election Company (the "Letter of Transmittal and “Form of Election") ”), which shall be mailed or caused to be provided mailed by the Paying Agent Company to all Holders so as to permit the Holders to exercise their right to make an Election prior to the Election Deadline in accordance with this Section 3.2. (as defined in Section 3.3(a)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 record of Shares, together with instructions for Company Common Stock entitled to vote at the Shareholder Meeting and shall thereafter use in effecting the surrender of the Certificates for payment therefor, its reasonable best efforts to make available as soon promptly as practicable following the Effective Time. The Letter of Transmittal and possible a Form of Election to all Persons entitled to the consideration set forth in Section 3.9(b) or (c) or who become holders of shares of Company Common Stock during the period following the record date for the Shareholder Meeting and prior to the Election Deadline. (d) Any Election shall specify that delivery 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 effected, an independent and risk of loss non-affiliated bank or trust company selected by Parent and title reasonably acceptable to the Certificates transmitted therewith shall passCompany (the “Exchange Agent”), only upon proper delivery pursuant to an agreement (the “Exchange Agent Agreement”) (in form and substance reasonably satisfactory to the Company) entered into prior to the mailing of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effectiveto the Holders, shall have received, by the Election Deadline, a Letter of Transmittal and Form of Election must be (i) properly completed, completed and signed and submitted to (in the Paying Agent at its designated office and (iicase of any shares of Company Common Stock that are not, or are not deemed, Book-Entry Shares) accompanied by the Certificates representing the Shares as 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 election is being made (books of the Company or by an appropriate customary guarantee of delivery of such Certificates by Certificates, as set forth in such Form of Election, from a commercial bank or trust company firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the United States or a member of a registered national security exchange or of the National Association of Securities Dealers1934 Act); provided, Inc., provided that such Certificates are in fact delivered to the Paying Exchange Agent within eight Trading Days after by the date of execution of 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. The Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth in such guarantee shall determinebe 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 authority it may delegate in whole or in part the principal office of the Exchange Agent is located) on the later of (i) the day immediately prior to the Paying Agent, whether any Letter date of Transmittal the Shareholder Meeting and Form of Election has been properly completed, signed (ii) the date that Parent and submitted or revokedthe Company shall agree is five (5) Business Days prior to the expected Closing Date. The decision Company and Parent shall cooperate to issue a press release reasonably satisfactory to each of them announcing the anticipated date of the Company Election Deadline not more than fifteen (or 15) Business Days before, and at least five (5) Business Days prior to, the Paying AgentElection Deadline. If the Closing is delayed to a subsequent date, as the case may be) in such matters Election Deadline shall be conclusive similarly delayed and binding. Neither the Company nor the Paying Agent will be under any obligation and Parent shall cooperate to notify any person of any defect in a Letter of Transmittal promptly publicly announce such rescheduled Election Deadline and Form of Election submitted to the Paying AgentClosing.

Election Procedures. Each holder of record of Company Shares (other than Cancelled Shares or Dissenting Shares) (each, a “Holder”) shall have the right, subject to the limitations set forth in this Article 2, to submit an election on or prior to the Election Deadline in accordance with the procedures set forth in this Section 2.8. (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled Holder may specify in a request made in accordance with the provisions of this Section 3.1(b)2.8 (an “Election”) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (number of Company Shares owned by such Holder with respect to which such Holder desires to make a "Cash Mixed Election"), (ii) the Stock Consideration (number of such Company Shares with respect to which such Holder desires to make a "Stock Cash Election") or , (iii) the Mixed Consideration (a "Mixed Election"), or number of Company Shares owned by such Holder with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an Holder desires to make a Stock Election and (iv) the particular shares for which such Holder desires to make any such election, and the order in which either such election is deemed to have been made pursuant apply to this any such shares if the election is subject to proration under Section 3.2(a) and Section 3.1(g2.1(c)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) The Company shall be made on the form of letter of transmittal and prepare a form of election reasonably acceptable to Parent (the "Letter of Transmittal and “Form of Election"”), which shall be mailed by the Company to Holders so as to permit such Holders to exercise their right to make an Election prior to the Election Deadline. (c) The Company shall mail or cause to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment thereformailed or delivered, as soon as practicable following applicable, the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk to Holders as of loss and title the record date for the Company Stockholders Meeting not less than twenty (20) Business Days prior to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of anticipated Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (or by an appropriate guarantee of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery)Deadline. The Company shall determine, in its sole make available one or more Forms of Election as may reasonably be requested from time to time by all Persons who become Holders during the period following the record date for the Company Stockholders Meeting and absolute discretion, which authority it may delegate in whole or in part prior to the Paying AgentElection Deadline. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, whether any Letter of Transmittal and by the Election Deadline, a Form of Election has been properly completed, completed and signed and submitted accompanied by (i) the Certificates, if any, to which such Form of Election relates, duly endorsed in blank or revoked. The decision otherwise in form acceptable for transfer on the books of the Company (or the Paying Agentaffidavits of loss in lieu of such Certificates as provided in Section 2.2(e)), as and (ii) in the case may be) of Book-Entry Shares, any additional documents specified in such matters shall be conclusive and binding. Neither the Company nor procedures set forth in the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election. As used herein, unless otherwise agreed in advance by the parties, “Election submitted Deadline” means 5:00 p.m., New York City time, on the date that the Parties shall agree is as near as practicable to two (2) Business Days preceding the Paying AgentClosing Date.

Election Procedures. (a) Each record holder Holders of Company Common Stock may elect to receive shares of Parent Non-Voting Common Stock (a “Non-Voting Stock Election”) or Parent Voting Common Stock (a “Voting Stock Election”) (in either case without interest) in exchange for their Company Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion procedures set forth herein. Shares of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"), (ii) the Parent Non-Voting Common Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Voting Election is made (including Shares in respect of which such an election is deemed including, pursuant to have a Mixed Election) has been made are referred to herein as “Non-Voting Election Shares”. Shares of Parent Voting Common Stock as to which a Voting Election (including, pursuant to this Section 3.2(aa Mixed Election) and Section 3.1(g)) (collectively, "Non-has been made are referred to herein as “Voting Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made”. (b) Elections pursuant to Section 3.2(a) shall be made on the An election form of letter of and other appropriate and customary transmittal and form of election materials (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election which shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the such Certificates to the Paying Exchange Agent. Elections ), in such form as Company and Parent shall mutually agree (“Election Form”), shall be made by mailing mailed no more than forty (40) Business Days and no less than twenty (20) Business Days prior to the Paying Agent a duly completed Letter anticipated Effective Time or on such earlier date as Company and Parent shall mutually agree (the “Mailing Date”) to each holder of Transmittal and record of Company Common Stock as of five (5) Business Days prior to the Mailing Date (the “Election Form Record Date”). Each Election Form shall permit such holder, subject to the election procedures set forth in this Section 3.2, (i) to elect to receive the Non-Voting Common Stock Consideration for all of Election the Company Shares held by such holder, in accordance with Section 3.3(b3.1(c)(i); (ii) to elect to receive the Voting Common Stock Consideration for all of such Company Shares, in accordance with Section 3.1(c)(ii); (iii) to elect to receive the Non-Voting Common Stock Consideration for a part of such holder’s Company Common Stock and Voting Common Stock Consideration for the remaining part of such holder’s Company Common Stock; or (iv) to indicate that such record holder has no preference as to the receipt of Parent Non-Voting Common Stock or Parent Voting Common Stock for such Company Shares. A holder of record of Company Shares who holds such Company Shares as nominee, trustee or in another representative capacity (a “Holder Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the Company Shares held by such Holder Representative for a particular beneficial owner. Any Company Shares with respect to which the holder thereof shall not, as of the Election Deadline, have made an election by submission to the Exchange Agent of an effective, properly completed Election Form shall be deemed Non-Election Shares. (c) To be effective, a Letter of Transmittal and properly completed Election Form of Election must shall be (i) properly completed, signed and submitted to the Paying Exchange Agent at its designated office and on or before 5:00 p.m., (iiPacific time), on the twentieth (20th) accompanied by day following the Certificates representing the Shares as to which the election is being made Mailing Date (or by an appropriate guarantee of delivery of such Certificates by a commercial bank other time and date as the Company and Parent may mutually agree) (the “Election Deadline”); provided, however, that the Election Deadline may not occur on or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery)Closing Date. The Company shall determineuse its reasonable best efforts to make available up to two separate Election Forms, in its sole or such additional Election Forms as Parent may permit, to all Persons who become holders (or beneficial owners) of Company Common Stock between the Election Form Record Date and absolute discretion, which authority it may delegate in whole or in part the close of business on the business day prior to the Paying Election Deadline. The Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) and/or evidence of Book-Entry Shares representing all Company Shares covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If a holder of Company Common Stock 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 Company Shares held by such stockholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. Parent shall cause the Certificates and/or Book-Entry Shares relating to any revoked Election Form to be promptly returned without charge to the person submitting the Election Form to the Exchange Agent. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have discretion to determine when any election, modification or revocation is received and whether any Letter of Transmittal and Form of Election such election, modification or revocation has been properly completedmade. All elections shall be revoked automatically if the Exchange Agent is notified in writing by Parent or the Company, signed and submitted upon exercise by Parent or revoked. The decision of the Company (of its respective or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation their mutual rights to notify any person of any defect in a Letter of Transmittal and Form of Election submitted terminate this Agreement to the Paying Agentextent provided under Article VIII, that this Agreement has been terminated in accordance with Article VIII.

Election Procedures. (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Any Merger Cash Election has been made. (b) Elections pursuant to Section 3.2(a) or Merger Stock Election shall be made on the a form of letter of transmittal and form of election furnished by Parent for that purpose (the "Letter of Transmittal and a “Merger Form of Election") ”), which form may be part of the letter of election and transmittal delivered to be provided by the Paying Agent (as defined in Section 3.3(a)) to former holders of record shares of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable Company Common Stock promptly following the Effective Time. The Letter Holders of Transmittal and record who hold shares of Company Common Stock as nominees, trustees or in other representative capacities may submit multiple Merger Form of Election shall specify that delivery shall be effected, and risk on behalf of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b)their respective beneficial holders. To be effective, a Letter of Transmittal and Merger Form of Election must be (i) properly completed, signed and submitted to the Paying Exchange Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (or by an appropriate guarantee of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealersoffice, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days 45 calendar days after the date of execution of such guarantee of deliveryClosing Date (the “Merger Election Deadline”). The Company Parent shall determine, in its sole and absolute reasonable discretion, which authority it may delegate in whole or in part to the Paying Exchange Agent, whether any Letter of Transmittal and Form Merger Forms of Election has have been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company Parent nor the Paying Exchange Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Merger Form of Election submitted to the Paying Exchange Agent. A holder of shares of Company Common Stock that does not submit an effective Merger Form of Election prior to the Merger Election Deadline shall be deemed to have made a Merger Non-Election. (ii) Subject to allocation and proration in accordance with the provisions of this Section 2.5, each record holder of shares of Company Common Stock (other than Excluded Shares and Dissenting Shares) issued and outstanding immediately prior to the Effective Time (A) may specify in a request made in accordance with the provisions of this Section 2.5 (1) the number of shares of Company Common Stock owned by such holder with respect to which such holder desires to make a Merger Cash Election and (2) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Merger Stock Election or (B) may indicate that such holder is making a Merger Non-Election for such shares of Company Common Stock. Merger Non-Election Shares shall be deemed by Parent, in its sole and absolute discretion, subject to Section 2.5(c)(iii)-(v), to be, in whole or in part, shares of Company Common Stock in respect of which Merger Cash Elections or Merger Stock Elections have been made. (iii) In the event that the aggregate number of shares of Company Common Stock in respect of which Merger Cash Elections have been made (collectively, the “Merger Cash Election Shares”) exceeds the Merger Cash Election Number (such excess, the “Excess Merger Cash Election Shares”), then: 1. all shares in respect of which Merger Stock Elections have been made (the “Merger Stock Election Shares”) shall be converted into the right to receive Per Share Stock Consideration, 2. all Merger Non-Election Shares shall be deemed converted into Merger Stock Election Shares and shall be converted into the right to receive Per Share Stock Consideration, 3. all Excess Merger Cash Election Shares shall be deemed converted into Merger Stock Election Shares on a pro-rata basis for each record holder of Merger Cash Election Shares, so that the number of Excess Merger Cash Election Shares so converted, when added to the other Merger Stock Election Shares, shall equal as closely as reasonably practicable the Merger Stock Election Number, and all such Excess Merger Cash Election Shares so converted shall be converted into the right to receive Per Share Stock Consideration, and 4. all Merger Cash Election Shares not deemed converted into Merger Stock Election Shares pursuant to 3 above shall be converted into the right to receive Per Share Cash Consideration. (iv) In the event that the aggregate number of Merger Stock Election Shares exceeds the Merger Stock Election Number (such excess, the “Excess Merger Stock Election Shares”), then: 1. all Merger Cash Election Shares shall be converted into the right to receive Per Share Cash Consideration, 2. all Merger Non-Election Shares shall be deemed converted into Merger Cash Election Shares and shall be converted into the right to receive Per Share Cash Consideration, 3. all Excess Merger Stock Election Shares shall be deemed converted into Merger Cash Election Shares, on a pro-rata basis for each record holder of Merger Stock Election Shares, so that the number of Excess Merger Stock Election Shares so converted, when added to the other Merger Cash Election Shares, shall equal as closely as reasonably practicable the Merger Cash Election Number, and all such shares of Excess Company Common Stock so converted shall be converted into the right to receive the Per Share Cash Consideration, and 4. all Merger Stock Election Shares not deemed converted into Merger Cash Election Shares pursuant to 3 above shall be converted into the right to receive Per Share Stock Consideration. (v) In the event that neither clause (iii) nor clause (iv) of this Section 2.5 is applicable, Merger Non-Election Shares shall be deemed Merger Stock Election Shares on a pro rata basis for each record holder of Merger Non-Election Shares such that the total number of Merger Stock Election Shares equals the Merger Stock Election Number and any remaining Merger Non-Election Shares shall be deemed Merger Cash Election Shares, and (x) all Merger Cash Election Shares and all Merger Non-Election Shares in respect of which Merger Cash Elections are deemed to have been made shall be converted into the right to receive Per Share Cash Consideration, and (y) all Merger Stock Election Shares and all Merger Non-Election Shares in respect of which Merger Stock Elections are deemed to have been made shall be converted into the right to receive Per Share Stock Consideration. (vi) The Exchange Agent, in consultation with Parent and the Company, shall make all computations to give effect to this Section 2.5.

Election Procedures. (a) Each record Subject to the proration and redesignation procedures set forth in Section 2.3 below, each holder of Shares record of shares of Company Common Stock (other than Dissenting Shares, if any, Shares owned by Textron and excluding shares to be cancelled canceled pursuant to Section 2.1(c) and Dissenting Shares) will be entitled to elect to receive for each such share (i) the Per Share Cash Consideration (a “Cash Election”); (ii) the Per Share Stock Consideration (a “Stock Election”); or (iii) fifty percent (50%) of the Per Share Cash Consideration and fifty percent (50%) of the Per Share Stock Consideration (a “Combination Election”). All such elections shall be made on a form designed for that purpose prepared by the Company and acceptable to Acquiror (an “Election Form”). Holders of record of shares of Company Common Stock who hold such shares as nominees, trustees or in accordance other representative capacities (“Nominees”) may submit multiple Election Forms, provided that such Nominee certifies that each such Election Form covers all the shares of Company Common Stock held by each such Nominee for a particular beneficial owner. (b) The maximum number of shares of Company Common Stock to be converted into the right to receive Per Share Cash Consideration for such shares, consisting of (i) those shares subject to Cash Elections and (ii) those shares subject to the cash portion of Combination Elections shall be fifty percent (50%) of the number of Outstanding Company Shares (excluding shares to be canceled and retired pursuant to Section 2.1(c) and Dissenting Shares) (the “Maximum Cash Election Number”). The maximum number of shares of Company Common Stock to be converted into the right to receive Per Share Stock Consideration for such shares, consisting of (i) those shares subject to Stock Elections and (ii) those shares subject to the stock portion of Combination Elections, shall be fifty percent (50%) of the number of Outstanding Company Shares (excluding shares to be canceled and retired pursuant to Section 2.1(c) and Dissenting Shares) (the “Maximum Stock Election Number”). Notwithstanding the foregoing, the percentages used in the preceding definitions are subject to waiver or modification pursuant to Section 2.3(d). (c) The Election Form shall be mailed with Section 3.1(bthe proxy statement/prospectus to all holders of record of shares of Company Common Stock as of the record date of the Company Shareholders’ Meeting. Thereafter, the Company and Acquiror shall each use its reasonable and diligent efforts to mail or make available the Election Form to all persons who become holders of shares of Company Common Stock during the period between the record date for the Company Shareholders’ Meeting and 5:00 p.m., central time, on the date ten (10) Business Days prior to the anticipated Effective Time. To be effective, an Election Form must be received by Computershare Trust Company, N.A., Acquiror’s exchange agent (the “Exchange Agent”), on or before 5:00 p.m., central time, on the fifth (5th) issued and outstanding immediately Business Day prior to the Effective Time (the “Election Deadline”). An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. Subject to the terms of this Agreement and the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election has been properly or timely made and to disregard immaterial defects in any Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be entitled to submit a request specifying binding and conclusive. All elections will be irrevocable. (d) Any Election Form received by the portion of such record holder's Shares which such record holder desires to have converted into (i) Exchange Agent after the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") Deadline shall be deemed to be Shares in respect a Combination Election and any holder of which Company Common Stock not returning an Election Form to the Exchange Agent shall be deemed to have made a Combination Election. In addition, if the Exchange Agent shall have determined that any purported Stock Election or Cash Election has been was not properly made. (b) Elections pursuant to Section 3.2(a) , such purported Stock Election or Cash Election shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") deemed to be provided by of no force and effect and the Paying Agent (as defined in Section 3.3(a)) to holders holder of record shares of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Company Common Stock making such purported Stock Election or Cash Election shall specify that delivery shall for all purposes hereof be effected, and risk of loss and title deemed to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be have made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (or by an appropriate guarantee of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying AgentCombination Election.

Election Procedures. (a) Each record holder Premier shall designate Registrar and Transfer Company, Cranford, New Jersey (or such other company as Premier and Albemarle First may mutually agree), to act as the exchange agent (the “Exchange Agent”) for purposes of Shares (other than Dissenting Sharesconducting the election procedure and the exchange procedure described in this Article 2. Provided that Albemarle First has delivered, if any, Shares owned by Textron and shares or caused to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately prior delivered, to the Effective Time shall be entitled Exchange Agent all information that is necessary for the Exchange Agent to submit a request specifying perform its obligations as specified herein, the portion of such record holder's Shares which such record holder desires to have converted into Exchange Agent shall, (i) provide to Albemarle First contemporaneously with the Cash Consideration mailing of the Proxy Statement an election form (a "Cash Election"the “Election Form”), and (ii) no later than five (5) business days after the Stock Consideration (Effective Time, mail or make available to each holder of record of Albemarle First Shares a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) notice and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election which shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith certificates theretofore representing shares of Albemarle First Shares shall pass, only upon proper delivery of the Certificates certificates to the Paying Exchange Agent. Elections shall be made by mailing ) advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Paying Exchange Agent a duly completed Letter such certificate or certificates in exchange for the consideration set forth in Section 2.1(b) hereof. (b) Each Election Form shall permit the holder (or in the case of Transmittal nominee record holders, the beneficial owner through proper instructions and Form documentation) to make one of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be the following elections: (i) properly completed, signed and submitted to elect to receive Premier Shares with respect to some or all of such holder’s Albemarle First Shares (the Paying Agent at its designated office and “Stock Election Shares”); (ii) accompanied by the Certificates representing the Shares as to which the election is being made (elect to receive cash with respect to some or by an appropriate guarantee of delivery all of such Certificates by a commercial bank or trust company in holder’s Albemarle First Shares (the United States or a member “Cash Election Shares”); or (iii) to indicate that such holder makes no such election with respect to such holder’s shares of a registered national security exchange or Albemarle First Shares (the “No-Election Shares”). (c) Nominee record holders who hold Albemarle First Shares on behalf of multiple beneficial owners shall indicate how many of the National Association of Securities Dealersshares held by them are Stock Election Shares, Inc.Cash Election Shares, provided such Certificates are and No-Election Shares. If a shareholder either (i) does not submit a properly completed Election Form in fact delivered a timely fashion or (ii) revokes an Election Form prior to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole Election Deadline and absolute discretion, which authority it may delegate in whole or in part does not resubmit a properly completed Election Form prior to the Paying AgentElection Deadline, whether any Letter the shares of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in Albemarle First Shares held by such matters shareholder shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of designated No-Election submitted to the Paying AgentShares. (d) The term “

Election Procedures. Each holder of record of shares of Class V Common Stock (each, an “Eligible 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 procedures set forth in this Section 2.04. (a) Each Eligible Holder may specify in a request made in accordance with the provisions of this Section 2.04 (an “Election”) (i) the number of shares of Class V Common Stock owned by such Eligible Holder with respect to which such Eligible Holder desires to make a Share Election and (ii) the number of shares of Class V Common Stock owned by such Eligible Holder with respect to which such Eligible Holder desires to make a Cash Election. (b) The Company will use its reasonable efforts to cause a form designed for purposes of permitting Eligible Holders to make an Election (such form as may be determined in the reasonable discretion of the Company, the “Form of Election”) to be disseminated or made available as follows: (i) at the same time the Proxy Statement is disseminated to the stockholders of the Company, the Form of Election shall be disseminated to persons who, as of the record holder date for the Stockholders Meeting, are Eligible Holders; and (ii) with respect to all persons who become holders of Shares record of shares of Class V Common Stock between the record date for the Stockholders Meeting and the Election Deadline, the Company shall use its reasonable efforts to make the Form of Election, as applicable, available to such Eligible Holders during such period. (other than Dissenting Sharesc) Any Election shall have been made properly by an Eligible Holder only if the Exchange Agent shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by (i) the Certificates, if any, Shares owned to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company, and (ii) in the case of Book-Entry Shares, any additional documents specified in the procedures set forth in the Form of Election. (d) Any Eligible Holder may, at any time prior to the Election Deadline, change or revoke such Eligible Holder’s Election by Textron written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Form of Election or by withdrawal prior to the Election Deadline of such Eligible Holder’s Certificates, or any documents in respect of Book-Entry Shares, previously deposited with the Exchange Agent. After an Election is validly made with respect to any shares of Class V Common Stock, any subsequent transfer of such shares of Class V Common Stock shall automatically revoke such Election. Notwithstanding anything to the contrary in this Agreement, all Elections shall be cancelled automatically deemed revoked upon receipt by the Exchange Agent of written notification from the Company that this Agreement has been terminated in accordance with Section 3.1(b)) issued and outstanding immediately prior ARTICLE VI without the Closing having occurred. The Exchange Agent shall have reasonable discretion to determine if any Election is not properly made with respect to any shares of Class V Common Stock (none of the Effective Time shall be entitled Company, Merger Sub or the Exchange Agent being under any duty to submit a request specifying the portion notify any Company stockholder of any such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"defect). Shares in respect of which In the event the Exchange Agent makes such a Non-determination, such Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares not in effect, and the shares of Class V Common Stock covered by such Election shall, for purposes hereof, be deemed to be Share Electing Shares, unless a proper Election is thereafter timely made with respect of which a Cash Election has been madeto such shares. (be) The Company, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement and the DGCL governing the manner and extent to which Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") are to be provided taken into account in making the determinations prescribed by the Paying Agent (as defined in Section 3.3(a2.01(b)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (or by an appropriate guarantee of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Agent.

Election Procedures. Each Holder of Company Shares as of the date of this Agreement shall have the right, subject to the limitations set forth in this Section 5.5(b), to submit an election with respect to the form of such Stockholder’s Per Share Closing Consideration (aeach, an “Election”) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into following procedures: (i) Promptly following the Cash Consideration (a "Cash Election"), (ii) delivery of the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as Information Statement to the receipt of Cash ConsiderationHolders, Stock Consideration or Mixed Consideration for such Shares (the Paying Agent shall mail a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and an “Election Form”), such Election Form of Election") to be provided by in such form and have such provisions as Parent and the Paying Agent (Company reasonably agree, to each Stockholder as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter date of Transmittal and Form of Election this Agreement. (ii) Each Stockholder shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and in its Election Form of Election submitted in accordance with the provisions of this Section 3.3(b5.5(b) whether such Stockholder elects to receive, with respect to each Company Share held by such Stockholder, (A) the Per Share Standard Election Consideration (such Election, the “Standard Election”). , (B) the Per Share Cash Election Consideration (such Election, the “Cash Election”), or (C) the Per Share Stock Election Consideration (such Election, the “Stock Election”). (iii) To be effective, a Letter of Transmittal and an Election Form of Election must be (i) properly completed, signed duly executed and submitted to the Paying Agent no later than 5:00 P.M. (Eastern Time) on the date that is two (2) Business Days prior to the Closing Date (which date shall be announced by the Company to the Holders as soon as practicable, but in no event less than five (5) Business Days prior to the Closing Date) (the “Election Deadline”). Any Stockholder who does not properly make an Election in accordance with the provisions of this Section 5.5(b), or whose Election Form is not received by the Paying Agent prior to the Election Deadline in the manner provided in this Section 5.5(b)(iii), shall be deemed to have made the Standard Election with respect to its Company Shares. (iv) Any Stockholder may, at its designated office any time prior to the Election Deadline, change or revoke such Stockholder’s Election by written notice received by the Paying Agent prior to the Election Deadline, accompanied by a properly completed and duly executed revised Election Form. Notwithstanding anything to the contrary contained in this Agreement, all Elections shall be automatically deemed to be revoked upon a valid termination of this Agreement in accordance with Article X. (v) Subject to the terms of this Agreement and the Paying Agent Agreement, the Paying Agent shall have reasonable discretion to determine if any Election is not properly made by a Stockholder with respect to any Company Shares. In the event that the Paying Agent makes the foregoing determination, such Election shall be deemed to be of no force or effect and the Company Shares covered by such Election shall be deemed to have made a Standard Election unless a proper Election is thereafter made with respect to such Company Shares prior to the Election Deadline. (vi) Promptly after the Effective Time (and in any event within three (3) Business Days thereafter), the Paying Agent shall effect the allocation of the aggregate Per Share Closing Consideration among the Holders of Company Shares (other than Excluded Shares) as set forth in Section 5.1(a), which allocation shall be final, binding and conclusive upon the Stockholders absent manifest error. For the avoidance of doubt, the aggregate amount of cash to be paid and the aggregate number of shares of Parent Common Stock to be issued to the Stockholders in respect of the aggregate Per Share Closing Consideration shall not exceed the aggregate amounts that would have been paid and issued to all Holders of Company Shares (other than Excluded Shares) had the Standard Election been made with respect to all Company Shares. (vii) Notwithstanding anything to the contrary in this Agreement, but subject to Section 5.5(b)(viii), each Stockholder who is not an Accredited Investor shall be deemed to have made a Cash Election with respect to each Company Share held by such Stockholder and such Company Shares shall not be subject to proration pursuant to this Agreement. Any Stockholder who does not complete, sign and deliver the accredited investor questionnaire distributed with the Information Statement shall be deemed to be a non-Accredited Investor. (viii) Notwithstanding anything to the contrary contained in this Agreement, (i) in no event shall the aggregate number of shares of Parent Common Stock to be issued to the holders of Company Shares exceed the number set forth in clause (i) of the definition of “Aggregate Stock Merger Consideration” and (ii) accompanied by the Certificates representing the Shares as a Stockholder may be deemed to which the election is being have made (or by an appropriate guarantee of delivery of such Certificates by a commercial bank or trust company in the United States Stock Election or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered Standard Election to the Paying Agent within eight Trading Days after extent necessary for the date of execution of such guarantee of delivery). The Company shall determine, Merger and the Subsequent Merger to qualify for and maintain the tax treatment described in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying AgentSection 2.4.

Election Procedures. 3.3.1 Partners Stockholders may elect to receive shares of FCLF Common Stock or cash, or a combination thereof (ain all cases without interest) Each record holder in exchange for such Partners Stockholders’ shares of Shares Partners Common Stock in accordance with the following procedures; provided that, in the aggregate, and subject to the provisions of Section 3.3.6 hereof, 50% of the total number of shares of Partners Common Stock issued and outstanding as of the Closing Date, but excluding any Treasury Stock (other the “Stock Conversion Number”), shall be converted into the Stock Consideration and the remaining outstanding shares of Partners Common Stock shall be converted into the Cash Consideration; provided, however, that, in the event that the Stock Election Number shall be greater than or less than the Stock Conversion Number, FCLF may, in its discretion, increase or decrease the Stock Conversion Number by an amount up to (but not to exceed) the amount of any such difference; provided further, however, that FCLF may not increase or decrease the Stock Conversion Number by an amount that would prevent the tax opinion referred to in Section 9.1.6 hereof from being rendered because the firm charged with providing such opinion reasonably determines that, as a result of such increase or decrease in the Stock Conversion Number, the Merger may not satisfy the continuity of interest requirements under applicable federal income tax principles relating to reorganizations under Section 368(a) of the Code. Any Dissenting Shares, if anyproperly perfected under the DGCL, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying receive cash pursuant to the portion DGCL. Shares of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"), (ii) the Partners Common Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been mademade are referred to herein as “Cash Election Shares. ” Shares of Partners Common Stock as to which a Stock Election has been made are referred to herein as “Stock Election Shares.” Shares of Partners Common Stock as to which a Mixed Election has been made are referred to herein as “Mixed Election Shares”. Shares of Partners Common Stock as to which no election has been made (bor as to which an Election Form is not returned properly completed or timely submitted) Elections are referred to herein as “Non-Election Shares.” The aggregate number of shares of Partners Common Stock with respect to which Stock Consideration has been elected, either pursuant to Section 3.2(a) a Stock Election or Mixed Election, is referred to herein as the “Stock Election Number.” 3.3.2 Partners shall be made on the cause an election form of letter of and other appropriate and customary transmittal and form of election materials (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election which shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the such Certificates to the Paying Exchange Agent. Elections ), in such form and substance acceptable to FCLF (the “Election Form”), to be mailed with the Proxy Statement-Prospectus (or on such other date as Partners and FCLF shall be made by mailing mutually agree) (the “Mailing Date”) to each Partners Stockholder who is the record holder of Partners Common Stock as of five business days prior to the Paying Agent Mailing Date (the “Election Form Record Date”). Each Election Form shall permit such Partners Stockholder, subject to the allocation and election procedures set forth in this Section 3.3, (i) to elect to receive the Cash Consideration for all of the shares of Partners Common Stock held by such Partners Stockholder (a duly completed Letter of Transmittal and Form of Election “Cash Election”), in accordance with Section 3.3(b3.1.2, (ii) to elect to receive the Stock Consideration for all of the shares of Partners Common Stock held by such Partners Stockholder (a “Stock Election”), in accordance with Section 3.1.2, (iii) to elect to receive the Stock Consideration for a part of such holder’s Partners Common Stock and the Cash Consideration for the remaining part of such holder’s Partners Common Stock (a “Mixed Election”), or (iv) to indicate that such record holder has no preference as to the receipt of Cash Consideration or Stock Consideration for the shares of Partners Common Stock held by such Partners Stockholder (a “Non-Election”). A holder of record of shares of Partners 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 Partners Common Stock held by such Representative for a particular beneficial owner. Any shares of Partners 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 of an effective, properly completed Election Form shall be deemed Non-Election Shares. In no event shall Dissenting Shares receive Merger Consideration pursuant to this Agreement. However, for purposes of making the proration calculations provided for in this Section 3.3, Dissenting Shares existing at the Effective Time shall be deemed Cash Election Shares. 3.3.3 To be effective, a Letter properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., Edwardsville, Illinois time, on the later of Transmittal the date of the Partners Stockholder Meeting or the 25th day following the Mailing Date (or such other time and date as FCLF and Partners may mutually agree) (the “Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Closing Date. Partners shall use all reasonable efforts to make available as promptly as possible an Election Form to any holder of record of Partners Common Stock who, prior to the Election must be Deadline, requests such Election Form following the initial mailing of the Election Forms. Partners shall provide to the Exchange Agent all information necessary for it to perform as specified herein. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. If a Partners Stockholder either (i) does not submit a properly completedcompleted Election Form in a timely fashion, signed and submitted to the Paying Agent at its designated office and or (ii) accompanied 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 Partners Common Stock held by such stockholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the Certificates representing Person submitting such Election Form to the Shares as Exchange Agent by written notice to which the election Exchange Agent only if such notice of revocation or change is being made (actually received by the Exchange Agent at or by an appropriate guarantee prior to the Election Deadline. Subject to the terms of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or this Agreement and of the National Association of Securities DealersElection Form, Inc.the Exchange Agent shall have discretion to determine when any election, provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determinemodification, in its sole or revocation is received and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election such election, modification, or revocation has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Agentmade.

Election Procedures. (a) Each record holder of Shares An election form and other appropriate and customary transmittal materials (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith certificates theretofore representing First Federal Common Stock shall pass, only upon proper delivery of the Certificates such certificates to the Paying exchange agent designated by Holding Company, or to the Holding Company in its capacity as exchange agent, as determined by the Holding Company (the "Exchange Agent. Elections "), in such form as First Federal and the Holding Company shall mutually agree ("Election Form") shall be made by mailing mailed approximately 25 days prior to the Paying Agent anticipated Effective Date or on such other date as First Federal and the Holding Company shall mutually agree (the "Mailing Date") to each holder of record of First Federal Common Stock as of five business days prior to the Mailing Date ("Election Form Record Date"). (b) Each Election Form shall specify the amount of Merger Consideration receivable for each share of First Federal Common Stock in the Cash Distribution and the Stock Distribution and shall permit a duly completed Letter holder to elect to receive, as provided in Section 2.2 of Transmittal and Form of Election in accordance with Section 3.3(b). To be effectivethis Agreement, a Letter of Transmittal and Form of Election must be (i) properly completedthe Stock Distribution for all of his shares (in which case, signed such holder's shares shall be deemed to be and submitted shall be referred to the Paying Agent at its designated office and herein as "Stock Election Shares"), (ii) accompanied by the Certificates representing Cash Distribution for certain designated shares (in which case, such holder's shares so designated shall be deemed to be and shall be referred to herein as "Cash Election Shares") with the Shares remaining shares being converted to the Stock Distribution as Stock Election Shares, or (iii) the Cash Distribution for all of his shares. (c) Any shares of First Federal Common Stock with respect to which the election is being made (or by an appropriate guarantee of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or holder thereof shall not, as of the National Association Election Deadline (as defined below), have made an election to receive either the Cash Distribution or the Stock Distribution (such holder's shares being deemed to be and shall be referred to herein as "No Election Shares") by submission to the Exchange Agent of Securities Dealersan effective, Inc.properly completed Election Form shall be deemed to be Cash Election Shares. Any holder of 1% or more of First Federal Common Stock (determined as of the Effective Date) that shall not, provided such Certificates are in fact on or before the Election Deadline, have delivered to the Paying Exchange Agent within eight Trading Days a tax certification confirming his present intention not to sell, exchange, or otherwise dispose of any Holding Company Common Stock (a "Tax Certification") received in the Merger shall be deemed to have made a timely election to receive the Cash Distribution for all of his shares, and all shares of First Federal Common Stock held by such holder shall be deemed to be Cash Election Shares for all purposes of this Agreement, including Section 2.1. (The parties acknowledge that the foregoing sentence will preclude a holder that acquires additional shares of First Federal Common Stock and becomes a holder of 1% or more of such shares after the Election Deadline from receiving the Stock Distribution.) "Election Deadline" means 5:00 p.m., local time, on the 20th day following the Mailing Date, or such other time and date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters Holding Company and First Federal shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Agentmutually agree.

Election Procedures. (a) Each person who, on or prior to the Election Date (as defined in Section 2.3(b) below), is a record holder of Common Shares (other than Dissenting Shareswill be entitled, if anysubject to Section 2.2 hereof, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately make an unconditional election on or prior to the Effective Time shall be entitled to submit a request such Election Date specifying the portion number of such record holder's Common Shares which such record holder he desires (i) to have converted into (i) the right to receive the Cash Consideration (a "Cash Election"), or (ii) the Stock Consideration (to retain as a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been madeRetained Common Share. (b) Elections pursuant Subject to Section 3.2(a) any required clearance by the Securities and Exchange Commission (the "SEC"), the Purchaser shall be made on the form of letter of transmittal and prepare a form of election (the "Letter of Transmittal and Form of Election") ), which form shall be subject to the reasonable approval of the Company, to be provided mailed by the Paying Agent Company with the Proxy Statement to the record holders of Common Shares as of the record date for the Special Meeting (as defined in Section 3.3(ahereinafter defined)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and which Form of Election shall be used by each record holder of Common Shares who elects to specify that delivery shall be effectedthe number of Common Shares which he desires to have converted into the right to receive the Cash Consideration in the Merger, and risk of loss and title subject to the Certificates transmitted therewith shall pass, only upon proper delivery provisions of Section 2.2 hereof. The Company will use its reasonable best efforts to make the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance available to all persons who become holders of Common Shares during the period between such record date and the Election Date, with Section 3.3(ba copy of the Proxy Statement. Any such holder's election shall have been properly made only if such bank or trust company as shall be mutually acceptable to Purchaser and the Company, acting as exchange agent (the "Exchange Agent") shall have received at its designated office, by 5:00 p.m., New York City time on the business day prior to the date of the Special Meeting (the "Election Date"). To be effective, a Letter of Transmittal and Form of Election must be (i) properly completed, completed and signed and submitted to the Paying Agent at its designated office and (ii) accompanied by Certificates (as hereinafter defined) for the Certificates representing the Common Shares as to which such Form of Election relates, duly endorsed in blank or otherwise in a form acceptable for transfer on the election is being made books of the Company (or by an appropriate guarantee of if delivery of such Certificates by certificates as set forth in such Form of Election from a commercial bank or trust company in the United States or firm which is a member of a registered national security securities exchange or of the National Association of Securities Dealers, Inc.Inc. or a commercial bank or trust company having an office or correspondent in the United States, provided such Certificates certificates are in fact delivered to the Paying Exchange Agent within eight Trading Days three New York Stock Exchange ("NYSE") trading days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and . (c) Any Form of Election may be revoked by the holder submitting it to the Exchange Agent only by written notice received by the Exchange Agent (i) prior to 5:00 p.m., New York City time on the Election Date or (ii) after the Election Date, if the Company and Purchaser determine, on or prior to the Election Date, that the Closing is not likely to occur within three business days following the Election Date, in which case any Form of Election shall remain revocable until a subsequent date which shall be a date prior to the Closing determined by the Company and the Purchaser. In addition, all Forms of Election shall automatically be revoked if the Exchange Agent is notified in writing by Merger Sub and the Company that the Merger has been abandoned. If a Form of Election is revoked, the Certificate or Certificates (or guarantees of delivery, as appropriate) for the Common Shares to which such Form of Election relates shall be promptly returned to the stockholder submitting the same to the Exchange Agent. (d) The determination of the Exchange Agent shall be binding with respect to whether or not elections have been properly completedmade or revoked pursuant to this Section 2.3 and when elections and revocations were received by it. If the Exchange Agent determines that any election was not properly made, signed and submitted or revokedsuch shares shall be treated by the Exchange Agent as Retained Common Shares. The decision of Exchange Agent shall also make all computations as to the Company (or allocation and the Paying Agentproration contemplated by Section 2.2, as the case may be) in and any such matters computation shall be conclusive and bindingbinding on the holders of Common Shares. Neither The Exchange Agent may, with the Company nor mutual agreement of Merger Sub and the Paying Agent will Company, make such rules as are consistent with this Section 2.3 for the implementation of the elections provided for herein as shall be under any obligation necessary or desirable fully to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Agenteffect such elections.

Election Procedures. (a) Each record holder Parent shall designate an exchange agent to act as agent (the "EXCHANGE AGENT") for purposes of Shares (other than Dissenting Sharesconducting the election procedure and the exchange procedure described in Sections 3.03 and 3.04. Provided that the Company has delivered, if any, Shares owned by Textron and shares or caused to be cancelled in accordance with Section 3.1(b)delivered, to the Exchange Agent all information which is necessary for the Exchange Agent to perform its obligations as specified herein, the Exchange Agent shall, no later than the twenty-fifth (25th) issued and outstanding immediately Business Day prior to the anticipated Effective Time shall be entitled Date, mail or make available to submit each holder of record of a request specifying the portion of such record holder's Shares which such record holder desires to have converted into Certificate or Certificates: (i) the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) notice and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election which shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent. Elections shall be made by mailing ) advising such holder of the anticipated effectiveness of the Merger and the procedure for surrendering to the Paying Exchange Agent a duly completed Letter such Certificate or Certificates in exchange for the consideration set forth in Section 3.01(d) hereof deliverable in respect thereof pursuant to this Agreement and (ii) an election form in such form as Parent and the Company shall mutually agree (the "ELECTION FORM"). (b) Each Election Form shall permit the holder (or in the case of Transmittal nominee record holders, the beneficial owner through proper instructions and Form of Election in accordance with Section 3.3(bdocumentation). To be effective, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to elect to receive Parent Common Stock with respect to all of such holder's Company Common Stock as hereinabove provided (the Paying Agent at its designated office and "STOCK ELECTION SHARES"), (ii) accompanied by the Certificates representing the Shares as to which the election is being made (or by an appropriate guarantee of delivery elect to receive cash with respect to all of such Certificates by holder's Company Common Stock as hereinabove provided (the "CASH ELECTION SHARES"), (iii) to elect to receive Parent Common Stock with respect to part of such holder's Company Common Stock and to receive cash with respect to the remaining part of such holder's Company Common Stock as hereinabove provided (a commercial bank or trust company in "MIXED ELECTION"), or (iv) to indicate that such holder makes no such election with respect to such holder's shares of Company Common Stock (the United States or "NO-ELECTION SHARES"). (c) With respect to each holder of Company Common Stock who makes a member Mixed Election, the shares of a registered national security exchange or Company Common Stock such holder elects to be converted into the right to receive Parent Common Stock shall be treated as Stock Election Shares and the shares such holder elects to be converted into the right to receive cash shall be treated as Cash Election Shares for purposes of the National Association provisions contained in Sections 3.03(b), 3.03(g) and 3.03(h). Nominee record holders who hold Company Common Stock on behalf of Securities Dealersmultiple beneficial owners shall indicate how many of the shares held by them are Stock Election Shares, Inc., provided such Certificates are in fact delivered Cash Election Shares and No-Election Shares. (d) If a shareholder either (i) does not submit a properly completed Election Form prior to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole Election Deadline or in part (ii) revokes an Election Form prior to the Paying AgentElection Deadline and does not resubmit a properly completed Election Form prior to the Election Deadline, whether any Letter the shares of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in Common Stock held by such matters shareholder shall be conclusive treated as No-Election Shares. Any Dissenting Shares shall be deemed to be Cash Election Shares, and binding. Neither with respect to such shares the Company nor the Paying Agent will holders thereof shall in no event be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Agentclassified as Reallocated Stock Shares.

Election Procedures. (ai) Each As of the Effective Time, Parent shall, with the Company's prior approval, which shall not be unreasonably withheld, appoint an agent to act as an exchange agent (the "EXCHANGE AGENT") for the purpose of issuing the Merger Consideration and any dividends or other distributions with respect to the ADSs to be issued or paid pursuant to Sections 4.1 and 4.2(c)(such cash and American Depositary Receipts representing ADSs, together with the amount of any dividends or other distributions payable with respect thereto, being hereinafter referred to as the "EXCHANGE FUND"). At or prior to the Effective Time, Parent shall make available or cause to be made available to Morgan Guaranty Trust Company of New York, as depositary xxxxx the Amended and Restated Deposit Agreement, dated as of June 2, 1997 (the "DEPOSITARY"), the Bearer Receipts to be represented by the ADSs referred to in Section 4.1(a) and will cause such Depositary to make available ADSs to the Exchange Agent. Promptly following the Effective Time, Parent shall cause to be made available to the Surviving Corporation all cash required for the Exchange Fund. (ii) Subject to allocation and proration in accor- dance with the provisions of this Section 4.2, each record holder of Shares (other than Dissenting Excluded Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately prior to the Effective Time Election Deadline (as defined below) shall be entitled (A) to submit a request specifying the portion elect to receive in respect of each such record holder's Shares which such record holder desires to have converted into Share (ix) the Cash Consideration (a "Cash ElectionCASH ELECTION"), ) or (iiy) the Stock Consideration (a "Stock ElectionSTOCK ELECTION") or (iiiB) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Stock Consideration for such Shares (a "NonNON-ElectionELECTION"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) 4.2 and Section 3.1(g)) (4.3, collectively, "NonNON-Election SharesELECTION SHARES") shall be deemed by Parent, in its sole and absolute discretion, subject to be Sections 4.2(b)(v)-(vii), to be, in whole or in part, Shares in respect of which a Cash Election has Elections or Stock Elections have been made. (biii) Elections pursuant to Section 3.2(a4.2(b)(ii) shall be made on a form and with such other provisions to be reasonably agreed upon by the form of letter of transmittal Company and form of election Parent (the a "Letter of Transmittal and Form of ElectionFORM OF ELECTION") to be provided by the Paying Exchange Agent (as defined in Section 3.3(a)) for that purpose to holders of record of Shares (other than holders of Excluded Shares), together with instructions for use in effecting no later than 20 days before the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agentanticipated Closing Date. Elections shall be made by mailing to the Paying Exchange Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b)Election. To be effective, a Letter of Transmittal and Form of Election must be (ix) properly completed, signed and submitted to the Paying Exchange Agent at its designated office office, by 5:00 p.m., e.s.t., on the business day that is four trading days following the Closing Date (which date shall be publicly announced by Parent on the Closing Date) (the "ELECTION DEADLINE") and (iiy) accompanied by the Certificates Certificate(s) representing the Shares as to which the election is being made (or by an appropriate guarantee of delivery of such Certificates Certificate(s) by a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided PROVIDED that such Certificates are in fact delivered to the Paying Exchange Agent within eight Trading Days three trading days after the date of execution of such guarantee of delivery). The Company shall use its best efforts to make a Form of Election available to all Persons (as defined below) who become holders of record of Shares (other than Excluded Shares) between the date of mailing described in the first sentence of this Section 4.2(b)(iii) and the Election Deadline. Parent shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Exchange Agent, whether any Letter of Transmittal and Form Forms of Election has have been properly completed, signed and submitted or revoked. The decision of the Company Parent (or the Paying Exchange Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company Parent nor the Paying Exchange Agent will be under any obligation to notify any person Person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Exchange Agent. A holder of Shares that does not submit an effective Form of Election prior to the Election Deadline shall be deemed to have made a Non-Election.

Election Procedures. (ai) Each As of the Effective Time, Acquiror shall deposit, or shall cause to be deposited, with an exchange agent selected by Acquiror, with the Company’s prior approval, which shall not be unreasonably withheld or delayed (the “Exchange Agent”), for the benefit of the holders of Shares, certificates representing the shares of the Acquiror Common Stock, cash in immediately available funds necessary for the Cash Consideration and any dividends or other distributions with respect to the Acquiror Common Stock to be issued or paid pursuant to Sections 4.1 and 4.2(c) in exchange for outstanding Shares upon due surrender of the Certificates pursuant to the provisions of this Article IV (such cash and certificates for shares of the Acquiror Common Stock, together with the amount of any dividends or other distributions payable with respect thereto, being hereinafter referred to as the “Exchange Fund”). The Exchange Agent shall invest the Exchange Fund as directed by Acquiror, provided such investments shall be in United States government securities with a maturity period of thirty (30) days or less or in certificates of deposit, treasury instruments or other securities customarily used in a transaction of this type issued by any United States bank with at least $1 billion in assets. Any interest and other income resulting from such investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable under Section 4.1(a) shall be promptly returned to Acquiror. (ii) Subject to allocation and proration in accordance with the provisions of this Section 4.2(b), each record holder of Shares (other than Dissenting Excluded Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately prior to the Effective Time Election Deadline (as defined below) shall be entitled (A) to submit a request specifying the portion elect to receive in respect of each such record holder's Shares which such record holder desires to have converted into Share (ix) the Cash Consideration (a "“Cash Election"), ”) or (iiy) the Stock Consideration (a "“Stock Election"”) or (iiiB) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Stock Consideration for such Shares (a "“Non-Election"”). Shares in respect of which a Non-Election is made (including Shares shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a4.2(b) and Section 3.1(g)) 4.3 (collectively, "“Non-Election Shares"”) shall be deemed by Acquiror, in its sole and absolute discretion, subject to be Sections 4.2(b)(v)-(vii), to be, in whole or in part, Shares in respect of which a Cash Election has Elections or Stock Elections have been made. (biii) Elections pursuant to Section 3.2(a4.2(b)(ii) shall be made on a form and with such other provisions to be reasonably agreed upon by the form of letter of transmittal Company and form of election Acquiror (the "Letter of Transmittal and a “Form of Election"”) to be provided by the Paying Exchange Agent for that purpose to holders of record of Shares (other than holders of Excluded Shares), together with appropriate transmittal materials, at the time of mailing to holders of record of Shares of the Prospectus/Proxy Statement (as defined in Section 3.3(a6.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent). Elections shall be made by mailing to the Paying Exchange Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b)Election. To be effective, a Letter of Transmittal and Form of Election must be (ix) properly completed, signed and submitted to the Paying Exchange Agent at its designated office office, by 5:00 p.m., on the business day that is two trading days prior to the Closing Date (which date shall be publicly announced by Acquiror as soon as practicable but in no event less than five trading days prior to the Closing Date) (the “Election Deadline”) and (iiy) accompanied by the Certificates Certificate(s) representing the Shares as to which the election is being made (or by an appropriate guarantee of delivery of such Certificates Certificate(s) by a financial institution (including most commercial bank or trust company banks, savings and loan associations and brokerage houses) that is a participant in the United States Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc.Stock Exchange Medallion Program, provided that such Certificates are in fact delivered to the Paying Exchange Agent within eight Trading Days three trading days after the date of execution of such guarantee of delivery). The Company shall use its commercially reasonable efforts to make a Form of Election available to all Persons who become holders of record of Shares (other than Excluded Shares) between the date of mailing described in the first sentence of this Section 4.2(b)(iii) and the Election Deadline. Acquiror shall determine, in its sole and absolute reasonable discretion, which authority it may delegate in whole or in part to the Paying Exchange Agent, whether any Letter of Transmittal and Form Forms of Election has have been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company Acquiror nor the Paying Exchange Agent will be under any obligation to notify any person Person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Exchange Agent. A holder of Shares that does not submit an effective Form of Election prior to the Election Deadline shall be deemed to have made a Non-Election. (iv) An election may be revoked, but only by written notice received by the Exchange Agent prior to the Election Deadline. Any Certificate(s) representing Shares that have been submitted to the Exchange Agent in connection with an election shall be returned without charge to the holder thereof in the event such election is revoked as aforesaid and such holder requests in writing the return of such Certificate(s). Upon any such revocation, unless a duly completed Form of Election is thereafter submitted in accordance with paragraph (b)(ii), such Shares shall be Non-Election Shares. In the event that this Agreement is terminated pursuant to the provisions hereof and any Shares have been transmitted to the Exchange Agent pursuant to the provisions hereof, such Shares shall promptly be returned without charge to the Person submitting the same. (v) In the event that the aggregate number of Shares in respect of which Cash Elections have been made (collectively, the “Cash Election Shares”) exceeds the Cash Election Number, all shares in respect of which Stock Elections have been made (the “Stock Election Shares”) and all Non-Election Shares in respect of which Stock Elections are deemed to have been made (it being understood that in such case all Non-Election Shares shall be deemed to be Shares in respect of which Stock Elections have been made) shall be converted into the right to receive Stock Consideration, and all Cash Election Shares shall be converted into the right to receive Stock Consideration or Cash Consideration in the following manner: (A) Cash Election Shares shall be deemed converted to Stock Election Shares, on a pro-rata basis for each record holder of Shares with respect to those Shares, if any, of such record holder that are Cash Election Shares, so that the number of Cash Election Shares so converted, when added to the other Stock Election Shares, shall equal as closely as practicable the Stock Election Number, and all such Cash Election Shares so converted shall be converted into the right to receive Stock Consideration (and cash in lieu of fractional interests); and (B) any remaining Cash Election Shares shall be converted into the right to receive Cash Consideration. (vi) In the event that the aggregate number of Stock Election Shares exceeds the Stock Election Number, all Cash Election Shares and all Non-Election Shares in respect of which Cash Elections are deemed to have been made (it being understood that in such case all Non-Election Shares shall be deemed to be Shares in respect of which Cash Elections have been made) shall be converted into the right to receive Cash Consideration, and all Stock Election Shares shall be converted into the right to receive Stock Consideration or Cash Consideration in the following manner: (A) Stock Election Shares shall be deemed converted into Cash Election Shares, on a pro-rata basis for each record holder of Shares with respect to those Shares, if any, of such record holder that are Stock Election Shares, so that the number of Stock Election Shares so converted, when added to the other Cash Election Shares, shall equal as closely as practicable the Cash Election Number, and all such Shares so converted shall be converted into the right to receive the Cash Consideration; and (B) the remaining Stock Election Shares shall be converted into the right to receive the Stock Consideration (and cash in lieu of fractional interests). (vii) In the event that neither clause (v) nor clause (vi) of this Section 4.2(b) is applicable, Non-Election Shares shall be deemed Stock Election Shares such that the total Stock Election Shares equals the Stock Election Number and any remaining Non-Election Shares shall be deemed Cash Election Shares and (x) all Cash Election Shares and all Non-Election Shares in respect of which Cash Elections are deemed to have been made shall be converted into the right to receive Cash Consideration, and (y) all Stock Election Shares and all Non-Election Shares in respect of which Stock Elections are deemed to have been made shall be converted into the right to receive Stock Consideration (and cash in lieu of fractional interests). (viii) The Exchange Agent, in consultation with Acquiror and the Company, shall make all computations to give effect to this Section 4.2(b).

Election Procedures. Each holder of record of shares of Company Common Stock (including Restricted Stock but excluding holders of Dissenting Shares and Cancelled Shares) to be converted into the right to receive the Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.1(c), Section 2.1(e) and Section 2.5 (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) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled Holder may specify in a request made in accordance with the provisions of this Section 3.1(b)2.6 (herein called an “Election”) issued and outstanding immediately prior the whole number of shares of Company Common Stock (including Restricted Stock) owned by such Holder with respect to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder Holder desires to have converted into (i) the Cash Consideration (to make a "Cash Stock Election"), (ii) the Stock Consideration (to make a "Stock Election") Cash Election or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has make no preference as election with respect to the receipt of the Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election")the Stock Consideration. Shares in For the avoidance of doubt, shares with respect of to which a Non-Election no election is made (including Shares in respect of which such an election is shall be deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which , unless a Cash proper Election has been is thereafter timely made. (b) Elections Unless the properly completed Form of Election provides otherwise, for all purposes of this Section 2.6 and in accordance with Treasury Regulation Section 1.358-2(a)(2)(ii), (i) a Holder will be treated as having surrendered, in exchange for the total Cash Consideration, if any, to be paid to such Holder under Article I (with respect to a Holder, the “Cash Portion”), the number of shares of Company Common Stock of such Holder as to which such Holder has a right to receive Cash Consideration pursuant to Section 3.2(a2.1(c) and Section 2.5; and (ii) for purposes of clause (i), the Certificates or Book-Entry Shares surrendered by a Holder in exchange for such Holder’s Cash Portion will be deemed to be: (A) first, of those Certificates or Book-Entry Shares evidencing shares held by TABLE OF CONTENTS such Holder for more than one year before the Merger within the meaning of Section 1223 of the Code, if any, those Certificates or Book-Entry Shares, as applicable, with the highest federal income tax basis, in descending order until such Certificates or Book-Entry Shares, as applicable, are exhausted or the Cash Portion for such Holder is fully paid, then (B) of all other of such Holder’s Certificates and Book-Entry Shares, those Certificates or Book-Entry Shares with the highest federal income tax basis, in descending order until the Cash Portion for such Holder is fully paid. (c) Parent shall be made on prepare a form reasonably acceptable to the Company, including appropriate and customary transmittal materials in such form of letter of transmittal as prepared by Parent and form of election reasonably acceptable to the Company (the "Letter of Transmittal and “Form of Election"”), so as to permit Holders to exercise their right to make an Election. (d) to be provided by Parent shall, and, as applicable, shall cause the Paying Agent to, (as defined in Section 3.3(a)i) to holders of record of Shares, together with instructions for use in effecting initially make available and mail the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effectedto Holders not less than thirty (30) Business Days prior to the anticipated Election Deadline, and risk (ii) following such initial mailing, make available as promptly as possible a Form of loss and title Election to any Holder who requests such Form of Election prior to the Certificates transmitted therewith Election Deadline. Parent shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing provide to the Paying Agent all information necessary for it to perform as specified herein. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period.” (e) Any Election shall have been made properly only if Parent or the Paying Agent, as applicable, shall have received, during the Election Period, a duly completed Letter of Transmittal and Form of Election properly completed and signed (including duly executed transmittal materials included in accordance with Section 3.3(b). To be effective, a Letter the Form of Transmittal Election) and accompanied by any Book-Entry Shares or Certificates representing all shares to which such Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (relates or by an appropriate customary guarantee of delivery of such Certificates by Book-Entry Shares or Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States States; provided that such Book-Entry Shares or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after by the date of execution of time required in such guarantee of delivery). The Company Failure to deliver physical certificates representing shares covered by such a guarantee of delivery within the time set forth on such guarantee shall determinebe deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole and absolute reasonable discretion. For Book-Entry Shares, Parent shall establish Election procedures for such Shares, which authority it may delegate in whole or in part procedures shall be reasonably acceptable to the Paying AgentCompany. (f) As used herein, whether any Letter of Transmittal and Form of unless otherwise agreed in advance by the parties, “Election has been properly completed, signed and submitted or revokedDeadline” means 5:00 p.m. New York City time on the date which the parties hereto shall agree is as near as practicable to two (2) Business Days preceding the Closing Date. The decision parties hereto shall cooperate to issue a press release reasonably satisfactory to each of them and subject to Section 5.14, announcing the anticipated date of the Company Election Deadline not more than fifteen (or 15) Business Days before, and at least five (5) Business Days prior to, the Paying AgentEffective Time. If the Effective Time is delayed to a subsequent date, as the case may be) in such matters Election Deadline shall be conclusive similarly delayed to a subsequent date, and binding. Neither the Company nor parties shall promptly announce any such delay and, when determined, the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of rescheduled Election submitted to the Paying AgentDeadline.

Election Procedures. (a) Each record ELECTION FORMS. An election form (the "Election Form") pursuant to which each holder of Shares Company Common Stock (other than Dissenting Shares, if any, Shares shares held by the Acquiror or any of its Subsidiaries other than in a fiduciary capacity that are beneficially owned by Textron and shares to third parties or as a result of debts previously contracted, which shall be cancelled and retired) may elect to receive either 1.29 shares of Acquiror Common Stock (plus cash in accordance with Section 3.1(b)lieu of any fractional share interest) issued and outstanding immediately prior to (the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or cash in the amount provided in Section 2.3(b) (iii) the Mixed Consideration (a "Mixed Cash Election") for each share of Acquiror Common Stock held by such holder will be mailed to each holder of record of Company Common Stock on the record date (the "Company Record Date") for the meeting of shareholders of the Company to be called and held pursuant to Section 5.2 hereof (the "Company Shareholders' Meeting"). In addition, the Company will use its reasonable efforts to make the Election Form available to all persons who become holders of record of Company Common Stock between the Company Record Date and the Election Deadline (as hereinafter defined), as well as all holders who acquire shares of Company Common Stock issued by the Company upon the exercise of Company Options after the Election Deadline. To be effective, an Election Form (or to indicate that such a facsimile thereof), properly completed and signed, must be received by the Company no later than 5:00 p.m., local time, on the last business day before the date of the Company Shareholders' Meeting (the "Election Deadline"). Any holder of record holder has no preference as to of Company Common Stock whose Election Form is not so received by the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares Election Deadline (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election SharesElecting Holder") shall be deemed to be Shares in respect of which a have made either the Stock Election or the Cash Election has been made. (b) Elections as determined pursuant to Section 3.2(a2.7(d)(iv) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (or by an appropriate guarantee of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Agenthereof.

Election Procedures. (ai) Each record holder of Shares (other than Dissenting Excluded Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately prior to the Effective Time Election Deadline (as defined below) shall be entitled to submit a request specifying the portion elect to receive in respect of each such record holder's Shares which such record holder desires to have converted into Share (ix) the Cash Common Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Common Election") or (iiiy) the Mixed Preferred Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Preferred Election"). Shares in respect of which a Non-Election no election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) shares not voted or voted against approval by the Merger (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has Common Elections have been made. (bii) Elections pursuant to Section 3.2(a) shall be made on a form and with such other provisions to be reasonably agreed upon by the form of letter of transmittal Company and form of election Parent (the a "Letter of Transmittal and Form of Election") to be provided by the Paying Exchange Agent for that purpose to holders of record of Shares (other than holders of Excluded Shares), together with appropriate transmittal materials, at the time of mailing to holders of record of Shares of the Prospectus/Proxy Statement (as defined in Section 3.3(a)6.3) in connection with the shareholders meeting referred to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying AgentSection 6.4. Elections shall be made by mailing to the Paying Exchange Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b)Election. To be effective, a Letter of Transmittal and Form of Election must be (ix) properly completed, signed and submitted to the Paying Exchange Agent at its designated office office, by 5:00 p.m., on the business day that is two trading days prior to the Closing Date (which date shall be publicly announced by Parent as soon as practicable but in no event less than five trading days prior to the Closing Date) (the "Election Deadline") and (iiy) accompanied by the Certificates Certificate(s) representing the Shares as to which the election is being made (or by an appropriate guarantee of delivery of such Certificates Certificate(s) by a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided that such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Exchange Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Agent.

Election Procedures. (a) Each record holder of Shares An election form and other appropriate and customary transmittal materials (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the such Certificates to the Paying Agent. Elections Exchange Agent in such form as Company and Buyer shall mutually agree (the “Election Form”), shall be made by mailing mailed no more than forty (40) and no less than twenty (20) Business Days prior to the Paying Agent anticipated Election Deadline (the “Mailing Date”) to each holder of record of Company Common Stock other than holders of Dissenters’ Shares. Each Election Form shall permit the holder of record of Company Common Stock, other than holders of Dissenters’ Shares (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 duly completed Letter portion of Transmittal the holder’s shares (a “Cash Election”), (ii) elect to receive the Stock Consideration for all or a portion of the 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 that, subject to Section 2.04(d), seventy-five percent (75%) of the total number of shares of Company Common Stock issued and Form outstanding immediately prior to the Effective Time (such number of Election shares of Company Common Stock, the “Stock Conversion Number”), shall be converted into the Stock Consideration and twenty-five percent (25%) of such shares of Company Common Stock shall be converted into the Cash Consideration in accordance with the allocation procedures set forth in Section 3.3(b2.04(c). In arriving at the Stock Conversion Number and the number of Shares converted into the Cash Consideration, treasury stock and other shares described Section 2.01(b) shall be excluded. 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 as “Cash Election Shares”. Shares of Company Common Stock as to which a Stock Election has been made are referred to 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 timely returned) are referred to as “Non-Election Shares”. The aggregate number of shares of Company Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number”. (b) To be effective, a Letter of Transmittal and properly completed Election Form of Election must shall be (i) properly completed, signed and submitted to the Paying Exchange Agent at its designated office and by or before 5:00 p.m., New York City time, on a date no later than the fifth (ii5th) Business Day prior to the Closing Date to be mutually agreed upon by the parties (the “Election Deadline”), accompanied by the Certificates representing the Shares as to which the election such Election Form is being made (or by an appropriate guarantee of delivery of such Certificates by 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 or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., (provided such that Certificates are in fact delivered to the Paying Exchange Agent within eight Trading Days after by the date of execution of such time required by the guarantee of delivery). The ; failure to deliver shares of Company Common Stock covered by the guarantee of delivery within the time set required shall determineinvalidate any otherwise properly made election, unless otherwise determined by Buyer, in its sole and absolute discretion). Buyer shall publicly announce the Election Date as soon as practicable after it has been determined. For shares of Company Common Stock held in book entry form, Buyer shall establish delivery procedures which authority it may delegate shall be reasonably acceptable to Company. If a holder of Company Common Stock either (i) does not submit a properly completed Election Form in whole a timely fashion or in part (ii) revokes the holder’s Election Form prior to the Paying AgentElection Deadline (without later submitting a properly completed Election Form prior to the Election Deadline), the shares of Company Common Stock of that holder shall be designated Non-Election Shares. In addition, all Election Forms shall automatically be revoked, and all Certificates returned, if the Exchange Agent is notified in writing by Buyer and Company that this Agreement has been terminated. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any Letter of Transmittal and Form of Election election, revocation, or change has been properly completedor timely made and to disregard immaterial defects in any Election Form, signed and submitted or revoked. The decision any good faith decisions of the Company (or the Paying Agent, as the case may be) in such matters Exchange Agent shall be conclusive binding and bindingconclusive. Neither the Company Buyer nor the Paying Exchange Agent will shall be under any obligation to notify any person Person of any defect in a Letter an Election Form. (c) The allocation among the holders of Transmittal shares of Company Common Stock of rights to receive the Cash Consideration and Form 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 of this Agreement, each holder of Stock Election submitted 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 Paying Agentproduct 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 the 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 in this Agreement 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 of this Agreement, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by the holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by the 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 the 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 of this Agreement, 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 the 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 the holder’s Cash Election Shares being converted into the right to receive the Cash Consideration. (d) If the tax opinions referred to in Section 6.01(e) cannot be rendered (as reasonably determined by Xxx Xxxxxx LLP and Xxxxxx XxXxxxxxx & Fish 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 the tax opinions to be rendered.

Election Procedures. (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and record of shares of Company Common Stock to be cancelled converted into the right to receive the Merger Consideration in accordance with, and subject to, Section 2.1(b) and Section 2.2(a) (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: (i) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1(b2.2(b) (herein called an “Election”) (A) 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 (B) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (ii) Parent shall prepare a form reasonably acceptable to the Company, including appropriate and customary transmittal materials in such form as prepared by Parent and reasonably acceptable to the Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election. (iii) issued Parent (A) shall initially make available and outstanding immediately mail the Form of Election not less than 20 Business Days prior to the Effective Time anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (B) following such mailing date, shall be entitled use all reasonable efforts to submit make available as promptly as possible a request specifying the portion Form of Election to any stockholder who requests such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as Form of Election prior to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for Election Deadline. The time period between such Shares mailing date and the Election Deadline is referred to herein as the “Election Period”. (a "Non-Election"). Shares in respect of which a Non-iv) Any Election is made (including Shares in respect of which such an election is deemed to shall have been made pursuant to this Section 3.2(a) properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and Section 3.1(g)) executed (collectively, "Non-Election Shares") shall be deemed to be Shares including duly executed transmittal materials included in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") and accompanied by any Certificates representing all certificated shares to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and which such Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (relates or by an appropriate customary guarantee of delivery of such Certificates by Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States or a member of a registered national security exchange or of States. As used herein, unless otherwise agreed in advance by the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Agent.Parties,

Election Procedures. (a) Each record holder American (or such other company as American and Community First may agree to designate), will act as the exchange agent (the “Exchange Agent”) for purposes of Shares (other than Dissenting Sharesconducting the election and exchange procedures described in this Article 2. Provided that Community First has delivered, if any, Shares owned by Textron and shares or caused to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately prior delivered, to the Effective Time Exchange Agent all information that is necessary for the Exchange Agent to perform its obligations as specified herein, the Exchange Agent shall be entitled provide to submit a request specifying Community First contemporaneously with the portion mailing of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent Proxy Statement (as defined in Section 3.3(a)4.4) to holders but in no event more than ten days after such mailing, an election form and accompanying letter of transmittal in such form as American and Community First shall agree (the “Election Form”) advising each holder of record of Shares, together with Community First Capital Stock of the election choices hereunder and providing instructions for use surrendering to the Exchange Agent such holder’s certificate(s) of Community First Capital Stock in effecting exchange for the surrender consideration set forth in Sections 1.3(b) and (c) hereof deliverable in respect of the Certificates for payment therefor, as soon as practicable following the Effective TimeCommunity First Common Stock and Series A Preferred Stock respectively. The Letter of Transmittal and Election Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith certificates theretofore representing shares of Community First Capital Stock shall pass, only upon proper delivery of the Certificates certificates to the Paying Exchange Agent. Elections . (b) Each Election Form shall be made by mailing permit the holder (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to make the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be following elections: (i) properly completed, signed and submitted to elect to receive American Common Stock with respect to some or all of such holder’s Community First Capital Stock (the Paying Agent at its designated office and “Stock Election Shares”); (ii) accompanied by the Certificates representing the Shares as to which the election is being made (elect to receive cash with respect to some or by an appropriate guarantee of delivery all of such Certificates by a commercial bank or trust company in holder’s Community First Capital Stock (the United States or a member “Cash Election Shares”); or (iii) to indicate that such holder makes no such election with respect to such holder’s shares of a registered national security exchange or Community First Capital Stock (the “No-Election Shares”). (c) Nominee record holders who hold Community First Capital Stock on behalf of multiple beneficial owners shall indicate how many of the National Association of Securities Dealersshares held by them are Stock Election Shares, Inc.Cash Election Shares, provided such Certificates are and No-Election Shares. If a shareholder either (i) does not submit a properly completed Election Form in fact delivered a timely fashion or (ii) revokes an Election Form prior to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole Election Deadline and absolute discretion, which authority it may delegate in whole or in part does not resubmit a properly completed Election Form prior to the Paying AgentElection Deadline, whether any Letter the shares of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in Community First Capital Stock held by such matters shareholder shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of designated No-Election submitted to the Paying AgentShares.

Election Procedures. Each holder of record of shares of Target Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Each record holder Holder may specify in a request made in accordance with the provisions of Shares this Section 2.1 (other than Dissenting Shareseach, if any, Shares an “Election”) (i) the number of shares of Target Common Stock owned by Textron such Holder with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Target Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (b) Before the Effective Time, Buyer shall appoint First-Citizens Bank & Trust Company, pursuant to an agreement (the “Exchange Agent Agreement”), to act as exchange agent (the “Exchange Agent”) hereunder. Buyer shall prepare an election form and other appropriate and customary transmittal materials, including a Letter of Transmittal and Surrender Instruction (each defined below), in a form reasonably acceptable to Target (the “Election Form”), which shall be cancelled mailed no more than 40 business days and no less than 20 business days before the anticipated Effective Time or on such earlier date as Target and Buyer shall mutually agree to each Holder as of five business days before the date of such mailing. Each Election Form shall permit such Holder, subject to the allocation and election procedures set forth in this Section 2.1, to (i) elect to receive the Cash Consideration for all of the shares of Target Common Stock held by such Holder in accordance with Section 3.1(b)) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"1.4(c), (ii) elect to receive the Stock Consideration (a "Stock Election") or for all of such shares in accordance with Section 1.4(c), (iii) elect to receive the Mixed Stock Consideration for a part of such Holder’s Target Common Stock and the Cash Consideration for the remaining part of such Holder’s Target Common Stock or (a "Mixed Election"), or to iv) indicate that such record holder Holder has no preference as to the receipt of Cash Consideration, cash or Buyer Common Stock Consideration or Mixed Consideration for such Shares shares (a "“Non-Election"”). Shares A Holder 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 of the shares of Target Common Stock held by such Representative for a particular beneficial owner. Any shares of Target Common Stock with respect to which the Holder thereof has not, as of which a Non-the Election is Deadline, made (including Shares in respect of which such an election is by submission to the Exchange Agent of an effective, properly completed Election Form shall be deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares . As used in respect this Agreement, “Letter of which Transmittal” means a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal to the Exchange Agent, which shall be substantially in such form and form of election (the "Letter of Transmittal and Form of Election") to have such other provisions as shall be provided prescribed by the Paying Exchange Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal Agreement and Form of Election which shall specify that delivery of Certificate(s) shall be effected, and risk of loss and title to the Certificates transmitted therewith Certificate(s) shall pass, only upon proper delivery of such Certificate(s) (or customary affidavits of loss in lieu of such Certificate(s) and indemnification regarding the loss or destruction of such Certificate(s)). As used in this Agreement, “Surrender Instructions” means instructions for use in surrendering Certificate(s) (or customary affidavits of loss in lieu of such Certificates and indemnification regarding the loss or destruction of such Certificates) in exchange for the Merger Consideration and any cash in lieu of fractional shares of Buyer Common Stock to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election issued or paid in consideration therefor in accordance with Section 3.3(b). To be effective, a Letter 2.3(f) upon surrender of Transmittal such Certificate and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as any dividends or distributions to which the election holder is being made (or by an appropriate guarantee of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered entitled pursuant to the Paying Agent within eight Trading Days after the date of execution of such guarantee of deliverySection 2.3(c). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Agent.

Election Procedures. (a) Each record holder of Shares An election form and other appropriate and customary transmittal materials (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith certificates theretofore representing First Federal Common Stock shall pass, only upon proper delivery of the Certificates such certificates to the Paying exchange agent designated by Holding Company, or to the Holding Company in its capacity as exchange agent, as determined by the Holding Company (the "Exchange Agent. Elections "), in such form as First Federal and the Holding Company shall mutually agree ("Election Form") shall be made by mailing mailed approximately 25 days prior to the Paying Agent anticipated Effective Date or on such other date as First Federal and the Holding Company shall mutually agree (the "Mailing Date") to each holder of record of First Federal Common Stock as of five business days prior to the Mailing Date ("Election Form Record Date"). (b) Each Election Form shall specify the amount of Merger Consideration receivable for each share of First Federal Common Stock in the Cash Distribution and the Stock Distribution and shall permit a duly completed Letter holder to elect to receive, as provided in Section 2.2 of Transmittal and Form of Election in accordance with Section 3.3(b). To be effectivethis Agreement, a Letter of Transmittal and Form of Election must be (i) properly completedthe Stock Distribution for all of his shares (in which case, signed such holder's shares shall be deemed to be and submitted shall be referred to the Paying Agent at its designated office and herein as "Stock Election Shares"), (ii) accompanied by the Certificates representing Cash Distribution for certain designated shares (in which case, such holder's shares so designated shall be deemed to be and shall be referred to herein as "Cash Election Shares") with the Shares remaining shares being converted to the Stock Distribution as Stock Election Shares, or (iii) the Cash Distribution for all of his shares. (c) Any shares of First Federal Common Stock with respect to which the election is being made (or by an appropriate guarantee of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or holder thereof shall not, as of the National Association of Securities DealersElection Deadline (as defined below), Inc., provided have made an election to receive either the Cash Distribution or the Stock Distribution (such Certificates are in fact delivered holder's shares being deemed to be and shall be referred to herein as "No Election Shares") by submission to the Paying Exchange Agent within eight Trading Days after of an effective, properly completed Election Form shall be deemed to be Cash Election Shares. ^"Election Deadline" means 5:00 p.m., local time, on the 20th day following the Mailing Date, or such other time and date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters Holding Company and First Federal shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Agentmutually agree.

Election Procedures. (a) Each record holder of Shares An election form and other appropriate and customary transmittal materials (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the such Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (or by an appropriate guarantee of delivery of such Certificates by a commercial unaffiliated bank or trust company designated by Parent and reasonably satisfactory to the Company (the “Exchange Agent”)) in such form as the Company and Parent shall mutually agree (the “Election Form”), shall be mailed no later than ten days prior to the anticipated Effective Time or on such earlier date as Parent and the Company may mutually agree (the “Mailing Date”) to each holder of record of Company Common Stock as of five Business Days prior to the Mailing Date (the “Election Form Record Date”). Each Election Form shall permit each holder of record of Company Common Stock as of the Election Form Record Date (or in the United States case of nominee record holders, the beneficial owner through proper instructions and documentation) to (i) elect to receive the Cash Consideration for all of such holder’s shares (a “Cash Election”), (ii) elect to receive the Stock Consideration for all of such holder’s shares (a “Stock Election”), (iii) elect to receive the Cash Consideration with respect to some of such holder’s shares and the Stock Consideration with respect to such holder’s remaining shares (a “Mixed Election”) or a member of a registered national security exchange or (iv) make no election with respect to the receipt of the National Association of Securities Dealers, Inc.Cash Consideration or the Stock Consideration (a “Non-Election”), provided that, notwithstanding any other provision of this Agreement, other than paragraph (e) of this Section 3.02, 64.76% of the total number of shares of Company 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 Company Common Stock shall be converted into the Cash Consideration. Holders of record of shares of Company Common Stock who hold such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determineshares as nominees, in its sole and absolute discretion, which authority it may delegate in whole trustees or in part other representative capacities (a “Representative”) may submit multiple Election Forms, provided that such Representative certifies that each such Election Form covers all the shares of Company Common Stock held by that Representative for a particular beneficial owner. Shares of Company Common Stock as to the Paying Agent, whether any Letter of Transmittal and Form of which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as “Cash Election Shares.” Shares of Company Common Stock as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” Shares of Company Common Stock as to which no election has been made are referred to 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 as an election, a properly completedcompleted Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., signed New York City time, on the 20th calendar day following but not including the Mailing Date (or such other time and submitted date as Parent and the Company may mutually agree) (the “Election Deadline”). (c) An Election Form shall be deemed properly completed only if accompanied by one or revokedmore 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 with the Election Form. The decision If a holder of Company Common Stock either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes the holder’s Election Form prior to the Election Deadline, the shares of Company Common Stock held by such holder shall be designated Non-Election Shares. Subject to the terms of this Agreement and of the Company (Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in any Election Form, and any good faith decisions of the Paying Agent, as the case may be) in Exchange Agent regarding such matters shall be conclusive binding and bindingconclusive. Neither the Company Parent nor the Paying Exchange Agent will shall be under any obligation to notify any person Person of any defect in a Letter an Election Form. (d) Within five Business Days after the later to occur of Transmittal the Election Deadline or the Effective Time, Parent shall cause the Exchange Agent to effect the allocation among holders of Company Common Stock of rights to receive the Cash Consideration and Form the Stock Consideration as follows: (i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and each holder of Stock Election submitted Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares equal to the Paying Agentproduct obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; (ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non- Election Shares equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non- Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration. (e) If the tax opinions referred to in Section 7.01(e) cannot be rendered because the counsel charged with providing such opinions reasonably determine that the Merger may not satisfy the continuity of interest requirements applicable to reorganizations under Section 368(a) of the Code, then Parent shall reduce the number of shares of Company Common Stock converted into the Cash Consideration and correspondingly increase the number of shares of Company Common Stock converted into the Stock Consideration by the minimum amount necessary to enable such tax opinion to be rendered (the fair market value of which, at the Effective Time, shall equal the reduction in Cash Consideration).

Election Procedures. Each person entitled to make the election referred to in Section 3.03 above shall (ai) Each record make the election by written notice delivered to Acquiror not earlier than the twentieth business day after the date hereof and no later than the twenty-fifth business day after the date hereof, subject to the Company's ability to extend for an additional 10 business days (the "Election Deadline") and (ii) at the time of such election, execute and deliver to Acquiror a retired member agreement (to the extent such person does not sign a Member Agreement) which shall contain terms substantially identical to the terms contained in the Member Agreement, except that such retired member agreement shall not contain the terms set forth in Sections 1 (except with respect to termination), 2(a), 2(e), 3(i), 5 through 13 and 22 of the Member Agreement. Any election may be revoked until the Election Deadline by written notice to the Acquiror received prior to such Election Deadline, at which time such election shall be irrevocable. In the event that either a Withdrawn Member or a holder of Shares a Managing Director Subordinated Note fails to make the election referred to in Section 3.03 by the Election Deadline with respect to a Withdrawn Member Interest or a Managing Director Subordinated Note, then the Company shall (other than Dissenting Sharesi) in the case of a Withdrawn Member Interest, if any, Shares owned by Textron and shares to be cancelled redeem such amount in accordance with Section 3.1(b)) issued the terms of the Operating Agreement, and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"), (ii) in the Stock Consideration (case of a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election")Managing Director Subordinated Note, or to indicate that have such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided note redeemed by the Paying Agent (Company, in each case, effective as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter In connection therewith, the Company agrees to take, or cause to be taken, all necessary steps to redeem pursuant to the terms thereof, as of Transmittal the Effective Time, all outstanding Withdrawn Member Interests or Managing Director Subordinated Notes not subject to an effective election (it being understood that Section 3.03 and Form 3.04 will not result in a duplication of Election shall specify that delivery amounts owed to Withdrawn Members or holders of Managing Director Subordinated Notes). Shares of Acquiror Common Stock and Acquiror Subordinated Notes issued pursuant to this Article III shall be effected, and risk of loss and title to issued at or promptly after the Certificates transmitted therewith shall pass, only upon proper delivery Effective Time consistent with the payment of the Certificates Merger Consideration pursuant to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (or by an appropriate guarantee of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Agent3.02.

Election Procedures. Each holder of record of shares of FNB Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this ARTICLE II, to submit an election in accordance with the following procedures: (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled Holder may specify in a request made in accordance with the provisions of this Section 3.1(b)2.06 (each, an “Election”) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (number of shares of FNB Common Stock owned by such Holder with respect to which such Holder desires to make a "Cash Election"), Stock Election and (ii) the number of shares of FNB Common Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or owned by such Holder with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed Holder desires to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which make a Cash Election has been madeElection. (b) Elections pursuant As promptly as practicable after the FNB Meeting, assuming the Requisite FNB Shareholder Approval is obtained, but in any event no later than ten (10) Business Days prior to Section 3.2(a) shall be made on the form of letter of transmittal Effective Time, and form of election (the "Letter of Transmittal and Form of Election") provided that FNB has delivered, or caused to be provided by delivered, to the Paying Exchange Agent (all information that is necessary for the Exchange Agent to perform its obligations as defined specified herein, the Exchange Agent in Section 3.3(a)) accordance with the Exchange Agent Agreement shall mail or otherwise cause to holders be delivered to each holder of record of Shares, together with instructions for use in effecting the surrender a Certificate or Certificates who has not previously surrendered such Certificate or Certificates an Election Form and Letter of the Certificates for payment thereforTransmittal, as soon as practicable following the Effective Time. The Letter of Transmittal hereinafter defined, to include or be accompanied by appropriate and Form of Election customary transmittal materials, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent, as well as instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration as provided for in this Agreement (collectively, the “Election Form and Letter of Transmittal” or “Election Form”). Elections shall be made by mailing to the Paying Agent a duly completed The form of Election Form and Letter of Transmittal shall be agreed to between FNB and Buyer not later than the time of filing of the Registration Statement. Each Election Form and Letter of Election Transmittal shall permit such Holder, subject to the allocation and election procedures set forth in this Section 2.06, to (i) elect to receive the Cash Consideration for all of the shares of FNB Common Stock held by such Holder in accordance with Section 3.3(b2.01(c), (ii) elect to receive the Stock Consideration for all of such shares in accordance with Section 2.01(c), (iii) elect to receive the Stock Consideration for a specified number of whole shares of such Holder’s FNB Common Stock and the Cash Consideration for the remaining number of whole shares of such Holder’s FNB Common Stock or (iv) indicate that such Holder has no preference as to the receipt of cash or Buyer Common Stock for such shares (a “Non-Election”). A Holder 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 of the shares of FNB Common Stock held by such Representative for a particular beneficial owner. Any shares of FNB Common Stock with respect to which the Holder thereof has not, as of the Election Deadline, made an election by submission to the Exchange Agent of an effective, properly completed Election Form shall be deemed Non-Election Shares. (c) Notwithstanding any other provision in this Agreement to the contrary, a Holder who (i) makes a Stock Election that would result in such Holder receiving less than ten (10) whole shares of Buyer Common Stock, or (ii) would otherwise be allocated Stock Consideration consisting of less than ten (10) whole shares of Buyer Common Stock under this Section 2.06 as a result of a Non-Election or deemed Non-Election or (iii) would otherwise be allocated Stock Consideration consisting of less than ten (10) whole shares of Buyer Common Stock pursuant to the allocation and pro-ration provisions of Section 2.02, shall instead in any such case of (i), (ii) or (iii) above, be allocated Cash Consideration in respect of such shares of FNB Common Stock as if such Holder had made a valid Election to receive Cash Consideration in respect of such shares of FNB Common Stock. (d) To be effective, a Letter properly completed Election Form, accompanied by the Certificate(s) to which such Election Form relates, shall be submitted to the Exchange Agent no later than 5:00 p.m., Central time, on the date that Buyer and FNB agree is as near as practicable to five (5) Business Days before the anticipated Effective Time (or such other time and date as Buyer and FNB may mutually agree, and as to be set forth in the Election Form) (the “Election Deadline”). FNB shall provide to the Exchange Agent all information reasonably necessary for it to perform the duties as specified herein. An Election shall be deemed to have been properly made only if the Exchange Agent shall have duly received a properly completed Election Form, accompanied by the Certificate(s) to which such Election Form relates, by the Election Deadline, unless a Holder elects to make delivery of Transmittal the Certificate(s) pursuant to a guarantee of delivery as provided in the Election Form, in which case a properly completed Election Form shall be delivered to and received by the Exchange Agent by the Election Deadline, and the Certificates(s) shall be delivered pursuant to the guarantee of delivery as provided in the Election Form of no later than two (2) Business Days after the Election must be Deadline. If a Holder either (i) does not submit a properly completed, signed completed Election Form and submitted to the Paying Agent at its designated office and Certificate(s) in a timely fashion or (ii) accompanied revokes his, her or its Election Form before the Election Deadline (without later submitting a properly completed Election Form before the Election Deadline), the shares of FNB Common Stock held by such Holder shall be designated as Non-Election Shares. Any Holder may revoke or change his, her or its Election by written notice to the Exchange Agent only if such notice of revocation or change is duly received by the Certificates representing Exchange Agent before the Shares as Election Deadline. Subject to which the election is being made (or by an appropriate guarantee terms of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or this Agreement and of the National Association of Securities DealersElection Form, Inc.the Exchange Agent shall have sole authority to determine when any Election, provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole modification or revocation is received and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election such Election, modification or revocation has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Agentmade.

Election Procedures. (a) Each record holder Holders of Shares shares of UpState Common Stock may elect to receive shares of Xxxxxxx Common Stock or cash (other than Dissenting Shares, if any, Shares owned by Textron and in either case without interest) in exchange for their shares to be cancelled of UpState Common Stock in accordance with Section 3.1(b)) issued the procedures and outstanding immediately prior subject to the Effective Time shall be entitled limitations set forth in this Section 2.2. Shares of UpState Common Stock as to submit which a request specifying the portion of such record holder's Shares which such record holder desires Cash Election (including, pursuant to have converted into (i) the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or ) has been made are referred to indicate that such record holder has no preference herein as “Cash Election Shares.” Shares of UpState Common Stock as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Stock Election is has been made (including including, pursuant to a Mixed Election) are referred to as “Stock Election Shares.” Shares in respect of UpState Common Stock as to which such an no election is deemed to have has been made pursuant (or as to this Section 3.2(awhich an Election Form is not returned properly completed) and Section 3.1(g)) (collectively, "are referred to herein as “Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made.” (b) Elections pursuant to Section 3.2(a) shall be made on the An election form of letter of and other appropriate and customary transmittal and form of election materials (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election which shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the such Certificates to the Paying Exchange Agent. Elections ), in such form as UpState and Xxxxxxx shall mutually agree (“Election Form”), shall be made by mailing mailed on the same date as the Joint Proxy Statement/Prospectus (as defined herein) is mailed to stockholders of UpState (the “Mailing Date”) to each holder of record of UpState Common Stock eligible to vote at the UpState Stockholders’ Meeting (the “Election Form Record Date”). Each Election Form shall permit such holder, subject to the Paying Agent a duly completed Letter allocation and election procedures set forth in this Section 2.2, (i) to elect to receive the Cash Consideration for all of Transmittal and Form the shares of Election UpState Common Stock held by such holder, in accordance with Section 3.3(b2.1(c)(1), (ii) to elect to receive the Stock Consideration for all of such shares, in accordance with Section 2.1(c)(2), (iii) to elect to receive the Stock Consideration for a certain whole number of such holder’s shares and the Cash Consideration for all other shares of such holder’s shares (a “Mixed Election”) (all such shares together, the “Mixed Election Shares”), or (iv) to indicate that such record holder has no preference as to the receipt of cash or Xxxxxxx Common Stock for such shares. A holder of record of shares of UpState Common Stock who holds such shares as nominee, trustee or in another representative capacity (a “Stockholder Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of UpState Common Stock held by such Stockholder Representative for a particular beneficial owner. Any shares of UpState 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 of an effective, properly completed Election Form shall be deemed Non-Election Shares. All Dissenting Shares shall be deemed shares subject to a Cash Election, and with respect to such shares the holders thereof shall in no event receive consideration comprised of Xxxxxxx Common Stock; provided, however, that for purposes of making the proration calculations provided for in this Section 2.2, only Dissenting Shares as existing at the Effective Time shall be deemed Cash Election Shares. (c) To be effective, a Letter properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City time, on the day of Transmittal the UpState Shareholders’ Meeting (or such other time and date as Xxxxxxx and UpState may mutually agree) (the “Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Closing Date. UpState shall use commercially reasonable efforts to make available up to two separate Election Forms, or such additional Election Forms as Xxxxxxx may permit, to all persons who become holders (or beneficial owners) of UpState Common Stock between the Election Form Record Date and the close of business on the business day prior to the Election must Deadline. UpState shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of UpState Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If an UpState stockholder either (i) does not submit a properly completed, signed and submitted completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Paying Election Deadline (without later submitting a properly completed Election Form prior to the Election Deadline), the shares of UpState 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 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 at or prior to the Election Deadline. Xxxxxxx shall cause the Certificate or Certificates relating to any revoked Election Form to be promptly returned without charge to the person submitting the Election Form to the Exchange Agent. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have discretion to determine when any election, modification or revocation is received and whether any such election, modification or revocation has been properly made. All Elections (whether Cash, Stock or Mixed) shall be revoked automatically if the Exchange Agent is notified in writing by Xxxxxxx or UpState, upon exercise by Xxxxxxx or UpState of its designated office respective or their mutual rights to terminate this Agreement to the extent provided under Article 10, that this Agreement has been terminated in accordance with Article 10. (d) The number of shares of UpState Common Stock to be converted into the right to receive the Cash Consideration shall be equal to 10% of the number of shares of UpState Common Stock outstanding immediately prior to the Effective Time (the “Aggregate Cash Limit”) and the number of shares of UpState Common Stock to be converted into the right to receive the Stock Consideration shall be equal to 90% of the number of shares of UpState Common Stock outstanding immediately prior to the Effective Time (the “Aggregate Stock Limit”). (e) If the number of Cash Election Shares is less than the Aggregate Cash Limit, then: (1) all Cash Election Shares shall be converted into the right to receive the Cash Consideration, (2) Non-Election Shares shall then be deemed to be Cash Election Shares to the extent necessary to have the total number of Cash Election Shares equal the Aggregate Cash Limit. If less than all of the Non-Election Shares need to be treated as Cash Election Shares, then a sufficient number of Non-Election Shares shall be deemed Cash Election Shares (“Deemed Cash Election Shares”) and Share Election Shares (“Deemed Share Election Shares”) on a pro rata basis as described below such that the sum of the number of Cash Election Shares plus the number of Deemed Cash Election Shares equals the Aggregate Cash Limit and all Deemed Share Election Shares shall be treated as Stock Election Shares, (3) if all of the Non-Election Shares are treated as Cash Election Shares under the preceding subsection and the total number of Cash Election Shares is less than the Aggregate Cash Limit, then the Exchange Agent shall convert on a pro rata basis as described below a sufficient number of Stock Election Shares into Cash Election Shares (“Reallocated Cash Shares”) such that the sum of the number of Cash Election Shares plus the number of Reallocated Cash Shares equals the Aggregate Cash Limit, and all Reallocated Cash Shares will be converted into the right to receive the Cash Consideration, and (4) the Stock Election Shares which are not Reallocated Cash Shares shall be converted into the right to receive the Stock Consideration. (f) If the number of Cash Election Shares is greater than the Aggregate Cash Limit, then: (1) all Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Stock Consideration, (2) the Exchange Agent shall convert on a pro rata basis as described below a sufficient number of Cash Election Shares (“Reallocated Stock Shares”) such that the number of remaining Cash Election Shares equals the Aggregate Cash Limit, and all Reallocated Stock Shares shall be converted into the right to receive the Stock Consideration, and (3) the Cash Election Shares which are not Reallocated Stock Shares shall be converted into the right to receive the Cash Consideration. (g) If the number of Cash Election Shares is equal to the Aggregate Cash Limit, then subparagraphs (d)(i) and (ii) accompanied above shall not apply and all Non-Election Shares and all Stock Election Shares will be converted into the right to receive the Stock Consideration. (h) In the event that the Exchange Agent is required to convert some Stock Election Shares into Reallocated Cash Shares, each holder of Stock Election Shares shall be allocated a pro rata portion of the total Reallocated Cash Shares. In the event the Exchange Agent is required to convert some Cash Election Shares into Reallocated Stock Shares, each holder of Cash Election Shares shall be allocated a pro rata portion of the total Reallocated Stock Shares. (i) Notwithstanding any other provision hereof, no fractional shares of Xxxxxxx Common Stock and no certificates or scrip therefor, or other evidence of ownership thereof, will be issued in the Merger. Instead, Xxxxxxx will pay to each holder of UpState Common Stock who would otherwise be entitled to a fractional share of Xxxxxxx Common Stock (after taking into account all certificates formerly representing shares of UpState Common Stock delivered by such holder) an amount in cash (without interest) determined by multiplying such fraction of a share of Xxxxxxx Common Stock by the Certificates representing average of the Shares closing sale prices of Xxxxxxx Common Stock, as reported on The Nasdaq Stock Market for the twenty consecutive trading days ending on the day immediately prior to which the election is being made (or by an appropriate guarantee of delivery of such Certificates by a commercial bank or trust company Closing Date; provided, however, that in the United States event Xxxxxxx Common Stock does not trade on one or a member of a registered national security exchange or more of the National Association trading days in such period, any such date shall be disregarded in computing the average closing sales price and the average shall be based upon the closing sales prices and number of Securities Dealers, Inc., provided days on which Xxxxxxx Common Stock actually traded during such Certificates are in fact delivered to the Paying Agent within eight Trading Days period. (j) Within seven business days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision Effective Time of the Company (or Merger, Xxxxxxx shall cause the Paying Agent, Exchange Agent to effect the allocation of the Cash Consideration and the Stock Consideration among holders of UpState Common Stock and to distribute the Merger Consideration as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Agentset forth herein.

Election Procedures. Election forms and other appropriate and customary transmittal materials (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith certificates theretofor representing shares of First Century Common Stock (“Certificates”) and any non-certificated shares of First Century Common Stock (“Book Entry Shares”) shall pass, only upon proper delivery of such Certificates or Book Entry Shares to an exchange agent designated by Summit (the Certificates “Exchange Agent”)) and acceptable to First Century in its reasonable discretion, in such form as Summit and First Century shall mutually agree (“Election Forms”) shall be mailed at least twenty (20) days prior to the Paying Agent. Elections shall be made by mailing anticipated Effective Date (the “Mailing Date”) to each holder of record of First Century Common Stock as of five (5) Business Days prior to the Paying Agent a duly completed Letter Mailing Date (“Election Form Record Date”). (a) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), subject to the allocation procedures of Transmittal and Form of Election in accordance with Section 3.3(b2.2(e). To be effective, a Letter of Transmittal and Form of Election must be either (i) properly completed, signed and submitted to the Paying Agent at its designated office and elect to receive only Summit Common Stock with respect to such holder’s First Century Common Stock (“Stock Election Shares”); (ii) accompanied to elect to receive only cash with respect to such holder’s First Century Common Stock (“Cash Election Shares”); (iii) to elect to receive a combination of Summit Common Stock and cash with respect to such holder’s First Century Common Stock rounded, in each case, to the nearest whole share (“Mixed Election Shares”); or (iv) to indicate that such holder makes no election (“No Election Shares”). Subject to the allocation procedures of this Section 2.2, the Mixed Election Shares shall be divided by the Certificates representing Exchange Agent into such portion (to be as closely as possible to 65.0% in the Shares as aggregate) with respect to which the election is being made holder shall receive Summit Common Stock (or by an appropriate guarantee of delivery of the “Mixed Stock Shares”) and such Certificates by a commercial bank or trust company portion (to be approximately 35.0% in the United States or a member aggregate) with respect to which the holder shall receive cash (the “Mixed Cash Shares”) for the purposes of a registered national security exchange or of allocating the National Association of Securities DealersMerger Consideration as specified below, Inc.it being the intention that, provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after fullest extent possible, subject to all applicable constraints, all Mixed Election Shares shall receive the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part Merger Consideration without regard to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revokedpro rata selection process set forth in Section 2.2(e) below. The decision of Any First Century Common Stock with respect to which the Company holder (or the Paying Agentbeneficial 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., Eastern time, on the fifteenth (15th) day following the Mailing Date (or such other time and date as Summit and First Century may mutually agree) (the “Election Deadline”) shall also be deemed to be “No Election Shares.” (b) Summit shall make available up to two separate Election Forms, or such additional Election Forms as Summit in its sole discretion may permit, to all persons who become holders (or beneficial owners) of First Century Common Stock between the Election Form Record Date and close of business on the Business Day prior to the Election Deadline, and First Century shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. First Century acknowledges that no deadlines for mailing Election Forms contained elsewhere in this Agreement shall be applicable to such shareholders and that the election requests of such shareholders need not be honored. (c) Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) or Book Entry Shares representing all shares of First Century 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 such Election Form at or prior to the Election Deadline. Following the Election Deadline, an Election Form may not be revoked or changed by the person submitting such Election Form. In the event an Election Form is revoked prior to the Election Deadline, the shares of First Century Common Stock represented by such Election Form shall become No Election Shares and Summit shall cause the Certificates or Book Entry Shares to be promptly returned without charge to the person submitting the Election Form upon written request to that effect from the person who submitted the Election Form. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have the sole discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any decisions of the Exchange Agent regarding such matters shall be conclusive binding and bindingconclusive. Neither the Company Summit nor the Paying Exchange Agent will shall be under any obligation to notify any person of any defect in a Letter an Election Form. (d) Within five (5) Business Days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, Summit shall cause the Exchange Agent to effect the allocation among the holders of Transmittal First Century Common Stock of rights to receive the Stock Consideration or the Cash Consideration in the Merger in accordance with the Election Forms, subject to Section 2.2(e). (e) Notwithstanding any other provision contained in this Agreement, the total number of shares of First Century Common Stock to be converted into the right to receive the Stock Consideration pursuant to Section 2.1 shall not be more than that number equal to 65.0% (as close as possible) of the Merger Consideration (the “Stock Conversion Number”) and Form the total Cash Consideration shall not be more than 35.0% of Election submitted to the Paying AgentMerger Consideration.

Election Procedures. 3.2.1. Holders of GCB Common Stock may elect to receive shares of OFC Common Stock or cash (ain either case without interest) Each record holder in exchange for their shares of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled GCB Common Stock in accordance with the procedures set forth herein; provided that, in the aggregate, and subject to the provisions of this Section 3.1(b)) 3.2, 60% of the total number of shares of GCB Common Stock issued and outstanding immediately prior to at the Effective Time Time, excluding any Non-Exchangeable Shares (the “Stock Conversion Number”), shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration and the remaining outstanding shares of GCB Common Stock shall be converted into the Cash Consideration. Shares of GCB Common Stock as to which a Cash Election (including, pursuant to a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or ) has been made are referred to indicate that such record holder has no preference herein as “Cash Election Shares.” Shares of GCB Common Stock as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Stock Election is has been made (including including, pursuant to a Mixed Election) are referred to as “Stock Election Shares.” Shares in respect of GCB Common Stock as to which such an no election is deemed to have has been made pursuant (or as to this Section 3.2(awhich an Election Form is not returned properly completed) and Section 3.1(g)) (collectively, "are referred to herein as “Non-Election Shares") shall be deemed .” The aggregate number of shares of GCB Common Stock with respect to be Shares in respect of which a Cash Stock Election has been mademade is referred to herein as the “Stock Election Number.” 3.2.2. An election form and other appropriate and customary transmittal materials (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election which shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the such Certificates to the Paying Exchange Agent. Elections ), in such form as GCB and OFC shall mutually agree (“Election Form”), shall be made by mailing mailed no more than 40 business days and no less than 20 business days prior to the Paying Agent a duly completed Letter anticipated Effective Time or on such earlier date as OFC and GCB shall mutually agree (the “Mailing Date”) to each holder of Transmittal record of GCB Common Stock as of five business days prior to the Mailing Date (the “Election Form Record Date”). Each Election Form shall permit such holder, subject to the allocation and Form election procedures set forth in this Section 3.2, (i) to elect to receive the Cash Consideration for all of Election the shares of GCB Common Stock held by such holder, in accordance with Section 3.3(b)3.1.3, (ii) to elect to receive the Stock Consideration for all of such shares, in accordance with Section 3.1.3, (iii) to elect to receive the Stock Consideration for a part of such holder’s GCB Common Stock and the Cash Consideration for the remaining part of such holder’s GCB Common Stock, or (iv) to indicate that such record holder has no preference as to the receipt of cash or OFC Common Stock for such shares. A holder of record of shares of GCB 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 GCB Common Stock held by such Representative for a particular beneficial owner. Any shares of GCB 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 of an effective, properly completed Election Form shall be deemed Non-Election Shares. 3.2.3. To be effective, a Letter properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New Jersey time, on the 20th day following the Mailing Date (or such other time and date as OFC and GCB may mutually agree) (the “Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Closing Date. GCB shall use its reasonable best efforts to make available up to two separate Election Forms, or such additional Election Forms as OFC may permit, to all persons who become holders (or beneficial owners) of Transmittal GCB Common Stock between the Election Form Record Date and the close of business on the business day prior to the Election Deadline. GCB shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed and duly executed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates (including delivery by electronic book-entry form) or the guaranteed delivery of such Certificates) representing all shares of GCB Common Stock covered by such Election must be Form, together with duly executed transmittal materials included with the Election Form. If an GCB shareholder either (i) does not submit a properly completed, signed and submitted to the Paying Agent at its designated office and completed Election Form in a timely fashion or (ii) accompanied 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 GCB 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 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 at or prior to the Election Deadline. OFC shall cause the Certificate or Certificates representing relating to any revoked Election Form to be promptly returned without charge to the Shares as person submitting the Election Form to which the election is being made (or by an appropriate guarantee Exchange Agent. Subject to the terms of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or this Agreement and of the National Association of Securities DealersElection Form, Inc.the Exchange Agent shall have discretion to determine when any election, provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole modification or revocation is received and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election such election, modification or revocation has been properly completedmade. All elections shall be revoked automatically if the Exchange Agent is notified in writing by OFC or GCB, signed upon exercise by OFC or GCB 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 and submitted or revokedOFC shall cause all Certificates to be promptly returned without charge to all persons submitting Election Forms to the Exchange Agent. 3.2.4. The decision If the aggregate number of shares of GCB Common Stock with respect to which Stock Elections shall have been made (the Company “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 converted into the right to receive the Stock Consideration in respect of that number of Stock Election Shares equal to the product obtained by multiplying (or x) the Paying Agentnumber 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 case may be) in such matters “Shortfall Number”), then all Stock Election Shares shall be conclusive converted into the right to receive the Stock Consideration and binding. Neither the Company nor Non-Election Shares and Cash Election Shares shall be treated in the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted following manner: (A) If the Shortfall Number is less than or equal to the Paying Agentnumber of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and the Non-Election Shares of each holder thereof shall convert into the right to receive the Stock Consideration in respect of that number of Non-Election Shares equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and 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) Each record An election form, in such form as SmartFinancial and Bancshares shall mutually agree (the “Election Form”), shall be mailed or delivered by Bancshares no later than the Mailing Date to each holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and record of shares to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately prior to of Bancshares Class A Stock as of the Effective Time shall be record date for determining Bancshares shareholders entitled to submit a request specifying notice of and to vote on this Agreement at the portion Bancshares Meeting (the “Record Date”). Additionally, Bancshares shall make Election Forms available, upon request, to all Persons who become holders of Bancshares Class A Stock after the Record Date. (b) The Election Form shall entitle each holder of shares of Bancshares Class A Stock (or the beneficial owner of such record holder's Shares which such record holder desires shares through appropriate and customary documentation and instructions) to have converted into (i) the elect to receive Cash Consideration for all of such holder’s shares of Bancshares Class A Stock (a "“Cash Election"”), (ii) the elect to receive Stock Consideration for all of such holder’s shares of Bancshares Class A Stock (a "“Stock Election") or ”), (iii) elect to receive Cash Consideration for 20% of such holder’s shares of Bancshares Class A Stock and Stock Consideration for the Mixed Consideration remaining 80% of such holder’s shares of Bancshares Class A Stock (a "“Mixed Election"”), or to (iv) indicate that such record holder has no preference preference, or makes no election, as to the receipt of Cash Consideration, Stock Consideration or Mixed Stock Consideration for such Shares holder’s shares of Bancshares Class A Stock (a "“Non-Election"”). Holders of record of shares of Bancshares Class A Stock who hold such shares as nominees, trustees, or in other representative capacities (each a “Representative”) may submit multiple Election Forms, provided that any such Representative certifies that each such Election Form covers all of the shares of Bancshares Class A Stock held by that Representative for a particular beneficial owner. Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed Bancshares Class A Stock as to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as “Cash Election Shares.” Shares of Bancshares Class A Stock as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” Shares of Bancshares Class A Stock as to which no election has been made, including shares issued in connection with the exercise after the Election Deadline (as defined below) of Bancshares Options, are referred to herein as “Non-Election Shares.” The aggregate number of shares of Bancshares Class A Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.” All Dissenting Shares shall be deemed to be Cash Election Shares. (bc) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and properly completed Election Form of Election must be received by the Exchange Agent (as defined below) prior to 5:00 p.m. Eastern Time on the fifth Business Day immediately following the date of the Bancshares Meeting, or such other time and/or date as SmartFinancial and Bancshares may mutually agree (the “Election Deadline”). An election shall be deemed to have been properly made only if the agent designated by SmartFinancial (who, if other than SmartFinancial’s then acting transfer agent, is reasonably acceptable to Bancshares) to act as the exchange agent for purposes of this Agreement (the “Exchange Agent”) shall have actually received a properly completed Election Form by the Election Deadline. A Bancshares shareholder shall be permitted to, at any time prior to the Election Deadline, change such shareholder’s election by written notice actually received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed substitute Election Form. A Bancshares shareholder shall be permitted to, at any time prior to the Election Deadline, revoke such shareholder’s election by written notice actually received by the Exchange Agent prior to the Election Deadline. All elections shall be deemed revoked automatically if the Exchange Agent is notified in writing by SmartFinancial and Bancshares that this Agreement has been terminated. If a Bancshares shareholder either (i) does not submit a properly completedcompleted Election Form by the Election Deadline, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (or by an appropriate guarantee of delivery of revokes such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered shareholder’s Election Form prior to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole Election Deadline and absolute discretion, which authority it may delegate in whole or in part does not submit a properly executed substitute Election Form prior to the Paying AgentElection Deadline, or (iii) asserts but fails to perfect such shareholder’s right to dissent from the Parent Merger under applicable Law, the shares of Bancshares Class A Stock held by such shareholder shall be designated Non-Election Shares. Subject to the terms and conditions of this Agreement, the Exchange Agent shall have reasonable discretion to determine whether any Letter of Transmittal and Form of Election election, change, or revocation has been properly completedand timely made and received and to disregard immaterial defects in any Election Form, signed and submitted or revoked. The decision any good faith decisions of the Company (or the Paying Agent, as the case may be) in Exchange Agent regarding such matters shall be conclusive binding and bindingconclusive. Neither the Company SmartFinancial Parties nor the Paying Exchange Agent will shall be under any obligation to notify any person Person of any defect in a Letter of Transmittal and Form of an Election submitted to the Paying AgentForm.

Election Procedures. (ai) Each At or prior to the Effective Time, Central Pacific shall deposit, or shall cause to be deposited, with an exchange agent selected by Central Pacific, with CB Bancshares' prior approval, which shall not be unreasonably withheld (the "Exchange Agent"), for the benefit of the holders of certificates formerly representing CB Shares, certificates representing shares of Central Pacific Common Stock and any cash and any dividends or other distributions with respect to the Central Pacific Common Stock to be issued or paid pursuant to Sections 3.01(a) and 3.04 in exchange for outstanding CB Shares upon due surrender of the Certificates pursuant to the provisions of this Article III (such cash and certificates for shares of Central Pacific Common Stock, together with the amount of any dividends or other distributions payable with respect thereto, being hereinafter referred to as the "Exchange Fund"). (ii) Subject to allocation and proration in accordance with the provisions of this Section 3.03, each record holder of CB Shares (other than Dissenting Excluded Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately prior to the Effective Time Election Deadline (as defined below) shall be entitled (A) to submit a request specifying the portion elect to receive in respect of each such record holder's Shares which such record holder desires to have converted into Share (ix) the Cash Consideration (a "Cash Election"), ) or (iiy) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or (B) to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Stock Consideration for such CB Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. (biii) Elections pursuant to Section 3.2(a3.03(b)(ii) shall be made on the a form of letter of transmittal and form of election with such other provisions to be reasonably agreed upon by CB Bancshares and Central Pacific (the a "Letter of Transmittal and Form of Election") to be provided by the Paying Exchange Agent for that purpose to holders of record of CB Shares (other than holders of Excluded Shares), together with appropriate transmittal materials, at the time of mailing to holders of record of CB Shares of the Joint Proxy Statement (as defined in Section 3.3(a)6.03) in connection with the shareholders meetings referred to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying AgentSection 6.02. Elections shall be made by mailing to the Paying Exchange Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b)Election. To be effective, a Letter of Transmittal and Form of Election must be (ix) properly completed, signed and submitted to the Paying Exchange Agent at its designated office by 5:00 p.m. on the business day that is two trading days prior to the Closing Date (which date shall be publicly announced by Central Pacific as soon as practicable but in no event fewer than 14 days prior to the Closing Date) (the "Election Deadline") and (iiy) accompanied by the Certificates Certificate(s) representing the CB Shares as to which the election is being made (or by an appropriate guarantee of delivery of such Certificates Certificate(s) by a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided that such Certificates are in fact delivered to the Paying Exchange Agent within eight Trading Days three trading days after the date of execution of such guarantee of delivery). The Company Central Pacific shall determineuse its reasonable best efforts, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters CB Bancshares shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Agent.cooperate

Election Procedures. (a) Each record holder of Shares record of shares of Company Common Stock (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)including Company Restricted Stock) issued and outstanding immediately prior to the Effective Time (a “Holder”) shall be entitled 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) Each Holder may specify in a request specifying made in accordance with the portion provisions of such record holder's Shares which such record holder desires to have converted into this ‎‎Section 3.3 (herein called an “Election”) (i) the Cash Consideration (number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a "Cash Election"), Stock Election and (ii) the number of shares of Company Common Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or owned by such Holder with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed Holder desires to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which make a Cash Election has been madeElection. (b) Elections pursuant Parent shall prepare a form reasonably acceptable to Section 3.2(a) shall be made on the form of letter of transmittal and form of election Company (the "Letter of Transmittal and “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 prior to the Election Deadline. (c) The Company shall mail or cause to be provided by mailed the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk to record holders of loss and title Common Stock as of the record date for the Company Stockholder Meeting not less than twenty (20) Business Days prior to the Certificates transmitted therewith anticipated Election Deadline and shall pass, only upon proper delivery of the Certificates use reasonable best efforts to the Paying Agent. Elections shall be made by mailing to the Paying Agent make available as promptly as possible a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(bto 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”). To be effective, a Letter pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of Transmittal and the Form of Election must be (i) to Company stockholders, shall have received, by the Election Deadline, a Form of Election properly completed, completed and signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as 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 election is being made (books of the Company or by an appropriate customary guarantee of delivery of such Certificates by Certificates, as set forth in such Form of Election, from a commercial bank or trust company firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the United States or a member of a registered national security exchange or of the National Association of Securities DealersExchange Act); provided, Inc., provided that such Certificates are in fact delivered to the Paying Exchange Agent within eight Trading Days after by the date of execution of 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. The Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall determinebe 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 authority it may delegate in whole or in part the principal office of the Exchange Agent is located) on the later of (i) the date immediately prior to the Paying Agent, whether any Letter of Transmittal Company Stockholder Meeting and Form of Election has been properly completed, signed (ii) the date that Parent and submitted or revokedthe Company shall agree is five (5) Business Days prior to the expected Closing Date. The decision Company and Parent shall cooperate to issue a press release reasonably satisfactory to each of them announcing the anticipated date of the Company Election Deadline not more than fifteen (or 15) Business Days before, and at least five (5) Business Days prior to, the Paying AgentElection Deadline. If the Closing is delayed to a subsequent date, as the case may be) in such matters Election Deadline shall be conclusive similarly delayed and binding. Neither the Company nor the Paying Agent will be under any obligation and Parent shall cooperate to notify any person of any defect in a Letter of Transmittal promptly publicly announce such rescheduled Election Deadline and Form of Election submitted to the Paying AgentClosing.

Election Procedures. Each holder of record of shares of Bank Common Stock and Series A Preferred Stock (each, a “Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled Holder may specify in a request made in accordance with the provisions of this Section 3.1(b)2.1 (herein called an “Election”) issued and outstanding immediately prior (w) the number of shares of Bank Common Stock owned by such Holder with respect to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder Holder desires to have converted into make a Stock Election, (ix) the Cash Consideration (number of shares of Bank Common Stock owned by such Holder with respect to which such Holder desires to make a "Cash Election"), (iiy) the number of shares of Series A Preferred Stock Consideration (owned by such Holder with respect to which such Holder desires to make a "Stock Election") or , and (iiiz) the Mixed Consideration (a "Mixed Election"), or number of shares of Series A Preferred Stock owned by such Holder with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed Holder desires to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which make a Cash Election has been madeElection. (b) Elections pursuant to Section 3.2(a) Purchaser shall be made on the prepare a form of letter of transmittal and form of election (the "Letter of Transmittal and “Form of Election"”), which shall be mailed to the Bank’s shareholders so as to permit the Bank’s shareholders to exercise their right to make an Election prior to the Election Deadline. (c) to be provided by Purchaser shall make the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify initially available to the Bank’s shareholders at the time that delivery shall be effectedthe Proxy Statement is made available to the shareholders of the Bank, and risk of loss and title shall use all reasonable efforts to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent make available as promptly as possible a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter to any shareholder of Transmittal and the Bank who requests such Form of Election must 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 (i20) days prior to the Election Deadline. (d) Any Election shall have been made properly completedonly 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 Purchaser and reasonably acceptable to the Bank (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to the Bank’s shareholders and reasonably acceptable to the Bank, shall have received, by 5:00 p.m. local time in the city in which the principal office of such Exchange Agent is located, on the date of the Election Deadline, a Form of Election properly completed and signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Bank Stock Certificates representing the Shares as to which the election is being made (such Form of Election relates or by an appropriate customary guarantee of delivery of such Certificates by certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities DealersStates; provided, Inc., provided that such Certificates certificates are in fact delivered to the Paying Exchange Agent within eight Trading Days after by the date of execution of time required in such guarantee of delivery). The Company Failure to deliver shares of the Bank Common Stock or Series A Preferred Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall determinebe deemed to invalidate any otherwise properly made Election, unless otherwise determined by Purchaser, in its sole and absolute discretion. As used herein, which authority it may delegate in whole or in part “Election Deadline” means 5:00 p.m. on the date that is the day prior to the Paying Agent, whether any Letter date of Transmittal and Form of Election has been properly completed, signed and submitted or revokedthe Shareholder Meeting. The decision Bank and Purchaser shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Company Election Deadline not more than fifteen (or 15) business days before, and at least five (5) business days prior to, the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying AgentDeadline.

Election Procedures. (ai) Each As of the Effective Time, Parent shall deposit, or shall cause to be deposited, with an exchange agent selected by Parent, with the Company's prior approval, which shall not be unreasonably withheld (the "Exchange Agent"), for the benefit of the holders of Shares, certificates representing the shares of Parent Common Stock and any cash to be paid pursuant to Section 4.1 and thereafter, shall from time to time deposit, or cause to be deposited any dividends or other distributions with respect to the Parent Common Stock to be issued or paid pursuant to Section 4.2(c) in exchange for outstanding Shares (such cash and certificates for shares of Parent Common Stock, together with the amount of any dividends or other distributions payable with respect thereto, being hereinafter referred to as the "Exchange Fund"). (ii) Subject to allocation and proration in accordance with the provisions of this Section 4.2, each record holder of Shares (other than Dissenting Excluded Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately prior to the Effective Time Election Deadline (as defined below) shall be entitled (A) to submit a request specifying the portion elect to receive in respect of each such record holder's Shares which such record holder desires to have converted into Share (ix) the Cash Consideration (a "Cash Election"), ) or (iiy) the Stock Consideration (a "Stock Election") or (iiiB) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Stock Consideration for such Shares (a "Non-Election"); provided, however, that no U.S. Person (as defined in Rule 902(k) of the Securities Act other than any signatory to a Stockholder/Voting Agreement entered into simultaneously herewith) (the "Excluded U.S. Holders") shall be permitted to make a Stock Election. Shares in respect of which a Non-Election is made (including Shares shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) 4.2 and Section 3.1(g)4.3) (collectively, "Non-Election Shares") shall be deemed by the Parent, in its sole and absolute discretion, subject to be Sections 4.2(b)(v)-(vii), to be, in whole or in part, Shares in respect of which Cash Elections or Stock Elections have been made, provided, however, that any Non-Election made by an Excluded U.S. Holder shall be deemed to be a Cash Election has been madeElection. Any stockholders of the Company who intend to exercise their appraisal rights pursuant to Section 106 of the Act ("Dissenting Stockholders") and who do not make an election pursuant to this Section 4.2 shall be deemed to have made a Non-Election. (biii) Elections pursuant to Section 3.2(a4.2(b)(i) shall be made on the a form of letter of transmittal and form of election (the a "Letter of Transmittal and Form of Election") ), and with such other provisions to be reasonably agreed upon by the Company and Parent, to be provided by the Paying Exchange Agent (as defined in Section 3.3(a)) for that purpose to holders of record of Shares (other than holders of Excluded Shares), together with instructions for use appropriate transmittal materials, at the time of mailing to holders of record of Shares of any proxy or information statement in effecting connection with the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title stockholders meeting referred to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agentin Section 6.4. Elections shall be made by mailing to the Paying Exchange Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b)Election. To be effective, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Exchange Agent at its designated office and (ii) accompanied office, by 5:00 p.m. on the Certificates representing the Shares as to which the election business day that is being made (or by an appropriate guarantee of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered two trading days prior to the Paying Agent within eight Trading Days after Closing Date (which date shall be publicly announced by Parent as soon as practicable but in no event less than five trading days prior to the date of execution of such guarantee of deliveryClosing Date) (the "Election Deadline"). The Company shall use its best efforts to make a Form of Election available to all Persons (as defined below) who become holders of record of Shares (other than Excluded Shares) between the date of mailing described in the first sentence of this Section 4.2(b)(iii) and the Election Deadline. Parent shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Exchange Agent, whether any Letter of Transmittal and Form Forms of Election has have been properly completed, signed and submitted or revoked. The decision of the Company Parent (or the Paying Exchange Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company Parent nor the Paying Exchange Agent will be under any obligation to notify any person Person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Exchange Agent. A holder of Shares that does not submit an effective Form of Election prior to the Election Deadline shall be deemed to have made a Non-Election. (iv) An election may be revoked, but only by written notice received by the Exchange Agent prior to the Election Deadline. Upon any such revocation, unless a duly completed Form of Election is thereafter submitted in accordance with paragraph (b)(ii), such Shares shall be Non-Election Shares. (v) In the event that the aggregate number of Shares in respect of which Cash Elections have been made (collectively, the "Cash Election Shares") exceeds the Cash Election Number, all shares in respect of which Stock Elections have been made (the "Stock Election Shares") and all Non-Election Shares in respect of which Stock Elections are deemed to have been made (it being understood that in such case all Non-Election Shares shall be deemed to be shares in respect of which Stock Elections have been made) shall be converted into the right to receive Stock Consideration, and all Cash Election Shares shall be converted into the right to receive Stock Consideration or Cash Consideration in the following manner: (A) Cash Election Shares shall be deemed converted to Stock Election Shares, on a pro-rata basis, so that the number of Cash Election Shares so converted, when added to the other Stock Election Shares, shall equal as closely as practicable 50 percent of the number of Shares issued and outstanding immediately prior to the Effective Time of the Amalgamation less the Excluded Shares, and all such Cash Election Shares so converted shall be converted into the right to receive Stock Consideration (and cash in lieu of fractional interests); provided, however, that the Cash Elections made by Excluded U.S. Holders shall be exempt from the pro-ration of this paragraph (A); and (B) any remaining Cash Election Shares shall be converted into the right to receive Cash Consideration. (vi) In the event that the aggregate number of Stock Election Shares exceeds the Stock Election Number, all Cash Election Shares and all Non-Election Shares in respect of which Cash Elections are deemed to have been made (it being understood that in such case all Non-Election Shares shall be deemed to be Shares in respect of which Cash Elections have been made) shall be converted into the right to receive Cash Consideration, and all Stock Election Shares shall be converted into the right to receive Stock Consideration or Cash Consideration in the following manner: (A) Stock Election Shares shall be deemed converted into Cash Election Shares, on a pro-rata basis, so that the number of Stock Election Shares so converted, when added to the other Cash Election Shares, shall equal as closely as practicable (i) 30 percent of the number of Shares issued and outstanding immediately prior to the Effective Time of the Amalgamation less the Excluded Shares, and all such Shares so converted shall be converted into the right to receive the Cash Consideration; and (B) the remaining Stock Election Shares shall be converted into the right to receive the Stock Consideration (and cash in lieu of fractional interests). (vii) In the event that neither clause (v) nor clause (vi) of this Section 4.2(b) is applicable, (x) all Cash Election Shares and all Non-Election Shares in respect of which Cash Elections are deemed to have been made shall be converted into the right to receive Cash Consideration, and (y) all Stock Election Shares and all Non-Election Shares in respect of which Stock Elections are deemed to have been made shall be converted into the right to receive Stock Consideration (and cash in lieu of fractional interests). (viii) The Exchange Agent, in consultation with Parent and the Company, shall make all computations to give effect to this Section 4.2. (ix) After the Effective Time and subject to this Section 4.2, upon delivery of a duly completed Form of Election for Stock Consideration, the holder of such Shares shall be entitled to receive (after giving effect to any required tax withholdings) (a) a certificate representing that number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article IV, (b) a check in the amount of (x) any cash in lieu of fractional shares plus (y) any unpaid non-stock dividends and any other dividends or other distributions that such holder has the right to receive pursuant to the provisions of this Article IV. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates representing Stock Election Shares. (x) After the Effective Time and subject to this Section 4.2, upon delivery of a duly completed Form of Election for Cash Consideration, the holder of such Shares shall be entitled to receive (after giving effect to any required tax withholdings) a check in the amount such holder is entitled to receive pursuant to this Article IV.

Election Procedures. (a) Each record holder 3.2.1. Holders of Shares (other than Dissenting Shares, if any, Shares owned by Textron and CNB Common Stock may elect to receive shares of NBT Common Stock or cash in exchange for their shares of NBT Common Stock. The total number of shares of CNB Common Stock to be cancelled in accordance with converted into Stock Consideration pursuant to this Section 3.1(b)3.1 shall be equal to the product obtained by multiplying (x) issued and the number of shares of CNB Common Stock outstanding immediately prior to the Effective Time by (y) 0.55 (the “Stock Conversion Number”). All other shares of CNB Common Stock shall be converted into Cash Consideration. 3.2.2. An election form, in such form as NBT and CNB shall mutually agree (“Election Form”), will be sent, on the date that the Proxy Statement-Prospectus is mailed (the “Mailing Date”), or such later date as NBT may determine, to each holder of record of CNB Common Stock entitled to submit a request specifying vote at the portion CNB Shareholders Meeting (as defined in Section 8.1.1) permitting such holder, subject to the allocation and election procedures set forth in this Section 3.2, (i) to specify the number of shares of CNB Common Stock owned by such record holder's Shares holder with respect to which such record holder desires to have converted into (i) the make a Cash Consideration Election (a "“Cash Election"”), in accordance with the provision of Section 3.1.4, (ii) to specify the number of shares of CNB Common Stock Consideration (owned by such holder with respect to which such holder desires to make a "Stock Election") , in accordance with the provision of Section 3.1.3, or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, cash or NBT Common Stock Consideration or Mixed Consideration for such Shares shares (a "“Non-Election"”). Shares Holders of record of shares of CNB Common Stock who hold such shares as nominees, trustees or in other representative capacities (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of CNB Common Stock held by each Representative for a particular beneficial owner. Any shares of CNB Common Stock with respect to which the holder thereof shall not, as of which a Non-the Election is Deadline, have made (including Shares in respect of which such an election is by submission to the Exchange Agent on an effective, properly completed Election Form shall be deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") . Any Dissenting Shares shall be deemed shares subject to an All Cash Election, and with respect to such shares the holders thereof shall in no event receive consideration comprised of NBT Common Stock. NBT shall make available one or more Election Forms as may reasonably be Shares requested in respect writing from time to time by all persons who become holders (or beneficial owners) of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) shall be made CNB Common Stock between the CNB Shareholders Meeting record date and the close of business on the form of letter of transmittal and form of election (business day prior to the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent Election Deadline (as defined in Section 3.3(a3.2.3)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title CNB shall provide to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates Exchange Agent all information reasonably necessary for it to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares perform as to which the election is being made (or by an appropriate guarantee of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Agentspecified herein.

Election Procedures. (a) Each record holder An election form in such form as MSTI and Citizens shall mutually agree (an “Election Form”) shall be mailed no later than the Mailing Date (as defined below) to each Election Stockholder as of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately prior to the Effective Time Time. The “Mailing Date” shall be entitled to submit a request specifying the portion date that is ten (10) Business Days after the Effective Time. (b) Each Election Form shall entitle the Election Stockholder (or the beneficial owner of such record holder's Shares which such record holder desires to have converted into Citizens Common Stock through appropriate and customary documentation and instructions) to: (i) elect to receive the Stock Consideration for all of such holder’s shares (a “Stock Election”); (ii) elect to receive the Cash Consideration for all of such holder’s shares (a "“Cash Election"”); (iii) elect to receive the Stock Consideration with respect to some of such holder’s shares and the Cash Consideration with respect to such holder’s remaining shares (a “Mixed Election”), provided that no Citizens Stockholder may make a Mixed Election in which such Citizens Stockholder elects to receive the Stock Consideration with respect to fewer than one hundred (ii100) of such holder’s shares; or (iv) make no valid election as to the receipt of the Cash Consideration or the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "“Non-Election"”). Holders of record of shares of Citizens Common Stock who hold such shares as nominees, trustees or in other representative capacities (a “Share Representative”) may submit multiple Election Forms, provided that such Share Representative certifies that each such Election Form covers all the shares of Citizens Common Stock held by that Share Representative for a particular beneficial owner. Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed Citizens Common Stock as to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. made (b) Elections including pursuant to Section 3.2(aa Mixed Election) shall be made on the form are referred to herein as “Cash Election Shares.” Shares of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares Citizens Common Stock as to which the election is being made (or by an appropriate guarantee of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Stock Election has been properly completedmade (including pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” Shares of Citizens Common Stock as to which no election has been made are referred to as “Non-Election Shares.” Shares of Citizens Common Stock held by any Mandatory Cash Stockholder are referred to herein as “Mandatory Election Shares.” For purposes of this Section, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters Dissenting Shares shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of deemed Cash Election submitted to the Paying AgentShares.

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) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled Holder may specify in a request made in accordance with the provisions of this Section 3.1(b)2.06 (each, an “Election”) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a "Cash Election"), Stock Election and (ii) the number of shares of Company Common Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or owned by such Holder with respect to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed Holder desires to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which make a Cash Election has been madeElection. (b) Elections pursuant As promptly as practicable after the Company Meeting, assuming the Requisite Company Shareholder Approval is obtained, but in any event no later than ten (10) Business Days prior to Section 3.2(a) shall be made on the form of letter of transmittal Effective Time, and form of election (the "Letter of Transmittal and Form of Election") provided that Company has delivered, or caused to be provided by delivered, to the Paying Exchange Agent (all information that is necessary for the Exchange Agent to perform its obligations as defined specified herein, the Exchange Agent in Section 3.3(a)) accordance with the Exchange Agent Agreement shall mail or otherwise cause to holders be delivered to each holder of record of Shares, together with instructions for use in effecting the surrender a Certificate or Certificates who has not previously surrendered such Certificate or Certificates an Election Form and Letter of the Certificates for payment thereforTransmittal, as soon as practicable following the Effective Time. The Letter of Transmittal hereinafter defined, to include or be accompanied by appropriate and Form of Election customary transmittal materials, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent, as well as instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration as provided for in this Agreement (collectively, the “Election Form and Letter of Transmittal” or “Election Form”). Elections shall be made by mailing to the Paying Agent a duly completed The form of Election Form and Letter of Transmittal shall be agreed to between Company and Buyer not later than the time of filing of the Registration Statement. Each Election Form and Letter of Election Transmittal shall permit such Holder, subject to the allocation and election procedures set forth in this Section 2.06, to (i) elect to receive the Cash Consideration for all of the shares of Company Common Stock held by such Holder in accordance with Section 3.3(b2.01(c), (ii) elect to receive the Stock Consideration for all of such shares in accordance with Section 2.01(c), (iii) elect to receive the Stock Consideration for a specified number of whole shares of such Holder’s Company Common Stock and the Cash Consideration for the remaining number of whole shares of such Holder’s Company Common Stock or (iv) indicate that such Holder has no preference as to the receipt of cash or Buyer Common Stock for such shares (a “Non-Election”). A Holder 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 of the shares of Company Common Stock held by such Representative for a particular beneficial owner. Any shares of Company Common Stock with respect to which the Holder thereof has not, as of the Election Deadline, made an election by submission to the Exchange Agent of an effective, properly completed Election Form shall be deemed Non-Election Shares. (c) Notwithstanding any other provision in this Agreement to the contrary, a Holder who (i) makes a Stock Election that would result in such Holder receiving less than ten (10) whole shares of Buyer Common Stock, or (ii) would otherwise be allocated Stock Consideration consisting of less than ten (10) whole shares of Buyer Common Stock under this Section 2.06 as a result of a Non-Election or deemed Non-Election or (iii) would otherwise be allocated Stock Consideration consisting of less than ten (10) whole shares of Buyer Common Stock pursuant to the allocation and pro-ration provisions of Section 2.02, shall instead in any such case of (i), (ii) or (iii) above, be allocated Cash Consideration in respect of such shares of Company Common Stock as if such Holder had made a valid Election to receive Cash Consideration in respect of such shares of Company Common Stock. (d) To be effective, a Letter properly completed Election Form, accompanied by the Certificate(s) to which such Election Form relates, shall be submitted to the Exchange Agent no later than 5:00 p.m., Central time, on the date that Buyer and Company agree is as near as practicable to five (5) Business Days before the anticipated Effective Time (or such other time and date as Buyer and Company may mutually agree, and as to be set forth in the Election Form) (the “Election Deadline”). Company shall provide to the Exchange Agent all information reasonably necessary for it to perform the duties as specified herein. An Election shall be deemed to have been properly made only if the Exchange Agent shall have duly received a properly completed Election Form, accompanied by the Certificate(s) to which such Election Form relates, by the Election Deadline, unless a Holder elects to make delivery of Transmittal the Certificate(s) pursuant to a guarantee of delivery as provided in the Election Form, in which case a properly completed Election Form shall be delivered to and received by the Exchange Agent by the Election Deadline, and the Certificates(s) shall be delivered pursuant to the guarantee of delivery as provided in the Election Form of no later than two (2) Business Days after the Election must be Deadline. If a Holder either (i) does not submit a properly completed, signed completed Election Form and submitted to the Paying Agent at its designated office and Certificate(s) in a timely fashion or (ii) accompanied revokes his, her or its Election Form before the Election Deadline (without later submitting a properly completed Election Form before the Election Deadline), the shares of Company Common Stock held by such Holder shall be designated as Non-Election Shares. Any Holder may revoke or change his, her or its Election by written notice to the Exchange Agent only if such notice of revocation or change is duly received by the Certificates representing Exchange Agent before the Shares as Election Deadline. Subject to which the election is being made (or by an appropriate guarantee terms of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or this Agreement and of the National Association of Securities DealersElection Form, Inc.the Exchange Agent shall have sole authority to determine when any Election, provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole modification or revocation is received and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election such Election, modification or revocation has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Agentmade.

Election Procedures. (ai) Each Prior to the Effective Time, VeriFone shall, after consultation with Xxxxxx, appoint a bank or trust company that maintains offices in Israel and the United States to act as exchange agent (the “Exchange Agent”) for the exchange of the Merger Consideration following the Effective Time upon surrender of the Certificates (or affidavits of loss in lieu thereof as provided in Section 4.2(g)) or Book-Entry Shares. At or prior to the Effective Time, VeriFone shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of Shares, (A) certificates representing the shares of VeriFone Common Stock aggregating to the Aggregate Stock Consideration, (B) cash necessary for the Aggregate Cash Consideration, (C) cash in an amount sufficient for payment in lieu of fractional shares of VeriFone Common Stock to which holders of Shares may be entitled pursuant to Section 4.2(e), and (D) any dividends and distributions to which holders of Shares may be entitled pursuant to Section 4.2(c) (such cash and certificates for shares of VeriFone Common Stock, being hereinafter referred to as the “Exchange Fund”). With respect to the amount of cash to be deposited as of the Effective Time to satisfy its obligations under Section 4.2(e), Parent shall only be required to make a reasonable estimate of the amount of such cash that will be necessary. In the event that the cash and VeriFone Common Stock in the Exchange Fund shall be insufficient to satisfy all of the payment obligations to be made by the Exchange Agent pursuant to this Agreement (including pursuant to Sections 4.2(c) and 4.2 (e)), VeriFone shall promptly make available to the Exchange Agent the amounts of cash or VeriFone Common Stock so required to satisfy such payment obligations in full. The Exchange Agent shall invest the Exchange Fund as directed by VeriFone, provided that such investments shall be in obligations of or guaranteed by the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investor Services, Inc. or Standard & Poor’s Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion. Any interest and other income resulting from such investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable under Section 4.1(a) shall be promptly returned to VeriFone. Following the Effective Time, subject to surrender of the Certificates (or affidavits of loss in lieu thereof as provided in Section 4.2(g)) or the Book-Entry Shares, the Exchange Agent shall deliver the Merger Consideration, cash in lieu of any fractional shares of VeriFone Common Stock and any dividends or distributions contemplated to be paid in respect of the Shares (other than the Special Cash Dividend) pursuant to this Agreement out of the Exchange Fund. Exchange of any Book-Entry Shares shall be effected in accordance with VeriFone’s customary procedures with respect to securities represented by book-entry. Except as contemplated in this Agreement, the Exchange Fund shall not be used for any other purpose. (ii) Subject to allocation and proration in accordance with the provisions of this Section 4.2, each record holder of Shares (other than Dissenting Excluded Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately prior to the Effective Time Election Deadline (as defined below) shall be entitled (A) to submit a request specifying the portion elect to receive in respect of each such record holder's Shares which such record holder desires to have converted into Share (ix) the Cash Election Consideration (a "“Cash Election"”), (ii) the Stock Consideration (a "Stock Election") or (iiiy) the Mixed Consideration (a "“Mixed Election"), ”) or (z) Stock Election Consideration (a “Stock Election”) or (B) to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Mixed Consideration or Mixed Stock Consideration for such Shares (a "“Non-Election"”). Shares in respect of which a Non-Election is made (including Shares shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) 4.2 (collectively, "the “Non-Election Shares"”)) shall be deemed to be Shares in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (or by an appropriate guarantee of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determineVeriFone, in its sole and absolute discretion, which authority it may delegate subject to Section 4.2(b)(v), to be, in whole or in part to the Paying Agentpart, whether any Letter Shares in respect of Transmittal and Form of which a Cash Election, a Mixed Election or a Stock Election has been properly completedmade. (iii) Elections pursuant to Section 4.2(b)(ii) shall be made on a form and with such other provisions to be reasonably agreed upon by Xxxxxx and VeriFone (a “Form of Election”) to be provided by the Exchange Agent for that purpose to holders of record of Shares (other than holders of Excluded Shares), signed together with appropriate transmittal materials and submitted or revoked. The decision a declaration form in which the holder of record states whether the holder is a resident of Israel as defined in the Israeli Income Tax Ordinance [New Version], 1961, as amended (the “Ordinance”), at the time of mailing to holders of record of Shares of the Company Prospectus/Proxy Statement (or the Paying Agent, as the case defined in Section 6.3(a)) and including any other declarations that may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Agent.required for Israeli Tax

Election Procedures. (a) Each record holder American (or such other company as American and Community First may agree to designate), will act as the exchange agent (the “Exchange Agent”) for purposes of Shares (other than Dissenting Sharesconducting the election and exchange procedures described in this Article 2. Provided that Community First has delivered, if any, Shares owned by Textron and shares or caused to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately prior delivered, to the Effective Time Exchange Agent all information that is necessary for the Exchange Agent to perform its obligations as specified herein, the Exchange Agent shall be entitled provide to submit a request specifying Community First contemporaneously with the portion mailing of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent Proxy Statement (as defined in Section 3.3(a)4.4) to holders but in no event more than ten days after such mailing, an election form and accompanying letter of transmittal in such form as American and Community First shall agree (the “Election Form”) advising each holder of record of Shares, together with Community First Capital Stock of the election choices hereunder and providing instructions for use surrendering to the Exchange Agent such holder’s certificate(s) of Community First Capital Stock in effecting exchange for the surrender consideration set forth in Sections 1.3(b) and (c) hereof deliverable in respect of the Certificates for payment therefor, as soon as practicable following the Effective TimeCommunity First Common Stock and Series A Preferred Stock respectively. The Letter of Transmittal and Election Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith certificates theretofore representing shares of Community First Capital Stock shall pass, only upon proper delivery of the Certificates certificates to the Paying Exchange Agent. Elections . (b) Each Election Form shall be made by mailing permit the holder (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to make the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be following elections: (i) properly completed, signed and submitted to elect to receive American Common Stock with respect to some or all of such holder’s Community First Capital Stock (the Paying Agent at its designated office and “Stock Election Shares”); (ii) accompanied by the Certificates representing the Shares as to which the election is being made (elect to receive cash with respect to some or by an appropriate guarantee of delivery all of such Certificates by a commercial bank or trust company in holder’s Community First Capital Stock (the United States or a member “Cash Election Shares”); or (iii) to indicate that such holder makes no such election with respect to such holder’s shares of a registered national security exchange or Community First Capital Stock (the “No-Election Shares”). (c) Nominee record holders who hold Community First Capital Stock on behalf of multiple beneficial owners shall indicate how many of the National Association of Securities Dealers, Inc., provided such Certificates shares held by them are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Agent.Stock

Election Procedures. (a) Each record holder of Shares (other than Dissenting SharesThe parties shall exercise their respective rights under Section 10 hereof by sending a written notice by United States certified or registered mail, if anyreturn receipt requested, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into postage prepaid, addressed: (i) if to the Cash Consideration Trust (a "Cash Election"or any Permitted Transferee) at the address specified above (or to any Permitted Transferee at the address furnished by such Permitted Transferee by written notice to Holdings), and (ii) if to Holdings, to the Stock Consideration (a "Stock Election") or (iii) attention of the Mixed Consideration (a "Mixed Election")Board of Directors of Holdings, at the address specified in Section 19 hereof, with copies to Eckexx Xxxmxxx Xxxxxx & Xellxxx xxx the Merrxxx Xxxcx Xxxestors, at their addresses specified in Section 19 hereof, or to indicate that such record holder other address as either party has no preference as furnished to the receipt other in writing, except that notices of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election")change of address shall be effective only upon receipt. Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made Other notices pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") Agreement shall be deemed to be Shares communicated in respect of which a Cash Election has been madethe manner provided in Section 19, unless otherwise expressly provided herein. (b) Elections pursuant Holdings' notice of its determination to Section 3.2(a) effect a Call Repurchase shall be made on effective if deposited in the form mail as specified in subsection (a) of letter of transmittal and form of election (this Section 11 or hand delivered to the "Letter of Transmittal and Form of Election") to be provided by Trustee and/or any Permitted Transferee within the Paying Agent (as defined applicable time period specified in Section 3.3(a)10(a)(i) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal hereof and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office Call Repurchase Price and (ii) accompanied in reasonable detail the basis on which such price was computed. Any Initial Put Notice or Second Put Notice shall be effective if received by the Certificates representing Board of Directors of Holdings within the Shares as to which the election is being made (applicable time period specified in Section 10(b)(i) or by an appropriate guarantee of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities DealersSection 10(b)(ii); and, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days 45 calendar days after the date receipt by Holdings of execution any such notice, Holdings shall notify the Trust (and any Permitted Transferees) of such guarantee (i) the number of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole Initial Put Shares or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying AgentSecondary Put Shares, as the case may be, to be purchased by Holdings, and (ii) the applicable Put Repurchase Price (specifying in reasonable detail the basis on which such matters price was computed). (c) Any Repurchase Notice shall specify the place, time and date for the delivery of and payment for such Shares, which shall be conclusive in the City of Pittsburgh, and binding. Neither during normal business hours on a Business Day which shall not be less than 10 nor more than 30 calendar days after the Company nor receipt of such notice by the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying AgentTrust (or by such Permitted Transferees).

Election Procedures. (ai) Each Subject to allocation and proration in accordance with the provisions of this Section 1.5, each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) of Company Common Stock issued and outstanding immediately prior to the Effective Time shall be entitled to submit Election Deadline (A) may specify in a request specifying made in accordance with the portion provisions of this Section 1.5(b) (1) the number of shares of Company Common Stock owned by such record holder's Shares holder with respect to which such record holder desires to have converted into make a Cash Election and (i2) the Cash Consideration (number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") Election or (iiiB) the Mixed Consideration (a "Mixed Election"), or to may indicate that such record holder has no preference as to the receipt of Per Share Cash Consideration, Stock Consideration or Mixed Per Share Stock Consideration for such Shares shares of Company Common Stock (a "“Non-Election"”). Shares of Company Common Stock in respect of which a Non-Election is made (including Shares “Non-Election Shares”) shall be deemed by Parent, in its sole and absolute discretion, subject to Section 1.5(b)(iv)-(vii), to be, in whole or in part, shares of Company Common Stock in respect of which such an election is deemed to Cash Elections or Stock Elections have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. (bii) Elections pursuant to Section 3.2(a1.5(b)(i) shall be made on a form and with such other provisions to be reasonably agreed upon by the form of letter of transmittal Company and form of election Parent (the "Letter of Transmittal and a “Form of Election"”) to be provided by the Paying Exchange Agent (as defined in Section 3.3(a)) for that purpose to holders of record of Sharesshares of Company Common Stock, together with instructions for use in effecting appropriate transmittal materials, at the surrender time of mailing to holders of record of shares of Company Common Stock of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying AgentOffer Documents. Elections shall be made by mailing to the Paying Exchange Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b)Election. To be effective, a Letter of Transmittal and Form of Election must be (ix) properly completed, signed and submitted to the Paying Exchange Agent at its designated office and office, by 5:00 p.m., on the Acceptance Date, (ii) accompanied which date shall be publicly announced by the Certificates representing the Shares Parent as to which the election is being made (or by an appropriate guarantee of delivery of such Certificates by a commercial bank or trust company soon as reasonably practicable but in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered no event less than five trading days prior to the Paying Agent within eight Trading Days after Acceptance Date (the date of execution of such guarantee of delivery“Election Deadline”). The Company shall use its commercially reasonable efforts to make a Form of Election available to all persons who become holders of record of shares of Company Common Stock between the date of mailing described in the first sentence of this Section 1.5(b)(ii) and the Election Deadline. Parent shall determine, in its sole and absolute reasonable discretion, which authority it may delegate in whole or in part to the Paying Exchange Agent, whether any Letter of Transmittal and Form Forms of Election has have been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company Parent nor the Paying Exchange Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Exchange Agent. A holder of shares of Company Common Stock that tenders shares of Company Common Stock in the Offer and does not submit an effective Form of Election prior to the Election Deadline shall be deemed to have made a Non-Election. (iii) An election may be revoked with respect to any shares of Company Common Stock, but only by written notice received by the Exchange Agent prior to the Election Deadline. Upon any such revocation, unless a duly completed Form of Election is thereafter submitted in accordance with Section 1.5(b)(i), such shares of Company Common Stock shall be Non-Election Shares. (iv) In the event that the aggregate number of shares of Company Common Stock in respect of which Cash Elections have been made (collectively, the “Cash Election Shares”) exceeds the Cash Election Number (such excess the “Excess Cash Election Shares”), then: 1. all shares in respect of which Stock Elections have been made (the “Stock Election Shares”) shall be exchanged for Per Share Stock Consideration, 2. all Non-Election Shares shall be deemed converted into Stock Election Shares and exchanged for Per Share Stock Consideration, 3. all Excess Cash Election Shares shall be deemed converted into Stock Election Shares, on a pro-rata basis for each record holder of Cash Election Shares so that the number of Excess Cash Election Shares so converted, when added to the other Stock Election Shares, shall equal as closely as reasonably practicable the Stock Election Number, and all such Excess Cash Election Shares so converted shall be exchanged for Per Share Stock Consideration; and 4. all Cash Election Shares not deemed converted into Stock Election Shares pursuant to 3 above shall be exchanged for Per Share Cash Consideration. (v) In the event that the aggregate number of Stock Election Shares exceeds the Stock Election Number (such excess the “Excess Stock Election Shares”), then: 1. all Cash Election Shares shall be exchanged for Per Share Cash Consideration, 2. all Non-Election Shares shall be deemed converted into Cash Election Shares and exchanged for Per Share Cash Consideration, 3. all Excess Stock Election Shares shall be deemed converted into Cash Election Shares, on a pro-rata basis for each record holder of Stock Election Shares, so that the number of Excess Stock Election Shares so converted, when added to the other Cash Election Shares, shall equal as closely as reasonably practicable the Cash Election Number, and all such Excess Stock Election Shares so converted shall be exchanged for Per Share Cash Consideration, and 4. all Stock Election Shares not deemed converted into Cash Election Shares pursuant to 3 above shall be exchanged for Per Share Stock Consideration. (vi) In the event that neither clause (iv) nor clause (v) of this Section 1.5(b) is applicable, Non-Election Shares shall be deemed converted into Stock Election Shares on a pro rata basis for each record holder of Non-Election Shares such that the total number of Stock Election Shares equals the Stock Election Number and any remaining Non-Election Shares shall be deemed converted into Cash Election Shares, and (x) all Cash Election Shares and all Non-Election Shares which are deemed converted into Cash Election Shares shall be exchanged for Per Share Cash Consideration, and (y) all Stock Election Shares and all Non-Election Shares which are deemed converted into Stock Election Shares shall be exchanged for Per Share Stock Consideration. (vii) The Exchange Agent, in consultation with Parent and the Company, shall make all computations to give effect to this Section 1.5(b).

Election Procedures. A. Election forms and other appropriate and customary transmittal materials (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith certificates theretofore representing shares of BVB Stock ("Certificates") shall pass, only upon proper delivery of the such Certificates to an exchange agent designated by Interchange (the Paying "Exchange Agent. Elections ")) in such form as Interchange and BVB shall mutually agree ("Election Forms") shall be made by mailing mailed 30 days prior to the Paying Agent a duly completed Letter anticipated Effective Date or on such other earlier date as BVB and Interchange shall mutually agree ("Mailing Date") to each holder of Transmittal record of BVB Stock as of five business days prior to the Mailing Date ("Election Form Record Date"). B. Each Election Form shall permit the holder (or the beneficial owner through appropriate and Form customary documentation and instructions), subject to the allocation procedures of Election in accordance with this Section 3.3(b). To be effective1.07, a Letter of Transmittal and Form of Election must be either (i) properly completed, signed and submitted to the Paying Agent at its designated office and elect to receive only Interchange Stock with respect to such holder's BVB Stock ("Stock Election Shares"); (ii) accompanied to elect to receive only cash with respect to such holder's BVB Stock ("Cash Election Shares"); (iii) to elect to receive a combination of Interchange Stock and cash with respect to such holder's BVB Stock rounded, in each case, to the nearest whole share ("Mixed Election Shares"); or (iv) to indicate that such holder makes no election ("No Election Shares"). Subject to the allocation procedures of this Section 1.07, the Mixed Election Shares shall be divided by the Certificates representing Exchange Agent into such portion (to be as closely as possible to 60% in the Shares as aggregate) with respect to which the election is being made holder will receive Interchange Stock (or by an appropriate guarantee of delivery of the "Mixed Stock Shares") and such Certificates by a commercial bank or trust company portion (to be approximately 40% in the United States or a member aggregate) with respect to which the holder will receive cash (the "Mixed Cash Shares") for the purposes of a registered national security exchange or of allocating the National Association of Securities Dealerstotal consideration as specified below, Inc.it being the intention that, provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after fullest extent possible, subject to all applicable constraints, all Mixed Election Shares shall receive the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, consideration with respect to which authority it may delegate in whole or in part a Mixed election has been made without regard to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revokedpro rata selection process set forth below. The decision of Any BVB Stock with respect to which the Company holder (or the Paying Agentbeneficial 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., Eastern time, on the 25th day following the Mailing Date (or such other time and date as Interchange and BVB may mutually agree) (the "Election Deadline") shall also be deemed to be "No Election Shares." C. Interchange shall make available up to two separate Election Forms, or such additional Election Forms as Interchange in its sole discretion may permit, to all persons who become holders (or beneficial owners) of BVB Stock between the Election Form Record Date and close of business on the business day prior to the Election Deadline, and BVB shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. BVB acknowledges that no deadlines for mailing Election Forms contained elsewhere in this Agreement shall be applicable to such shareholders and that the election requests of such shareholders need not be honored. D. Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of BVB 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 such Election Form at or prior to the Election Deadline. Following the Election Deadline, an Election Form may not be revoked or changed by the person submitting such Election Form. In the event an Election Form is revoked prior to the Election Deadline, the shares of BVB Stock represented by such Election Form shall become No Election Shares and Interchange shall cause the Certificates to be promptly returned without charge to the person submitting the Election Form upon written request to that effect from the person who submitted the Election Form. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have the sole discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any decisions of the Exchange Agent regarding such matters shall be conclusive binding and bindingconclusive. Neither the Company Interchange nor the Paying Exchange Agent will shall be under any obligation to notify any person of any defect in a Letter an Election Form. E. Within five business days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, Interchange shall cause the Exchange Agent to effect the allocation among the holders of Transmittal and Form BVB Stock of rights to receive Interchange Stock or cash in the Merger in accordance with the Election submitted to the Paying Agent.Forms as follows:

Election Procedures. Each holder of record of Shares that were converted into the right to receive the Merger Consideration pursuant to Section 2.1 (each, a “Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures (an “Election”): (a) Parent shall prepare a form reasonably acceptable to the Company (the “Form of Election”) which shall be mailed to Holders so as to permit Holders to exercise their right to make an Election prior to the Election Deadline. (b) Parent shall use commercially reasonable efforts to cause the Form of Election to be sent to Holders as soon as reasonably practicable (and in no event later than five (5) business days) after the mailing of the Proxy Statements/Prospectus and to make available as promptly as reasonably practicable following a request therefor a Form of Election to any Holder who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. (c) Each Form of Election shall permit Holders (or in the case of nominee record holder 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; provided, however, that, notwithstanding any other provision of this Agreement to the contrary, a number of Shares issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares, if any, the “Stock Conversion Number”) shall be converted into the Stock Consideration so that 8,000,000 shares of Parent Common Stock are issued in the Merger and the remaining Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "the “Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"Number”). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed as to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (Shares that constitute Dissenting Shares as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, Election Deadline are referred to herein as soon “Cash Election Shares.” Shares as practicable following the Effective Time. The Letter of Transmittal and to which a Stock Election has been made are referred to herein as “Stock Election Shares.” Shares as to which no election has been made (or as to which a Form of Election shall specify that delivery shall be effectedis not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of Shares with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.” For the avoidance of doubt, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent if a duly Holder does not submit a properly completed Letter of Transmittal and Form of Election in accordance a timely fashion, the Shares held by such Holder shall be designated Non-Election Shares. (d) Any Election shall have been made properly only if the Person authorized to receive Elections and to act as exchange agent in connection with Section 3.3(bthe transactions contemplated by this Agreement, which Person shall be selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”). To be effective, a Letter pursuant to an agreement reasonably acceptable to Parent and the Company entered into prior to the mailing of Transmittal and the Form of Election must be to Holders (i) the “Exchange Agent Agreement”), shall have received, by the Election Deadline, a Form of Election properly completed, completed and signed and submitted to accompanied by, in the Paying Agent at its designated office and (ii) accompanied by the case of physical certificates representing Shares, Certificates representing the Shares as to which the election is being made (such Form of Election relates or by an appropriate customary guarantee of delivery of such Certificates by Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., States; provided that such Certificates are in fact delivered to the Paying Exchange Agent within eight Trading Days after by the date of execution of time required in such guarantee of delivery). The Company Failure to deliver physical certificates representing Shares covered by such a guarantee of delivery within the time set forth on such guarantee shall determinebe deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole and absolute reasonable discretion. For uncertificated Shares held in book entry form (a “Book-Entry Share”), Parent shall establish Election procedures for such Shares, which authority it may delegate in whole or in part procedures shall be reasonably acceptable to the Paying Agent, whether any Letter Company. In the event that a Holder has provided a notice of Transmittal and Form intent to demand payment (a “Notice of Election has been properly completed, signed and submitted or revoked. The decision Dissenter’s Intent”) pursuant to Section 13.21 of the Company MBCA, any Election submitted by such Holder (or unless such Notice of Dissenter’s Intent shall have been withdrawn prior to the Paying Agent, as the case may beElection Deadline) in such matters shall be conclusive deemed invalid. (e) As used herein, unless otherwise agreed in writing by Parent and binding. Neither the Company, “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 date that is three (3) business days prior to, but not including, the Closing Date. (f) Subject to the terms of the Exchange Agent Agreement, if Parent shall determine in its reasonable discretion that any Election is not properly made with respect to any Shares (neither Parent nor the Company nor the Paying Exchange Agent will be being under any obligation duty to notify any person Holder of any defect such defect), such Election shall be deemed to be not in effect, and the Shares covered by such Election shall, for purposes hereof, be deemed to be Non-Election Shares, unless a Letter proper Election is thereafter made prior to the Election Deadline. (g) Subject to the terms of Transmittal and Form the Exchange Agent Agreement, Parent, 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 submitted and compliance by any Holder with the Election procedures set forth herein, (ii) the manner and extent to which Elections are to be taken into account in making the Paying Agentdeterminations prescribed by Section 2.2, (iii) the issuance and delivery of shares of Parent Common Stock into which Shares are converted in the Merger and (iv) the method of payment of cash for Shares converted into the right to receive the Cash Consideration and cash in lieu of fractional shares of Parent Common Stock.

Election Procedures. (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately At or prior to the Effective Time Time, Parent shall deposit (or cause to be entitled deposited) with a bank or trust company designated by Parent and reasonably acceptable to submit a request specifying the portion Company (the “Exchange Agent”), for the benefit of such record holder's Shares which such record holder desires to have converted into the holders of Shares, for exchange in accordance with this ARTICLE II through the Exchange Agent, (i) certificates representing a number of shares of Parent Stock equal to the Cash Maximum Stock Consideration (a "Cash Election"), issuable to the Company shareholders pursuant to Section 2.1 and (ii) an amount of cash sufficient to deliver to holders of Shares of the Stock Maximum Cash Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as which they are entitled pursuant to Section 2.1. Parent further agrees to provide to the receipt of Cash ConsiderationExchange Agent, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"from time to time as needed, immediately available funds sufficient to pay any dividends and other distributions pursuant to Section 2.3(d). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed Any cash and certificates representing Parent Stock deposited with the Exchange Agent shall hereinafter be referred to have been made as the “Exchange Fund”. Pursuant to irrevocable instructions, the Exchange Agent shall promptly deliver the Merger Consideration from the Exchange Fund to the former Company shareholders who are entitled thereto pursuant to this Section 3.2(a2.1. Except as contemplated by Section 2.3(d) and Section 3.1(g)2.1(f) (collectivelyhereof, "Non-Election Shares") the Exchange Fund shall not be deemed to be Shares in respect of which a Cash Election has been madeused for any other purpose. (b) Elections pursuant Parent shall prepare and file as an exhibit to Section 3.2(athe registration statement on Form S-4 to be filed with the United States Securities Exchange Commission (the “SEC”) shall be made on by Parent in connection with the issuance of shares of Parent Stock in connection with the Merger (the “S-4”) a form of letter of election, and other appropriate and customary transmittal materials, in such form and form of election containing such provisions as Parent and the Company shall mutually agree (collectively, the "Letter of Transmittal and “Form of Election"”). The Form of Election shall permit each Person who, at or prior to the Election Deadline, is a record holder (or, in the case of nominee record holders, the beneficial owner, through proper instructions and documentation) of (i) an outstanding certificate or outstanding certificates (each, a “Certificate”) representing outstanding Shares or (ii) uncertificated Shares represented by book-entry (“Book-Entry Shares”) to be provided by specify (x) the Paying Agent number of such holder’s Shares with respect to which such holder makes a Cash Election and/or (as defined in Section 3.3(a)y) the number of such holder’s Shares with respect to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Timewhich such holder makes a Stock Election. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith a Certificate or Book Entry Share shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted any Certificate to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (or by an appropriate guarantee of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery)Exchange Agent. The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to mail the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision with the Proxy Statement to all Persons who are record holders of Shares as of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither record date for the Company nor Shareholders Meeting and shall use commercially reasonable efforts to provide the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to all Persons who become holders of Shares during the Paying Agentperiod between the record date for the Company Shareholders Meeting and the Election Deadline. As used in this Agreement, “Election Deadline” means 5:00 p.m., Eastern Standard Time, on the date that is two (2) Business Days immediately preceding the Closing Date (or on such other date as the parties hereto mutually agree).

Election Procedures. (a) Each record holder of Shares An election form and other appropriate and customary transmittal materials (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the such Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (or by an appropriate guarantee of delivery of such Certificates by a commercial unaffiliated bank or trust company designated by Parent and reasonably satisfactory to the Company (the "Exchange Agent")) in such form as the Company and Parent shall mutually agree (the "Election Form"), shall be mailed no later than ten days prior to the anticipated Effective Time or on such earlier date as Parent and the Company may mutually agree (the "Mailing Date") to each holder of record of Company Common Stock as of five Business Days prior to the Mailing Date (the "Election Form Record Date"). Each Election Form shall permit each holder of record of Company Common Stock as of the Election Form Record Date (or in the United States case of nominee record holders, the beneficial owner through proper instructions and documentation) to (i) elect to receive the Cash Consideration for all of such holder's shares (a "Cash Election"), (ii) elect to receive the Stock Consideration for all of such holder's shares (a "Stock Election"), (iii) elect to receive the Cash Consideration with respect to some of such holder's shares and the Stock Consideration with respect to such holder's remaining shares (a "Mixed Election") or a member of a registered national security exchange or (iv) make no election with respect to the receipt of the National Association of Securities Dealers, Inc.Cash Consideration or the Stock Consideration (a "Non-Election"), provided that, notwithstanding any other provision of this Agreement, other than paragraph (e) of this Section 3.02, 64.76% of the total number of shares of Company 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 Company Common Stock shall be converted into the Cash Consideration. Holders of record of shares of Company Common Stock who hold such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determineshares as nominees, in its sole and absolute discretion, which authority it may delegate in whole trustees or in part other representative capacities (a "Representative") may submit multiple Election Forms, provided that such Representative certifies that each such Election Form covers all the shares of Company Common Stock held by that Representative for a particular beneficial owner. Shares of Company Common Stock as to the Paying Agent, whether any Letter of Transmittal and Form of which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as "Cash Election Shares." Shares of Company Common Stock as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as "Stock Election Shares." Shares of Company Common Stock as to which no election has been made are referred to 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 as an election, a properly completedcompleted Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., signed New York City time, on the 20th calendar day following but not including the Mailing Date (or such other time and submitted date as Parent and the Company may mutually agree) (the "Election Deadline"). (c) An Election Form shall be deemed properly completed only if accompanied by one or revokedmore 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 with the Election Form. The decision If a holder of Company Common Stock either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes the holder's Election Form prior to the Election Deadline, the shares of Company Common Stock held by such holder shall be designated Non-Election Shares. Subject to the terms of this Agreement and of the Company (Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in any Election Form, and any good faith decisions of the Paying Agent, as the case may be) in Exchange Agent regarding such matters shall be conclusive binding and bindingconclusive. Neither the Company Parent nor the Paying Exchange Agent will shall be under any obligation to notify any person Person of any defect in a Letter an Election Form. (d) Within five Business Days after the later to occur of Transmittal the Election Deadline or the Effective Time, Parent shall cause the Exchange Agent to effect the allocation among holders of Company Common Stock of rights to receive the Cash Consideration and Form the Stock Consideration as follows: (i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and each holder of Stock Election submitted Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares equal to the Paying Agentproduct obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder's Stock Election Shares being converted into the right to receive the Cash Consideration; (ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the "Shortfall Number"), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non- Election Shares equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder's Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non- Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder's Cash Election Shares being converted into the right to receive the Cash Consideration. (e) If the tax opinions referred to in Section 7.01(e) cannot be rendered because the counsel charged with providing such opinions reasonably determine that the Merger may not satisfy the continuity of interest requirements applicable to reorganizations under Section 368(a) of the Code, then Parent shall reduce the number of shares of Company Common Stock converted into the Cash Consideration and correspondingly increase the number of shares of Company Common Stock converted into the Stock Consideration by the minimum amount necessary to enable such tax opinion to be rendered (the fair market value of which, at the Effective Time, shall equal the reduction in Cash Consideration).

Election Procedures. (a) Each person who, on or prior to the Election Date (as defined in Section 2.3(b) below), is a record holder of Common Shares (other than Dissenting Shareswill be entitled, if anysubject to Section 2.2 hereof, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately make an unconditional election on or prior to the Effective Time shall be entitled to submit a request such Election Date specifying the portion number of such record holder's Common Shares which such record holder he desires (i) to have converted into (i) the right to receive the Cash Consideration (a "Cash Election"), or (ii) the Stock Consideration (to retain as a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been madeRetained Common Share. (b) Elections pursuant Subject to Section 3.2(a) any required clearance by the Securities and Exchange Commission (the "SEC"), the Purchaser shall be made on the form of letter of transmittal and prepare a form of election (the "Letter of Transmittal and Form of Election") ), which form shall be subject to the reason- able approval of the Company, to be provided mailed by the Paying Agent Company with the Proxy Statement to the record holders of Common Shares as of the record date for the Special Meeting (as defined in Section 3.3(ahereinafter defined)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and which Form of Election shall be used by each record holder of Common Shares who elects to specify that delivery shall be effectedthe number of Common Shares which he desires to have converted into the right to receive the Cash Consideration in the Merger, and risk of loss and title subject to the Certificates transmitted therewith shall pass, only upon proper delivery provisions of Section 2.2 hereof. The Company will use its reasonable best efforts to make the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance available to all persons who become holders of Common Shares during the period between such record date and the Election Date, with Section 3.3(ba copy of the Proxy Statement. Any such holder's election shall have been properly made only if such bank or trust company as shall be mutually acceptable to Purchaser and the Company, acting as exchange agent (the "Exchange Agent") shall have received at its designated office, by 5:00 p.m., New York City time on the business day prior to the date of the Special Meeting (the "Election Date"). To be effective, a Letter of Transmittal and Form of Election must be (i) properly completed, completed and signed and submitted to the Paying Agent at its designated office and (ii) accompanied by Certificates (as hereinafter defined) for the Certificates representing the Common Shares as to which such Form of Election relates, duly endorsed in blank or otherwise in a form acceptable for transfer on the election is being made books of the Company (or by an appropriate guarantee of if 8 delivery of such Certificates by certificates as set forth in such Form of Election from a commercial bank or trust company in the United States or firm which is a member of a registered national security securities exchange or of the National Association of Securities Dealers, Inc.Inc. or a commercial bank or trust company having an office or correspondent in the United States, provided such Certificates certificates are in fact delivered to the Paying Exchange Agent within eight Trading Days three New York Stock Exchange ("NYSE") trading days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and . (c) Any Form of Election may be revoked by the holder submitting it to the Exchange Agent only by written notice received by the Exchange Agent (i) prior to 5:00 p.m., New York City time on the Election Date or (ii) after the Election Date, if the Company and Purchaser determine, on or prior to the Election Date, that the Closing is not likely to occur within three business days following the Election Date, in which case any Form of Election shall remain revocable until a subsequent date which shall be a date prior to the Closing determined by the Company and the Purchaser. In addition, all Forms of Election shall automatically be revoked if the Exchange Agent is notified in writing by Merger Sub and the Company that the Merger has been abandoned. If a Form of Election is revoked, the Certificate or Certificates (or guaran- tees of delivery, as appropriate) for the Common Shares to which such Form of Election relates shall be promptly returned to the stockholder submitting the same to the Exchange Agent. (d) The determination of the Exchange Agent shall be binding with respect to whether or not elections have been properly completedmade or revoked pursuant to this Section 2.3 and when elections and revocations were received by it. If the Exchange Agent determines that any election was not properly made, signed and submitted or revokedsuch shares shall be treated by the Exchange Agent as Retained Common Shares. The decision of Exchange Agent shall also make all computations as to the Company (or allocation and the Paying Agentproration contemplated by Section 2.2, as the case may be) in and any such matters computation shall be conclusive and bindingbinding on the holders of Common Shares. Neither The Exchange Agent may, with the Company nor mutual agreement of Merger Sub and the Paying Agent will Company, make such rules as are consistent with this Section 2.3 for the implementation of the elections provided for herein as shall be under any obligation necessary or desirable fully to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Agenteffect such elections.

Election Procedures. Each holder of record of shares of Exchangeable Shares and Net Option Shares to be converted into the right to receive the Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Sections 2.1, 2.2 and 2.5 (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) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled Holder may specify in a request made in accordance with the provisions of this Section 3.1(b)2.5 (an “Election”) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (number of shares of Company Common Stock or Net Option Shares owned by such Holder with respect to which such Holder desires to make a "Cash Election"), Stock Election and (ii) the number of shares of Company Common Stock Consideration (or Net Option Shares owned by such Holder with respect to which such Holder desires to make a "Stock Cash Election") . A share or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares Net Option Share in respect of which the holder has validly elected to make a Non-Stock Election is made (including Shares referred to as a “Stock Election Share” and a share or Net Option Share in respect of which the holder has validly elected to make a Cash Election is referred to as a “Cash Election Share.” (b) Parent shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such an election is deemed form as prepared by Parent and reasonably acceptable to have been made Company (together with such instruments prepared by Parent and reasonably acceptable to Company to permit holders of Company Preferred Stock to elect to receive the Merger Consideration or convert to shares of Company Common Stock, in each case pursuant to the Company’s Charter and as applicable, the “Form of Election”), so as to permit Holders to exercise their right to make an Election. (c) The holder of each Company Stock Option shall be permitted to elect, by delivery of a written instruction to Parent not later than the Election Deadline (the “Withholding Election”), that any withholding of amounts required to be withheld or deducted under the Code with respect to the payment of the Merger Consideration to be made in connection with the cancellation of such Company Stock Option shall be (x) applied to first reduce the portion of the Merger Consideration that is payable to such holder in cash, (y) applied to first reduce the portion of the Merger Consideration that is payable to such holder in shares of Parent Common Stock (with the number of shares of Parent Common Stock to be withheld to be determined based on the closing price of a share of Parent Common Stock on the Closing Date) (such election described in this Section 3.2(aclause (y), a “Stock Withholding Election”) or (z) applied in the manner described in each of the foregoing clauses (x) and Section 3.1(g)(y) (collectivelyto first reduce the Merger Consideration in the respective proportions specified by such holder in the Withholding Election. In the event that the holder of any Company Stock Options fails to make a Withholding Election prior to the Election Deadline, "Non-Election Shares") such holder shall be deemed to be Shares in respect of which have made a Cash Election has been madeStock Withholding Election. (bd) Elections pursuant to Section 3.2(aParent (i) shall be made on initially make available and mail the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title not less than twenty (20) business days prior to the Certificates transmitted therewith shall pass, only upon proper delivery anticipated Election Deadline to Holders of record as of the Certificates business day prior to such mailing date (including for the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter avoidance of Transmittal doubt holders of Series D Preferred Stock and Form Series F Preferred Stock as of Election in accordance with Section 3.3(bsuch date). To be effective, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office 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 Company Stock Options who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (e) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, (i) a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by the any Old Certificates representing the Shares as all certificated shares to which the election is being made (such Form of Election relates or by an appropriate customary guarantee of delivery of such Certificates by Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States and (ii) in the case of an Election by a holder of Company Preferred Stock, an irrevocable commitment by such holder in a form reasonably satisfactory to Parent to elect pursuant to the Company’s Charter to receive the Merger Consideration payable hereunder to holders of Company Common Stock on an as-converted basis (as applicable) or a member an instrument reasonably acceptable to Parent pursuant to which such holder irrevocably elects to convert the applicable shares of a registered national security exchange Company Preferred Stock to shares of Company Common Stock (as applicable), effective at or prior to the Closing. 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 National Association Exchange Agent is located) on the date which the parties shall agree is as near as practicable to three (3) business days preceding the Closing Date. The Parties shall cooperate to issue a press release reasonably satisfactory to each of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after them announcing the date of execution of such guarantee of delivery). The Company shall determinethe Election Deadline not more than fifteen (15) business days before, in its sole and absolute discretionat least five (5) business days prior to, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying AgentDeadline.

Election Procedures. (a) Each record holder An election form in such form as Centrue Financial and ICB shall mutually agree (an “Election Form”) shall be mailed no later than the Mailing Date (as defined below) to each ICB Shareholder as of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately prior to the Effective Time Time. The “Mailing Date” shall be entitled to submit a request specifying the portion date that is five (5) Business Days after the Effective Time. (b) Each Election Form shall entitle the ICB Shareholder (or the beneficial owner of such record holder's Shares which such record holder desires to have converted into ICB Common Stock through appropriate and customary documentation and instructions) to: (i) elect to receive the Stock Consideration for all of such holder’s shares (a “Stock Election”); (ii) elect to receive the Cash Consideration for all of such holder’s shares (a "“Cash Election"”), ; (iiiii) elect to receive the Stock Consideration with respect to some of such holder’s shares and the Cash Consideration with respect to such holder’s remaining shares (a “Mixed Election”); or (iv) make no valid election as to the receipt of the Cash Consideration or the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "“Non-Election"”). Holders of record of shares of ICB Common Stock who hold such shares as nominees, trustees or in other representative capacities (a “Share Representative”) may submit multiple Election Forms, provided that such Share Representative certifies that each such Election Form covers all the shares of ICB Common Stock held by that Share Representative for a particular beneficial owner. Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed ICB Common Stock as to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been mademade (including pursuant to a Mixed Election) are referred to herein as “Cash Election Shares.” Shares of ICB Common Stock as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” Shares of ICB Common Stock as to which no election has been made are referred to as “Non-Election Shares.” For purposes of this Section, Dissenting Shares shall be deemed to be Cash Election Shares. (bc) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and properly completed Election Form of Election must be received by Centrue Bank, in its capacity as exchange agent for the parties to this Agreement (ithe “Exchange Agent”), on or before 5:00 p.m. on the thirtieth (30th) Business Day following the Mailing Date (or such other time and date as Centrue Financial and ICB may mutually agree) (the “Election Deadline”). An election shall have been properly completed, signed and submitted to made only if the Paying Exchange Agent at its designated office and (ii) shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by the one or more Old Certificates representing the Shares as to which the election is being made (or customary affidavits and, if required by an appropriate guarantee Centrue Financial or the Exchange Agent, indemnification and a surety bond, regarding the loss or destruction of such Old Certificates or the guaranteed delivery of such Certificates Old Certificates) representing all shares of ICB Common Stock covered by such Election Form, together with a commercial bank or trust company in duly executed Transmittal Letter. Subject to the United States or a member terms of a registered national security exchange or this Agreement and of the National Association of Securities DealersElection Form, Inc., provided such Certificates are in fact delivered the Exchange Agent shall have reasonable discretion to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, determine whether any Letter of Transmittal and Form of Election election has been properly completedor timely made and to disregard immaterial defects in any Election Form, signed and submitted or revoked. The decision any good faith decisions of the Company (or the Paying Agent, as the case may be) in Exchange Agent regarding such matters shall be conclusive binding and binding. Neither conclusive. (d) Within ten (10) Business Days after the Company nor Election Deadline, Centrue Financial shall cause the Paying Exchange Agent to effect the allocation among ICB Shareholders of rights to receive the Cash Consideration and the Stock Consideration as follows: (i) If the Aggregate Stock Election Number exceeds the Required Stock Election Number, then all Cash Election Shares and all Non-Election Shares will be under any obligation converted into the right to notify any person receive the Cash Consideration, and, with respect to each holder of any defect in a Letter Stock Election Shares, then: (A) that number of Transmittal and Form of Stock Election submitted Shares which is equal to the Paying Agentproduct obtained by multiplying (1) the Stock Election Excess Amount by (2) such shareholder’s Stock Election Percentage (such amount being referred to as such shareholder’s “Individual Stock Excess Amount”), shall be converted into the right to receive the Cash Consideration; and (B) that number of Stock Election Shares equal to the difference between (1) such shareholder’s Individual Stock Election Number, less (2) such shareholder’s Individual Stock Excess Amount, shall be converted into the right to receive the Stock Consideration. (ii) If the Aggregate Cash Election Number exceeds the Required Cash Election Number, then all Stock Election Shares will be converted into the right to receive the Stock Consideration, and, with respect to each holder of Cash Election Shares and Non-Election Shares, then: (A) that number of Cash Election Shares and Non-Election Shares which is equal to the product obtained by multiplying (1) the Cash Election Excess Amount by (2) such shareholder’s Cash Election Percentage (such amount being referred to as such shareholder’s “Individual Cash Excess Amount”), shall be converted into the right to receive the Stock Consideration; and (B) that number of Cash Election Shares and Non-Election Shares which is equal to the difference between (1) such shareholder’s Individual Cash Election Number, less (2) such shareholder’s Individual Cash Excess Amount, shall be converted into the right to receive the Cash Consideration. (iii) If the Aggregate Stock Election Number is equal to the Required Stock Election Number, then all Stock Election Shares will be converted into the right to receive the Stock Consideration, and all Cash Election Shares and Non-Election Shares will be converted into the right to receive the Cash Consideration. (iv) If all ICB Shareholders make only a Stock Election, such that the Aggregate Stock Election Number is equal to one hundred percent (100%) of the Outstanding ICB Shares, then the Exchange Agent shall allocate the Cash Consideration and the Stock Consideration on a pro rata basis among all ICB Shareholders, such that following such allocation fifty percent (50%) of the Outstanding ICB Shares are converted into the right to receive the Stock Consideration, and fifty percent (50%) of the Outstanding ICB Shares are converted into the right to receive the Cash Consideration. (v) If all ICB Shareholders make only a Cash Election, such that the Aggregate Cash Election Number is equal to one hundred percent (100%) of the Outstanding ICB Shares, then the Exchange Agent shall allocate the Cash Consideration and the Stock Consideration on a pro rata basis among all ICB Shareholders, such that following such allocation fifty percent (50%) of the Outstanding ICB Shares are converted into the right to receive the Stock Consideration, and fifty percent (50%) of the Outstanding ICB Shares are converted into the right to receive the Cash Consideration.

Election Procedures. (a) Each record holder Holders of Shares Bank Stock may elect to receive shares of Buyer Stock or cash (other than Dissenting Shares, if any, Shares owned by Textron and in either case without interest) in exchange for their shares to be cancelled of Bank Stock in accordance with Section 3.1(b)the following procedures, provided that, in the aggregate, eighty percent (80%) of the total number of shares of Bank Stock issued and outstanding immediately prior to at the Effective Time Time, including any Dissenting Shares (the “Stock Conversion Number”), shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Stock Consideration and the remaining outstanding shares of Bank Stock shall be converted into the Cash Consideration. Shares of Bank Stock as to which a holder of Bank Stock has elected to receive the Cash Consideration (including, pursuant to a "Mixed Election) are referred to herein as “Cash Election"), (ii) Election Shares.” Shares of Bank Stock as to which a holder of Bank Stock has elected to receive the Stock Consideration (including, pursuant to a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or ) are referred to indicate that such record holder has no preference herein as “Stock Election Shares.” Shares of Bank Stock as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is no election has been made (including Shares in respect of or as to which such an election Election Form is deemed not returned properly completed) are referred to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "herein as “Non-Election Shares") shall be deemed .” The aggregate number of Stock Election Shares is referred to be Shares in respect of which a Cash herein as the “Stock Election has been madeNumber.” (b) Elections pursuant to Section 3.2(a) shall be made on the An election form of letter of and other appropriate and customary transmittal and form of election materials (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election which shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the such Certificates to the Paying Exchange Agent. Elections ), in such form as Bank and Buyer shall mutually agree (“Election Form”), shall be made by mailing mailed no more than forty (40) Business Days and no less than twenty (20) Business Days prior to the Paying Agent a duly completed Letter anticipated Effective Date or on such earlier date as Bank and Buyer shall mutually agree (the “Mailing Date”) to each holder of Transmittal and record of Bank Stock as of five (5) Business Days prior to the Mailing Date (the “Election Form of Election in accordance with Section 3.3(bRecord Date”). Each Election Form shall permit such holder, subject to the allocation and election procedures set forth in this Section 3.07, (i) to elect to receive all cash with respect to each share of Bank Stock held by such holder, (ii) to elect to receive all Buyer Stock with respect to each share of Bank Common Stock held by such holder, (iii) to elect to receive cash with respect to a part of such holder’s Bank Stock and Buyer Stock with respect to the remaining part of such holder’s Bank Stock (a “Mixed Election”), or (iv) to indicate that such record holder has no preference as to the receipt of cash or Buyer Stock for such shares. A holder of record of shares of Bank Stock who holds such shares as nominee, trustee or in another representative capacity may submit multiple Election Forms, provided that each such Election Form covers all the shares of Bank Stock held by such nominee, trustee or held in another representative capacity for a particular beneficial owner. Any shares of Bank 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 of an effective, properly completed Election Form shall be deemed Non-Election Shares. All Dissenting Shares shall be deemed Cash Election Shares, and with respect to such shares the holders thereof shall in no event receive consideration comprised of Buyer Stock, subject to Section 3.06; provided, however, that for purposes of making the proration calculations provided for in this Section 3.07 only Dissenting Shares as existing at the Effective Time shall be deemed Cash Election Shares. (c) To be effective, a Letter properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., Eastern time, on the twenty-fifth (25th) day following the Mailing Date (or such other time and date as Acquirer and Buyer may mutually agree) (the “Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Closing Date. Bank shall make available up to two separate Election Forms, or such additional Election Forms as Buyer may permit, to all Persons who become holders (or beneficial owners) of Transmittal Bank Stock between the Election Form Record Date and the close of business on the Business Day prior to the Election Deadline. Bank shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Bank Stock covered by such Election must be Form, together with duly executed transmittal materials included with the Election Form. If a Bank shareholder either (i) does not submit a properly completed, signed and submitted to the Paying Agent at its designated office and completed Election Form in a timely fashion or (ii) accompanied 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 Bank Stock held by such shareholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the Person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. Buyer shall cause the Certificate or Certificates representing relating to any revoked Election Form to be promptly returned without charge to the Shares as Person submitting the Election Form to which the election is being made (or by an appropriate guarantee Exchange Agent. Subject to the terms of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or this Agreement and of the National Association of Securities DealersElection Form, Inc.the Exchange Agent shall have discretion to determine when any election, provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole modification or revocation is received and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election such election, modification or revocation has been properly completedmade. (d) If the Stock Election Number exceeds the Stock Conversion Number, signed then all Cash Election Shares and submitted or revoked. The decision all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and each holder of Stock Election Shares will be entitled to receive the Company Stock Consideration only with respect to that number of Stock Election Shares held by such holder (or rounded to the Paying Agentnearest whole share) 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. (e) 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 case may be) in such matters “Shortfall Number”), then all Stock Election Shares shall be conclusive converted into the right to receive the Stock Consideration and binding. Neither the Company nor Non-Election Shares and Cash Election Shares shall be treated in the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted following manner: (i) if the Shortfall Number is less than or equal to the Paying Agentnumber of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder (rounded to the nearest whole share) 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 (ii) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares held by such holder (rounded to the nearest whole share) 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.