Common use of Election Procedures Clause in Contracts

Election Procedures. (i) The Company will prepare, for use by the holders of the Offering Warrants, a form (the “Form of Election”) pursuant to which each holder of Offering Warrants may make an Election between the Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holder. (ii) An Election will have been properly made only if a properly completed and signed Form of Election (x) is received by the Company prior to the date and time of the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (such date, the “Election Date” and such meeting, the “Special Meeting”) or (y) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time prior to the Election Date change such holder’s Election if the Company receives (x) prior to the Election Date written notice of such change accompanied by a properly completed Form of Election or (y) at the Special Meeting a new, properly completed Form of Election. The Company will have the right in its sole discretion to permit changes in Elections after the Election Date. (iv) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option shall be deemed to have elected the Cash Option. (v) The Company will have the right to make rules, not inconsistent with the terms of this Agreement or the Equity Purchase Agreement, governing the validity of Forms of Election, the manner and extent to which Elections are to be taken into account in making the determinations prescribed by this section and the manner of payment of any Cash Consideration.

Election Procedures. (ia) The Company will prepare, for use by At the time of mailing of the Proxy Statement/Prospectus to holders of the Offering Warrants, a form (the “Form record of Election”) pursuant Company Common Stock entitled to which each holder of Offering Warrants may make an Election between the Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holder. (ii) An Election will have been properly made only if a properly completed and signed Form of Election (x) is received by vote at the Company prior to the date and time of the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement Shareholders Meeting (such date, the “Election Mailing Date” ”), an election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates theretofore representing shares of Company Common Stock, or Book-Entry Shares, shall pass, only upon proper delivery of such meetingCertificates or Book-Entry Shares, respectively, to the Exchange Agent, upon adherence to the procedures set forth in the letter of transmittal) in such form as Parent and the Company shall reasonably agree (the “Special MeetingElection Form”) or (y) is delivered shall be mailed to each holder of record of shares of Company Common Stock as of the record date for the Company at the Special Shareholders Meeting. (b) Each Election Form shall permit the holder (or the Beneficial Owner through appropriate and customary documentation and instructions) to specify (i) the number of shares of such holder’s Company Common Stock with respect to which such holder makes a Cash Election, (ii) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to make a Stock Election, or (iii) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to make a Mixed Election. Any Offering Warrant holder may at any time Company Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the Business Day that is four (4) Business Days prior to the Election Closing Date change such holder’s Election if the Company receives (xwhich date shall be publicly announced by Parent as soon as reasonably practicable but in no event less than five (5) Business Days prior to the Closing Date) (or such other time and date as the Company and Parent shall agree in writing) (the “Election Date written notice of such change accompanied by a properly completed Form of Election or (yDeadline”) at the Special Meeting a new, properly completed Form of Election. The Company will have the right in its sole discretion to permit changes in Elections after the Election Date. (iv) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option shall be deemed to have elected be “Non-Electing Company Shares”. If the Cash Option. (v) The Company will have the right Effective Time is delayed to make rules, not inconsistent with the terms of this Agreement or the Equity Purchase Agreement, governing the validity of Forms of Electiona subsequent date, the manner Election Deadline shall be similarly delayed to a subsequent date, and extent to which Elections are to be taken into account in making Parent shall promptly announce any such delay and, when determined, the determinations prescribed by this section and the manner of payment of any Cash Considerationrescheduled Election Deadline.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of such Certificates to a bank or trust company designated by Buyer and reasonably satisfactory to Company (the “Exchange Agent”)) in such form as Company and Buyer shall mutually agree (the “Election Form”), shall be mailed no more than forty (40) and no less than twenty (20) Business Days prior to the anticipated Election Deadline (the “Mailing Date”) to each holder of record of Company Common Stock. Each Election Form shall permit the holder of record of Company Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to (i) The Company will prepareelect 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 use by all or a portion of such holder’s shares (a “Stock Election”), or (iii) make no election with respect to the holders receipt of the Offering WarrantsCash Consideration or the Stock Consideration (a “Non-Election”); provided that, a form subject to Section 2.04(d), sixty percent (60%) of the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, excluding any treasury stock and shares described in Section 2.01(b)(ii) (the “Stock Conversion Number”), shall be converted into the Stock Consideration and forty percent (40%) of such shares of Company Common Stock shall be converted into the Cash Consideration in accordance with the allocation procedures set forth in Section 2.04(c). A record holder acting in different capacities or acting on behalf of other Persons in any way will be entitled to submit an Election Form for each capacity in which such record holder so acts with respect to each Person for which it so acts. Shares of Election”) pursuant Company Common Stock as to which each a Cash Election has been made are referred to herein as “Cash Election Shares.” Shares of Company Common Stock as to which a Stock Election has been made are referred to herein as “Stock Election Shares.” Shares of Company Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Company Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.” (b) To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City time, on a date no later than the 5th Business Day prior to the Closing Date to be mutually agreed upon by the parties (which date shall be publicly announced by Buyer as soon as practicable prior to such date) (the “Election Deadline”), accompanied by the Certificates as to which such Election Form is being made or by an appropriate guarantee of delivery of such Certificates, as set forth in the Election Form, from a member of any registered national securities exchange or a commercial bank or trust company in the United States (provided that such Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery; failure to deliver shares of Company Common Stock covered by such guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made election, unless otherwise determined by Buyer, in its sole discretion). For shares of Company Common Stock held in book entry form, Buyer shall establish procedures for delivery of such shares, which procedures shall be reasonably acceptable to Company. If a holder of Offering Warrants may make an Company Common Stock either (i) does not submit a properly completed Election between the Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holder. Form in a timely fashion or (ii) An revokes the holder’s Election will have been properly made only if a properly completed and signed Form of Election (x) is received by the Company prior to the date and time of the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (such date, the “Election Date” and such meeting, the “Special Meeting”) or (y) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time prior to the Election Date change such holder’s Deadline (without later submitting a properly completed Election if the Company receives (x) Form prior to the Election Date written notice Deadline), the shares of Company Common Stock held by such change accompanied by a properly completed Form of Election or (y) at the Special Meeting a new, properly completed Form of Election. The Company will have the right in its sole discretion to permit changes in Elections after the Election Date. (iv) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option holder shall be deemed 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 have elected the Cash Option. (v) The Company will have the right to make rules, not inconsistent with the terms of this Agreement or and of the Equity Purchase Agreement, governing the validity of Forms of ElectionElection Form, the manner Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and extent to which Elections are disregard immaterial defects in any Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. Neither Buyer nor the Exchange Agent shall be under any obligation to be taken into account notify any Person of any defect in making an Election Form. (c) The allocation among the determinations prescribed by this section holders of shares of Company Common Stock of rights to receive the Cash Consideration and the manner Stock Consideration will be made as follows: (i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and, subject to Section 2.03 hereof, each holder of payment Stock Election Shares will be entitled to receive the Stock Consideration in respect of any that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; (ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.03 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 2.03 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration. (d) It is intended that each of the Merger and the Bank Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” as that term is used in Sections 354 and 361 of the Code. From and after the date of this Agreement and until the Closing, each party hereto shall use its reasonable best efforts to cause the Merger and the Bank Merger each to qualify as a reorganization under Section 368(a) of the Code and shall refrain from taking any action that reasonably could be expected to cause the Merger and the Bank Merger each to fail to qualify as such a reorganization. If the tax opinions referred to in Section 6.01(e) cannot be rendered (as reasonably determined by ▇▇▇ ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, respectively) as a result of the Merger potentially failing to qualify as a reorganization under Section 368(a) of the Code, then Buyer may, in its sole discretion, increase the number of shares of Company Common Stock entitled to receive the Stock Consideration by the minimum amount necessary to enable such tax opinions to be rendered.

Election Procedures. 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 Holder may specify in a request made in accordance with the provisions of this Section 2.5 (an “Election”) (i) The the number of shares of Company will prepareCommon Stock or Net Option Shares owned by such Holder with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock or Net Option Shares owned by such Holder with respect to which such Holder desires to make a Cash Election. A share or Net Option Share in respect of which the holder has validly elected to make a Stock Election is 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, for use including appropriate and customary transmittal materials in such form as prepared by the Parent and reasonably acceptable to 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 Offering WarrantsMerger Consideration or convert to shares of Company Common Stock, a form (in each case pursuant to the Company’s Charter and as applicable, the “Form of Election”) pursuant ), so as to which each holder of Offering Warrants may permit Holders to exercise their right to make an Election between the Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holder. (iic) An 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 will have been properly 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 only if a properly completed and signed Form in connection with the cancellation of Election such Company Stock Option shall be (x) is received by applied to first reduce the Company prior to the date and time portion of the special meeting Merger Consideration that is payable to such holder in cash, (y) applied to first reduce the portion of warrantholders being held the Merger Consideration that is payable to approve Amendment No. 1 such holder in shares of Parent Common Stock (with the number of shares of Parent Common Stock to this Agreement be withheld to be determined based on the closing price of a share of Parent Common Stock on the Closing Date) (such dateelection described in this clause (y), the a “Election Date” and such meeting, the “Special MeetingStock Withholding Election”) or (z) applied in the manner described in each of the foregoing clauses (x) and (y) is delivered to 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 at the Special Meeting. (iii) Any Offering Warrant holder may at any time Stock Options fails to make a Withholding Election prior to the Election Date change Deadline, such holder’s Election if the Company receives (x) prior to the Election Date written notice of such change accompanied by a properly completed Form of Election or (y) at the Special Meeting a new, properly completed Form of Election. The Company will have the right in its sole discretion to permit changes in Elections after the Election Date. (iv) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option holder shall be deemed to have elected the Cash Optionmade a Stock Withholding Election. (vd) The Company will have Parent (i) shall initially make available and mail the right 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 (including for the avoidance of doubt holders of Series D Preferred Stock and Series F Preferred Stock as of such date), and (ii) following such mailing date, shall use all reasonable efforts to make rulesavailable 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, not inconsistent with during the terms Election Period, (i) a Form of this Agreement Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or the Equity Purchase Agreementby an appropriate customary guarantee of delivery of such Old Certificates, governing the validity of Forms 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 manner United States and extent (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 an instrument reasonably acceptable to Parent pursuant to which Elections are such holder irrevocably elects to be taken into account convert the applicable shares of 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 making advance by the determinations prescribed by this section parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the 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 them announcing the date of the Election Deadline not more than fifteen (15) business days before, and at least five (5) business days prior to, the manner of payment of any Cash ConsiderationElection Deadline.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock or Company OpCo Units, as applicable, shall pass, only upon proper delivery of such Certificates to the Exchange Agent) in such form as the Company shall reasonably specify and as shall be reasonably acceptable to Parent (the “Election Form”) shall be mailed no less than 30 days prior to the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) to each holder of record of Company Common Stock and Company OpCo Units as of the close of business on the third business day prior to the Mailing Date or such other date as mutually agreed to by Parent and the Company (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (i) The the number of shares of such holder’s Company will prepareClass A Common Stock or Company OpCo Stapled Units, for use by as applicable, with respect to which such holder makes a Mixed Election; (ii) the number of shares of such holder’s Company Class A Common Stock or Company OpCo Stapled Units, as applicable, with respect to which such holder makes a Cash Election; and (iii) the number of shares of such holder’s Company Class A Common Stock or Company OpCo Stapled Units, as applicable, with respect to which such holder makes a Common Unit Election. Any shares of Company Class A Common Stock or Company OpCo Stapled Units with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the fifth business day prior to the anticipated Closing Date (or such other time and date as Parent and the Company shall agree) (the “Election Deadline”) (other than Cancelled Shares and Subsidiary Shares or any shares of Company Common Stock that constitute Dissenting Shares at such time) shall be deemed to be “No Election Securities,” and the holders of the Offering Warrants, such No Election Securities shall be deemed to have made a form (the “Form of Election”) pursuant Common Unit Election with respect to which each holder of Offering Warrants may make an such No Election between the Cash Option Securities. Parent and the Earn-Out Share OptionCompany shall publicly announce the anticipated Election Deadline at least five business days prior to the Election Deadline. In making an ElectionIf the Closing Date is delayed to a subsequent date, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such holderdelay and, when determined, the rescheduled Election Deadline. (iic) An The Company shall make available one or more Election will Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Company Class A Common Stock or Company OpCo Stapled Units between the Election Form Record Date and the close of business on the business day prior to the Election Deadline, and the Parties shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any election made pursuant to this Section 2.7 shall have been properly made only if the Exchange Agent shall have actually received a properly completed and signed Election Form of Election (x) is received by the Election Deadline. After a Mixed Election, Cash Election or a Common Unit Election is validly made with respect to any shares of Company prior to the date and time Class A Common Stock or Company OpCo Stapled Units, any subsequent transfer of the special meeting such shares of warrantholders being held to approve Amendment No. 1 to this Agreement Company Class A Common Stock or Company OpCo Stapled Units, as applicable, shall (such date, the “Election Date” and such meeting, the “Special Meeting”) or (y) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time prior to the Election Date change such holder’s Election if the Company receives (x1) prior to the Election Date Deadline, automatically revoke such election or (2) following the Election Deadline, not change the election made with respect to such shares of Company Class A Common Stock or Company OpCo Stapled Units as of the Election Deadline. Any Election Form may be revoked or changed by the person submitting such Election Form, by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company Class A Common Stock and Company OpCo Stapled Units represented by such Election Form shall become No Election Securities, except to the extent a subsequent election is properly made with respect to any or all of such change accompanied by a properly completed Form shares of Election Company Class A Common Stock or (y) at the Special Meeting a newCompany OpCo Stapled Units, properly completed Form of Election. The Company will have the right in its sole discretion as applicable, prior to permit changes in Elections after the Election Date. (iv) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option shall be deemed Deadline. Subject to have elected the Cash Option. (v) The Company will have the right to make rules, not inconsistent with the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good-faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company or the Equity Purchase Agreement, governing the validity of Forms of Election, the manner and extent Exchange Agent shall be under any obligation to which Elections are to be taken into account in making the determinations prescribed by this section and the manner of payment notify any person of any Cash Considerationdefect in an Election Form.

Election Procedures. (iA) The Company will prepareEach Person (other than Parent, the Company, Holdings, Partnership, Merger Sub or Amalgamation Sub) who on or prior to the Election Deadline is a holder of record of Parent Common Shares shall be entitled, with respect to all or a portion of such Parent Common Shares, to make an Exchangeable Election on or prior to the Election Deadline to receive only the Exchangeable Security Consideration on the basis set forth in this Agreement. Each Person receiving Exchangeable Security Consideration (whether in consideration for use a Non-Election Share or an Exchangeable Election Share) pursuant to the Merger shall be deemed, by virtue of such receipt of such Exchangeable Security Consideration and without any further action on any such Person’s part, to have (1) executed the holders Partnership Agreement as a holder of an Exchangeable Unit and (2) agreed to the rights, privileges, restrictions and conditions of the Offering WarrantsExchangeable Units, a including the terms and conditions set forth in the Voting Trust Agreement. (B) Partnership shall prepare an election form, in form and substance reasonably acceptable to Parent with such provisions as Parent may specify (the “Form of ElectionElection Form”) pursuant to which each a holder of Offering Warrants record of Parent Common Shares may make an Exchangeable Election between with respect to all or a portion of the Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants Parent Common Shares held by such holder. Parent or Holdings shall mail, or shall cause the Exchange Agent to mail, the Election Form, together with the Joint Information Statement/Circular to holders of Parent Common Shares. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to specify the number of shares of such holder’s Parent Common Shares with respect to which such holder makes an Exchangeable Election (and, if relevant, the specific lot of Parent Common Shares to which such election relates) in connection with the Merger. Any Parent Common Share with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York City time, on the Business Day that is three (3) Business Days prior to the Closing Date (which date shall be publicly announced by Parent as soon as reasonably practicable but in no event less than five (5) Business Days prior to the anticipated Closing Date) (or such other time and date as Parent may specify) (the “Election Deadline”) shall be deemed to be a Non-Election Share. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent shall promptly announce any such delay and, when determined, the rescheduled Election Deadline, which rescheduled Election Deadline if necessary shall be at the discretion of Parent provided that at least one (1) Business Day of advance notice thereof shall have been provided. (iiC) An Parent shall make Election will Forms available as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Parent Common Shares prior to the Election Deadline, and Parent shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein and as specified in any agreement with the Exchange Agent. (D) Any election made pursuant to this Section 2.3(f)(ii) shall have been properly made only if the Exchange Agent shall have actually received a properly completed and signed Election Form prior to the Election Deadline. An Election Form with respect to Parent Common Shares shall be deemed properly completed only (i) with respect to Parent Common Shares represented by Certificates, if accompanied by one or more Certificates duly endorsed in blank or otherwise in form acceptable for transfer on the books of Parent or (ii) with respect to Parent Book Entry Shares, upon the Exchange Agent’s receipt of an “agent’s message” by the Exchange Agent or such other evidence of transfer of Parent Book Entry Shares as the Exchange Agent may reasonably request, collectively representing all Parent Common Shares covered by such Election (x) Form, in each case together with duly executed transmittal materials included with the Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form by submitting written notice that is received by the Company prior to the date and time of the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (such date, the “Election Date” and such meeting, the “Special Meeting”) Exchange Agent on or (y) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time prior to the Election Date change such holder’s Deadline. In the event an Election if the Company receives (x) Form is revoked on or prior to the Election Date Deadline, the Parent Common Shares represented by such Election Form shall become Non-Election Shares and Parent shall cause the Certificates representing such Parent Common Shares or Parent Book Entry Shares to be promptly returned without charge to the Person submitting the Election Form upon such revocation or written notice request to that effect from the holder who submitted the Election Form; provided, however, that a subsequent election may be made with respect to any or all of such change accompanied by a properly completed Form of Election or (y) at Parent Common Shares if the Special Meeting a newholder thereof complies with the procedures, properly completed Form of Electionterms and conditions set forth in this Section 2.3(f)(ii). The Company will have the right In addition, all Exchangeable Elections shall automatically be revoked and all Certificates representing Parent Common Shares and Parent Book Entry Shares shall be promptly returned without charge if this Agreement is terminated in its sole discretion to permit changes in Elections after the Election Dateaccordance with Article 9. (ivE) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option shall be deemed Subject to have elected the Cash Option. (v) The Company will have the right to make rules, not inconsistent with the terms of this Agreement and the Election Form, the Exchange Agent, in consultation with Parent, shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, Holdings, Partnership, Merger Sub or the Equity Purchase Agreement, governing the validity of Forms of Election, the manner and extent Exchange Agent shall be under any obligation to which Elections are to be taken into account in making the determinations prescribed by this section and the manner of payment notify any Person of any Cash Considerationdefect in an Election Form.

Election Procedures. (ia) The Each Person who is a record holder of shares of Company will prepare, for use by Common Stock (other than Excluded Shares) as of immediately prior to the holders First Effective Time shall be entitled to specify the number of such holder’s shares of Company Common Stock with respect to which such holder makes a Cash Election or a Stock Election in accordance with (and subject to) this Section 2.05. (b) Parent shall prepare and file as an exhibit to the Offering Warrants, Form F-4 a form of election in form and substance reasonably acceptable to the Company (the “Form of Election”). At least twenty (20) pursuant Business Days prior to which the anticipated First Effective Time (the “Mailing Date”), Parent shall instruct the Exchange Agent to mail the Form of Election with the Proxy Statement/Prospectus to all Persons who are record holders of shares of Company Common Stock as of five (5) Business Days prior to the Mailing Date. The Form of Election shall be used by each record holder of Offering Warrants may shares of Company Common Stock (or, in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to make an a Cash Election between or a Stock Election. In the event that a holder fails to make a Cash Option Election or a Stock Election with respect to shares of Company Common Stock held or beneficially owned by such holder by the Election Deadline, then such holder shall be deemed to have made a Stock Election with respect to such shares (each such share, a “Non-Electing Company Share”). During the period from the mailing of the Form of Election and the Earn-Out Share Option. In making an ElectionElection Deadline, each holder Parent shall use its reasonable best efforts to make the Form of Offering Warrants must elect Election available to all Persons who become at or prior to the same Adjustment Option for all Offering Warrants held by such holderElection Deadline (or who are expected to become at or prior to the Election Deadline) record holders of shares of Company Common Stock. (iic) An Election will Any holder’s election shall have been properly made only if the Exchange Agent shall have received at its designated office by 5:00 p.m., New York City time, on the date that is three (3) Business Days preceding the Closing Date (the “Election Deadline”), a Form of Election properly completed and signed and accompanied by any additional documents required by the procedures set forth in the Form of Election. After a Cash Election or a Stock Election is validly made with respect to any shares of Company Common Stock (but, for the avoidance of doubt, excluding any Non-Electing Company 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 pursuant to Section 2.05(e) and any procedures set forth in the Form of Election. (d) Parent and the Company shall publicly announce the anticipated Election Deadline at least five (5) Business Days prior to the anticipated Election Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (e) Any Cash Election or Stock Election may be revoked with respect to all or a portion of the shares of Company Common Stock subject thereto by the holder who submitted the applicable Form of Election (x) is by written notice received by the Company prior to the date and time of the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (such date, the “Election Date” and such meeting, the “Special Meeting”) or (y) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time Exchange Agent prior to the Election Date change such holder’s Election Deadline. In addition, all Cash Elections and Stock Elections shall automatically be revoked if the Company receives (x) prior to the Election Date written notice of such change accompanied by this Agreement is terminated in accordance with Article X. If a properly completed Form of Cash Election or (yStock Election is revoked, the shares of Company Common Stock as to which such election previously applied shall be treated as Stock Electing Shares in accordance with Section 2.05(a) at unless a new election is submitted by the Special Meeting a new, properly completed Form of Election. The Company will have holder within the right in its sole discretion period during which elections are permitted to permit changes in Elections after the Election Datebe made pursuant to Section 2.05(d). (ivf) All holders The determination of Offering Warrants the Exchange Agent (or the reasonable determination of Parent, in the event that do not the Exchange Agent declines to make a valid Election for any Adjustment Option such determination) shall be deemed conclusive and binding as to whether or not Cash Elections and/or Stock Elections shall have elected been properly made or revoked pursuant to this Section 2.05 and as to when Cash Elections, Stock Elections and/or revocations were received by the Exchange Agent. The Exchange Agent (or Parent, acting reasonably, in the event that the Exchange Agent declines to make the following computation) shall also make all computations contemplated by Section 2.03(a), and absent manifest error this computation shall be conclusive and binding. The Exchange Agent may, with the written agreement of Parent (subject in each case to the consent of the Company, which shall not be unreasonably withheld, delayed or conditioned), make any rules as are consistent with this Section 2.05 for the implementation of the Cash OptionElections and Stock Elections provided for in this Agreement as shall be necessary or desirable to effect these Cash Elections and Stock Elections. (vg) The Without limitation of Section 8.03, each of Parent and the Company will have the right to make rules, not inconsistent with the terms of shall solicit Cash Elections and Stock Elections under this Agreement in compliance with, and shall make any and all filings that are necessary or advisable under, all applicable rules and regulations of the Equity Purchase Agreement, governing the validity of Forms of Election, the manner and extent to which Elections are to be taken into account in making the determinations prescribed by this section and the manner of payment of any Cash ConsiderationSEC.

Election Procedures. (a) Notwithstanding anything in this Agreement to the contrary, with respect to each holder of Company Common Stock: (i) The An election form in such form as Parent shall specify and as shall be reasonably acceptable to the Company will prepare, for use by the holders of the Offering Warrants, a form (the “Form of ElectionMerger Consideration Election Form”) pursuant shall be mailed together with the supplement to which the Proxy Statement describing this Amendment (the “Mailing Date”) to each holder of Offering Warrants may make an record of Company Common Stock as of the close of business on the record date for notice of the Company Stockholder Meeting (the “Election between the Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holderForm Record Date”). (ii) An Each Merger Consideration Election will Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (A) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Mixed Consideration, (B) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Cash Election Consideration, (C) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Stock Consideration, or (D) that such holder makes no election with respect to such holder’s Company Common Stock (“No Election Shares”). Any Company Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Merger Consideration Election Form on or before 5:00 p.m., New York time, on the date that is three Business Days following the Closing Date (or such other time and date as the Company and Parent shall agree prior to the Closing) (the “Election Deadline”) (other than any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall be deemed to be No Election Shares. (iii) Parent shall make available one or more Merger Consideration Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Company Common Stock between the Election Form Record Date and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (iv) Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed and signed Merger Consideration Election Form of by the Election (x) is Deadline. Any Merger Consideration Election Form may be revoked or changed by the Person submitting such Merger Consideration Election Form, by written notice received by the Company Exchange Agent prior to the date Election Deadline. In the event a Merger Consideration Election Form is revoked prior to the Election Deadline, the shares of Company Common Stock represented by such Merger Consideration Election Form shall become No Election Shares, except to the extent (if any) a subsequent election is properly made with respect to any or all of such shares of Company Common Stock. Subject to the terms of this Agreement and time of the special meeting Merger Consideration Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Merger Consideration Election Forms, and any good faith decisions of warrantholders being held the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, Company or the Exchange Agent shall be under any obligation to approve Amendment No. 1 to notify any Person of any defect in a Merger Consideration Election Form. (b) Notwithstanding anything in this Agreement to the contrary, with respect to each holder of Company Options: (i) An election form in such date, the “Election Date” form as Parent shall specify and such meeting, the “Special Meeting”) or (y) is delivered as shall be reasonably acceptable to the Company (the “Option Consideration Election Form”) shall be mailed together with the supplement to the Proxy Statement describing this Amendment or at the Special MeetingMailing Date to each holder of record of any Company Option as of immediately prior to the Effective Time (the “Option Consideration Election Form Date”). (ii) Each Option Consideration Election Form shall permit the holder to specify with respect to each Company Option (A) whether such holder elects to receive the Per Option Mixed Consideration, (B) whether such holder elects to receive the Per Option Cash Consideration, (C) whether such holder elects to receive the Per Option Stock Consideration, or (D) that such holder makes no election with respect to such Company Option (“No Election Options”). Any Company Options with respect to which the Exchange Agent has not received an effective, properly completed Option Consideration Election Form on or before the Election Deadline shall also be deemed to be No Election Options. (iii) Any Offering Warrant holder Parent shall make available one or more Option Consideration Election Forms as may at any reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Company Options between the Option Consideration Election Form Date and the close of business on the business day prior to the Election Date change such holder’s Election if Deadline, and the Company receives (x) prior shall provide to the Election Date written notice of such change accompanied by a properly completed Form of Election or (y) at the Special Meeting a new, properly completed Form of Election. The Company will have the right in its sole discretion Exchange Agent all information reasonably necessary for it to permit changes in Elections after the Election Dateperform as specified herein. (iv) All holders of Offering Warrants that do not make Any such election shall have been properly made only if the Exchange Agent shall have actually received a valid properly completed Option Consideration Election for Form by the Election Deadline. Any Option Consideration Election Form may be revoked or changed by the Person submitting such Option Consideration Election Form, by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Option Consideration Election Form is revoked prior to the Election Deadline, the Company Options represented by such Election Form shall become No Election Options, except to the extent (if any) a subsequent election is properly made with respect to any Adjustment Option shall be deemed or all such Company Options. Subject to have elected the Cash Option. (v) The Company will have the right to make rules, not inconsistent with the terms of this Agreement and of the Option Consideration Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Option Consideration Election Forms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, Company or the Equity Purchase Agreement, governing the validity of Forms of Election, the manner and extent Exchange Agent shall be under any obligation to which Elections are to be taken into account in making the determinations prescribed by this section and the manner of payment notify any Person of any Cash Considerationdefect in an Option Consideration Election Form. (m) Section 8.2 (a) of the Merger Agreement is hereby amended and restated in its entirety as follows: (a) if to Parent, Merger Sub or Second Merger Sub: URS CORPORATION 6▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 26th Floor San Francisco, CA 94111 Attention: General Counsel Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇ with a copy to: P▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq. S▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq. L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP Suite 4000 6▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇

Election Procedures. (i) The Each holder of record of shares of Company will prepareCommon Stock, for use by the holders of the Offering Company Series A Warrants, Company SARs or Company Options to be converted into the right to receive the Merger Consideration in accordance with, and subject to, this Article II (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 Holder may specify in a request made in accordance with the provisions of this Section 2.9 (herein called a “Cash Election” “) the number of shares of Company Common Stock owned by such Holder (or underlying the Company Series A Warrant, Company SARs or Company Option, as applicable) with respect to 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 a Cash Election shall be required to waive all appraisal rights in connection with making such Cash Election. (b) Parent shall 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, in accordance with the terms of this Agreement (the “Form of Election”) pursuant ), so as to which each holder of Offering Warrants may permit Holders to exercise their right to make an Election between the Cash Option and the Earn-Out Share Option. In making an Election, and (i) shall direct the Exchange Agent to mail or transmit in electronic form the Form of Election within 5 Business Days (or such later date agreed by the Company and Parent) after the date of engagement of the Exchange Agent, to the record holders of Company Common Stock as of the date hereof, and (ii) following such date, shall use reasonable best efforts to make available as promptly as practicable a Form of Election to any stockholder, warrantholder, or optionholder who requests such Form of Election prior to the Election Deadline, which Form of Election shall be used by each record holder of Offering Warrants must elect shares of Company Common Stock who wishes to make an Election. The time period between such mailing date and the same Adjustment Option for all Offering Warrants held by such holderElection Deadline is referred to herein as the “Election Period”. (iic) An Any Election will shall have been made properly made 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 (xElection) is received by any additional documents specified in the Company prior to procedures set forth in the date and time of the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (such date, the “Election Date” and such meeting, the “Special Meeting”) or (y) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time prior to the Election Date change such holder’s Election if the Company receives (x) prior to the Election Date written notice of such change accompanied by a properly completed Form of Election or (y) at the Special Meeting a new, properly completed Form of Election. The Company will have As used herein, unless otherwise agreed in advance by the right parties, “Election Deadline” means 5:00 p.m. local time (in its sole discretion to permit changes the city in Elections after which the Election principal office of the Exchange Agent is located) on the earliest practicable date which the parties shall agree, but in any event, no less than 10 Business Days preceding the Closing Date. (iv) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option shall be deemed to have elected the Cash Option. (v) The Company will have the right to make rules, not inconsistent with the terms of this Agreement or the Equity Purchase Agreement, governing the validity of Forms of Election, the manner and extent to which Elections are to be taken into account in making the determinations prescribed by this section and the manner of payment of any Cash Consideration.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of such Certificates to a bank or trust company designated by Investor and reasonably satisfactory to the Company (the “Exchange Agent”)) in such form as the Company and Investor shall mutually agree (the “Election Form”), shall be mailed no later than fifteen Business Days prior to the anticipated Election Deadline (the “Mailing Date”) to each holder of record of Company Common Stock. Subject to Section 2.1(c), each Election Form shall permit the holder of record of Company Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to (i) elect to receive the Cash Consideration for all or a portion of such holder’s shares (a “Cash Election”), (ii) elect to receive the Stock Consideration for all or a portion of such holder’s shares (a “Stock Election”), or (iii) make no election with respect to the receipt of the Cash Consideration or the Stock Consideration (a “Non-Election”). A record holder acting in different capacities or acting on behalf of other Persons (as defined in Section 9.2(a)) in any way will be entitled to submit an Election Form for each capacity in which such record holder so acts with respect to each Person for which it so acts. Shares of Company Common Stock as to which a Cash Election has been made are referred to herein as “Cash Election Shares.” Shares of Company Common Stock as to which a Stock Election has been made are referred to herein as “Stock Election Shares.” Shares of Company Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Company will prepareCommon Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.” (b) To be effective, for use a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City time, on a date no later than the fifth Business Day prior to the Closing Date to be mutually agreed upon by the holders of the Offering Warrants, a form parties (which date shall be publicly announced by Investor as soon as practicable prior to such date) (the “Form of ElectionElection Deadline”) pursuant ), accompanied by the Certificates as to which each such Election Form is being made or by an appropriate guarantee of delivery of such Certificates, as set forth in the Election Form, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, however, that such Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery; provided, further, that failure to deliver shares of Company Common Stock covered by such guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made election, unless otherwise determined by the Exchange Agent, in its sole discretion. For shares of Company Common Stock held in book entry form, Investor shall establish procedures for delivery of such shares, which procedures shall be reasonably acceptable to the Company. If a holder of Offering Warrants may make an Company Common Stock either (i) does not submit a properly completed Election between the Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holder. Form in a timely fashion or (ii) An revokes the holder’s Election will have been properly made only if a properly completed and signed Form of Election (x) is received by the Company prior to the date and time of the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (such date, the “Election Date” and such meeting, the “Special Meeting”) or (y) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time prior to the Election Date change such holder’s Deadline (without later submitting a properly completed Election if the Company receives (x) Form prior to the Election Date written notice Deadline), the shares of Company Common Stock held by such change accompanied by a properly completed Form of Election or (y) at the Special Meeting a new, properly completed Form of Election. The Company will have the right in its sole discretion to permit changes in Elections after the Election Date. (iv) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option holder shall be deemed 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 Investor and the Company that this Agreement has been terminated. Subject to have elected the Cash Option. (v) The Company will have the right to make rules, not inconsistent with the terms of this Agreement or and of the Equity Purchase Agreement, governing the validity of Forms of ElectionElection Form, the manner Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and extent to which Elections are disregard immaterial defects in any Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. Neither Investor nor the Exchange Agent shall be under any obligation to be taken into account notify any Person of any defect in making an Election Form. (c) The allocation among the determinations prescribed by this section holders of shares of Company Common Stock of rights to receive the Cash Consideration and the manner 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 2.3 hereof, each holder of payment Stock Election Shares will be entitled to receive the Stock Consideration in respect of any that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; (ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.3 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 2.3 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.

Election Procedures. (i) The Not less than 30 days prior to the anticipated Effective Time, an election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to any certificate (a “Certificate”) theretofore representing shares of Company will prepareCommon Stock or non-certificated shares represented by book entry (“Book Entry Shares”) shall pass, for use by only upon proper delivery of such Certificates or Book Entry Shares, respectively, to the holders of Exchange Agent), in such form as Parent shall specify and as shall be reasonably acceptable to the Offering Warrants, a form Company (the “Form of ElectionElection Form”), shall be mailed at such time as the Company and Parent may agree (the “Mailing Date”) pursuant to which each holder of Offering Warrants may make an record of shares of Company Common Stock as of the close of business on the record date for notice of the Company Stockholder Meeting (the “Election between the Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holderForm Record Date”). (ii) An Each Election will Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of any Excluded Shares or any Appraisal Shares, to specify (i) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Mixed Consideration, (ii) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Stock Election Consideration, (iii) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Cash Election Consideration, or (iv) that such holder makes no election with respect to such holder’s Company Common Stock (“Non-Election Shares”). Any Company Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the 20th day following the Mailing Date (or such other time and date as the Company and Parent shall agree) (the “Election Deadline”) (other than any shares of Company Common Stock that constitute Appraisal Shares as of such time) shall also be deemed to be Non-Election Shares. (iii) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Company Common Stock between the Election Form Record Date and the close of business on the Business Day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (iv) Any election shall have been properly made only if the Exchange Agent shall have received a properly completed and signed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only (A) if accompanied by one or more Certificates (or customary affidavits and, if required by Parent or the Surviving Entity, the posting by such Person of a bond, in such reasonable amount as the Surviving Entity may direct, as indemnity against any claim that may be made against it with respect to such Certificate) and/or (B) upon receipt of an “agent’s message” by the Exchange Agent or such other evidence of transfer of Book Entry Shares to the Exchange Agent as the Exchange Agent may reasonably request, collectively representing all shares of Company Common Stock covered by such Election (x) is 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 by written notice received by the Company prior to the date and time of the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (such date, the “Election Date” and such meeting, the “Special Meeting”) or (y) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time Exchange Agent prior to the Election Date change such holder’s Deadline. In the event an Election if the Company receives (x) Form is revoked prior to the Election Date Deadline, the shares of Company Common Stock represented by such Election Form shall become Non-Election Shares and Parent shall cause the Certificates representing such shares of Company Common Stock or Book Entry Shares to be promptly returned without charge to the Person submitting the Election Form upon written notice request to that effect from the holder who submitted the Election Form, except to the extent (if any) a subsequent election is properly made with respect to any or all of such change accompanied by a properly completed Form shares of Election or (y) at the Special Meeting a new, properly completed Form of ElectionCompany Common Stock. The Company will have the right in its sole discretion Subject to permit changes in Elections after the Election Date. (iv) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option shall be deemed to have elected the Cash Option. (v) The Company will have the right to make rules, not inconsistent with the terms of this Agreement and of the Election Form, Parent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of Parent (or the Equity Purchase AgreementExchange Agent, governing if so empowered) regarding such matters shall be binding and conclusive. None of Parent, Merger Sub or the validity of Forms of Election, the manner and extent Exchange Agent shall be under any obligation to which Elections are to be taken into account in making the determinations prescribed by this section and the manner of payment notify any Person of any Cash Considerationdefect in an Election Form.

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 will be entitled, subject to Section 2.2 hereof, to make an unconditional election on or prior to such Election Date specifying the number of Common Shares which he desires (i) to have converted into the right to receive the Cash Consideration or (ii) to retain as a Retained Common Share. (b) Subject to any required clearance by the Securities and Exchange Commission (the "SEC"), the Purchaser shall prepare a form of election (the "Form of Election"), which form shall be subject to the reason- able approval of the Company, to be mailed by the Company with the Proxy Statement to the record holders of Common Shares as of the record date for the Special Meeting (as hereinafter defined), which Form of Election shall be used by each record holder of Common Shares who elects to specify the number of Common Shares which he desires to have converted into the right to receive the Cash Consideration in the Merger, subject to the provisions of Section 2.2 hereof. The Company will prepare, for use by its reasonable best efforts to make the Form of Election available to all persons who become holders of Common Shares during the Offering Warrants, a form (the “Form of Election”) pursuant to which each holder of Offering Warrants may make an Election period between the Cash Option such record date and the Earn-Out Share OptionElection Date, with a copy of the Proxy Statement. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by Any such holder. (ii) An Election will '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"), a Form of Election properly completed and signed and accompanied by Certificates (as hereinafter defined) for the Common Shares to which such Form of Election relates, duly endorsed in blank or otherwise in a form acceptable for transfer on the books of the Company (xor by an appropriate guarantee if 8 delivery of such certificates as set forth in such Form of Election from a firm which is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States, provided such certificates are in fact delivered to the Exchange Agent within three New York Stock Exchange ("NYSE") is trading days after the date of execution of such guarantee of delivery). (c) Any Form of Election may be revoked by the holder submitting it to the Exchange Agent only by written notice received by the Company Exchange Agent (i) prior to 5:00 p.m., New York City time on the date and time of Election Date or (ii) after the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (such date, the “Election Date” and such meeting, the “Special Meeting”) or (y) is delivered to if the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time and Purchaser determine, on or prior to the Election Date change such holder’s Date, that the Closing is not likely to occur within three business days following the Election if the Company receives (x) 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 Date written notice of such change accompanied 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 properly completed Form of Election is revoked, the Certificate or Certificates (yor guaran- tees of delivery, as appropriate) at for the Special Meeting a new, properly completed Common Shares to which such Form of Election. The Company will have Election relates shall be promptly returned to the right in its sole discretion stockholder submitting the same to permit changes in Elections after the Election DateExchange Agent. (ivd) All The determination of the Exchange Agent shall be binding with respect to whether or not elections have been properly made 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, such shares shall be treated by the Exchange Agent as Retained Common Shares. The Exchange Agent shall also make all computations as to the allocation and the proration contemplated by Section 2.2, and any such computation shall be conclusive and binding on the holders of Offering Warrants that do not Common Shares. The Exchange Agent may, with the mutual agreement of Merger Sub and the Company, make a valid Election such rules as are consistent with this Section 2.3 for any Adjustment Option the implementation of the elections provided for herein as shall be deemed necessary or desirable fully to have elected the Cash Optioneffect such elections. (v) The Company will have the right to make rules, not inconsistent with the terms of this Agreement or the Equity Purchase Agreement, governing the validity of Forms of Election, the manner and extent to which Elections are to be taken into account in making the determinations prescribed by this section and the manner of payment of any Cash Consideration.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of such Certificates to a bank or trust company designated by 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 30 days prior to the anticipated Effective Time or on such earlier date as Parent and the Company shall mutually agree (the "Mailing Date") to each holder of record of Company Common Stock as of five business days prior to the Mailing Date ("Election Form Record Date"); provided, however, that the Mailing Date shall not occur prior to the receipt of the shareholder approval contemplated by Section 8.1(a) hereof. Each Election Form shall permit a holder (or the beneficial owner through appropriate and customary documentation and instructions) of outstanding Company Common Stock to elect, subject to provisions of this Section 1.5, to receive, on a per share basis, with respect to such holder's Company Common Stock (i) The Company will prepare, for use by the holders of the Offering Warrants, a form cash (the “Form of Election”) pursuant shares as to which each holder of Offering Warrants may make an such election is made, the "Cash Election between the Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holder. Shares") or (ii) Parent Common Stock (shares as to which such election is made, the "Stock Election Shares"). Notwithstanding the foregoing, no holder of Company Common Stock may elect to receive Parent Common Stock pursuant to the election procedures provided herein with respect to fewer than 50 shares of Company Common Stock. To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City time, on the 20th day following the Mailing Date (or such other time and date as Parent and the Company may mutually agree) (the "Election Deadline") ; provided, however, that the Election Deadline may not occur on or after the Closing Date (as defined in Section 10.1 hereof). Parent shall make available up to two separate Election Forms, 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 close of business on the business day prior to the Election Deadline. The Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An Election will election shall have been properly made only if the Exchange Agent shall have actually received a properly completed and signed Election Form of Election (x) is received 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 Company prior to Common Stock covered by such Election Form, together with duly executed transmittal materials included with the date and time of the special meeting of warrantholders being held to approve Amendment NoElection Form. 1 to this Agreement If a stockholder either (such datei) does not submit a properly completed Election Form in a timely fashion, the “Election Date” and such meeting, the “Special Meeting”) or (yii) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time revokes its Election Form prior to the Election Date change Deadline, the shares of Company Common Stock held by such holder’s stockholder shall be designated "No Election if Shares." Parent shall cause the Company receives Certificates described in clause (xii) prior of the preceding sentence to be promptly returned without charge to the Election Date written notice of such change accompanied by a properly completed Form of Election or (y) at the Special Meeting a new, properly completed Form of Election. The Company will have the right in its sole discretion to permit changes in Elections after person submitting the Election Date. (iv) All holders of Offering Warrants Form upon written request to that do not make a valid effect from the person who submitted the Election for any Adjustment Option shall be deemed Form. Subject to have elected the Cash Option. (v) The Company will have the right to make rules, not inconsistent with the terms of this Agreement or and of the Equity Purchase Agreement, governing the validity of Forms of ElectionElection Form, the manner Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and extent to which Elections are disregard immaterial defects in any Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. Neither Parent nor the Exchange Agent shall be under any obligation to be taken into account in making the determinations prescribed by this section and the manner of payment notify any person of any defect in an Election Form. (b) The "Cash Consideration.Election Amount" shall be equal to the Per Share Consideration multiplied by the total number of Cash Election Shares. Within five business days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, Parent shall cause the Exchange Agent to effect the allocation among the holders of Company Common Stock of rights to receive Parent Common Stock or cash in the Merger in accordance with the Election Forms as follows:

Election Procedures. Each holder of record of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (a “Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election on or prior to the Election Deadline in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.3 (an “Election”) (i) The the number of shares of Company will prepareCommon Stock owned by such Holder with respect to which such Holder desires to make a Share Election and (ii) the number of other shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election; provided, that, for use the avoidance of doubt, a Holder may not make both a Share Election and a Cash Election with respect to the same share of Company Common Stock owned by the holders such Holder. (b) Prior to effectiveness of the Offering WarrantsForm S-4, Parent shall prepare and file as an exhibit thereto a form reasonably acceptable to the Company (the “Form of Election”) pursuant ), which shall be mailed by the Company to which each holder record holders of Offering Warrants may Company Common Stock so as to permit those holders to exercise their right to make an Election between the Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holder. (ii) An Election will have been properly made only if a properly completed and signed Form of Election (x) is received by the Company prior to the date and time of the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (such date, the “Election Date” and such meeting, the “Special Meeting”) or (y) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time prior to the Election Date change such holder’s Deadline. (c) The Company shall mail or cause to be mailed or delivered, as applicable, the Form of Election if to record holders of shares of Company Common Stock as of the record date for the Company receives Stockholder Meeting not less than twenty (x20) Business Days prior to the anticipated Election Deadline (the “Mailing Date”). Parent shall make available one or more Forms of Election as may reasonably be requested from time to time by all Persons who become holders or beneficial owners of Company Common Stock during the period following the record date for the Company Stockholder Meeting and prior to the Election Deadline. (d) Prior to the Mailing Date, Parent shall appoint an exchange agent, which shall be an agent reasonably acceptable to the Company (the “Exchange Agent”), for the purpose of receiving Elections and transferring Book-Entry Shares and exchanging shares of Company Common Stock represented by Certificates for Merger Consideration, pursuant to an exchange agent agreement reasonably acceptable to Parent and the Company entered into prior to the Mailing Date written notice (the “Exchange Agent Agreement”). Subject to the terms of such change accompanied the Exchange Agent Agreement, any Election shall have been made properly only if the Exchange Agent shall have received, by the Election Deadline, a properly completed Form of Election or (y) at the Special Meeting a new, properly completed and signed, with such Form of Election either electing to transfer Book-Entry Shares or accompanied by Certificates representing the shares of Company Common Stock to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company or by an appropriate customary guarantee of delivery of such Certificates, as set forth in such Form of Election, from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. The Company will have Failure to deliver Certificates covered by such a guarantee of delivery within the right in its sole discretion to permit changes in Elections after the Election Date. (iv) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option time set forth on such guarantee shall be deemed to have elected the Cash Option. (v) The Company will have the right to make rules, not inconsistent with the terms of this Agreement or the Equity Purchase Agreement, governing the validity of Forms of 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 manner Company and extent Parent, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the Business Day immediately prior to which Elections are to be taken into account in making the determinations prescribed by this section and the manner of payment of any Cash ConsiderationCompany Stockholder Meeting.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Certificates to the Exchange Agent) in such form as Parent shall specify and as shall be reasonably acceptable to the Company (the “Election Form”) shall be mailed together with the Proxy Statement or at such other time as the Company and Parent may agree (the “Mailing Date”) to each holder of record of Company Common Stock as of the close of business Table of Contents on the record date for notice of the Company Stockholder Meeting (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (i) The the number of shares of such holder’s Company will prepareCommon Stock with respect to which such holder elects to receive the Per Share Mixed Consideration, for use by (ii) the holders number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Offering WarrantsPer Share Stock Consideration, a form (iii) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Cash Consideration, or (iv) that such holder makes no election with respect to such holder’s Company Common Stock (“No Election Shares”). Any Company Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the twentieth (20th) day following the Mailing Date (or such other time and date as the Company and Parent shall agree) (the “Form of ElectionElection Deadline”) pursuant (other than any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall also be deemed to which each holder of Offering Warrants may make an be No Election between the Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holderShares. (iic) An Parent shall make available one or more Election will Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Company Common Stock between the Election Form Record Date and the close of business on the Business Day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed and signed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and, if required by Parent or the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate) representing all shares of Company Common Stock covered by such Election (x) is 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, by written notice received by the Company prior to the date and time of the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (such date, the “Election Date” and such meeting, the “Special Meeting”) or (y) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time Exchange Agent prior to the Election Date change such holder’s Deadline. In the event an Election if the Company receives (x) Form is revoked prior to the Election Date Deadline, the shares of Company Common Stock represented by such Election Form shall become No Election Shares and Parent shall cause the Certificates representing such shares of Company Common Stock to be promptly returned without charge to the Person submitting the Election Form upon written notice request to that effect from the holder who submitted the Election Form, except to the extent (if any) a subsequent election is properly made with respect to any or all of such change accompanied by a properly completed Form shares of Election or (y) at the Special Meeting a new, properly completed Form of ElectionCompany Common Stock. The Company will have the right in its sole discretion Subject to permit changes in Elections after the Election Date. (iv) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option shall be deemed to have elected the Cash Option. (v) The Company will have the right to make rules, not inconsistent with the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, Company or the Equity Purchase Agreement, governing the validity of Forms of Election, the manner and extent Exchange Agent shall be under any obligation to which Elections are to be taken into account in making the determinations prescribed by this section and the manner of payment notify any Person of any Cash Considerationdefect in an Election Form.

Election Procedures. (i) The Company will prepare, for use All elections contemplated by the holders of the Offering Warrants, Section 2.5(a) shall be made on a form designed for that purpose prepared by FMS and reasonably acceptable to Bancorp (an "Election Form"). Holders of record of shares of FMS Common stock who hold such shares as nominees, trustees or in other representative capacities ("Representatives") may submit multiple Election Forms, provided that such Representative certifies that each such Election Form covers all the “Form shares of Election”) pursuant to which each holder of Offering Warrants may make an Election between the Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants FMS Common Stock held by each such holderRepresentative for a particular beneficial owner. (ii) The Election Form shall be mailed on the same date as the date on which the Proxy Statement is mailed to all holders of record of shares of FMS Common Stock as of the record date of the FMS Meeting. Thereafter FMS and Bancorp shall each use its reasonable and diligent efforts to mail the Election Form to all persons who become record holders of shares of FMS Common Stock during the period between the record date for the Stockholders' Meeting and 5:00 p.m., Eastern Time, on the day five (5) business days prior to the date of the FMS Meeting. In order to be effective, an Election Form must be received by the Exchange Agent (as defined below), on or before 5:00 p.m., Eastern Time, on the business day prior to the FMS Meeting (the "Election Deadline"). An Election will election shall have been properly made only if the Exchange Agent shall have actually received a properly completed and signed Election Form of Election (x) is received by the Company prior Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates theretofore representing FMS Common Stock ("Certificate(s)") (or customary affidavits and, if required by Bancorp pursuant to Section 2.6(a), indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of FMS Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. Subject to the date terms of this Agreement and time the Election Form, the Exchange Agent shall have reasonable discretion to determine wither any election has been properly or timely made and to disregard immaterial defects in any Election Form, and any good faith decisions of the special meeting of warrantholders being held to approve Amendment NoExchange Agent regarding such matters shall be binding and conclusive. 1 to this Agreement (such date, All elections will be revocable unit the “Election Date” Deadline and such meeting, the “Special Meeting”) or (y) is delivered to the Company at the Special Meetingthereafter shall be irrevocable. (iii) Any Offering Warrant Each Election Form shall entitle the holder may at any time of shares of FMS Common Stock (or the beneficial owner through appropriate and customary documentation and instructions) to (i) elect to receive the Cash Consideration for all of such holder's shares (a "Cash Election"); ( i i) elect to receive the Stock Consideration for all of such holder's shares (a "Stock Election"), (iii) elect to receive the Cash Consideration with respect to some of such holder's shares and the Stock Consideration with respect to such holder's remaining shares (a "Mixed Election"), or (iv) make no election or indicate that such holder has no preference as to the receipt of the Cash Consideration or the Stock Consideration (a "Non-Election"). Shares of FMS Common Stock as to which a valid Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as "Cash Election Shares." The aggregate number of shares of FMS Common Stock as to which a valid Cash Election is made is referred to herein as the "Cash Election Number." Shares of FMS Common Stock as to which a valid Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as "Stock Election Shares." The aggregate number of shares of ▇▇▇ ▇▇▇▇▇▇ Stock as to which a valid Stock Election is made is referred to herein as the "Stock Election Number." Shares of FMS Common Stock as to which a Non-Election is deemed in effect are referred to as "Non-Election Shares." All shares of FMS Common Stock of a holder whose properly completed Election Form is not received by the Exchange Agent prior to the Election Date change such holder’s Election if the Company receives (x) prior to the Election Date written notice of such change accompanied by a properly completed Form of Election or (y) at the Special Meeting a new, properly completed Form of Election. The Company will have the right in its sole discretion to permit changes in Elections after the Election Date. (iv) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option Deadline shall be deemed to be Non-Election Shares. If the Exchange Agent shall have elected the Cash Option. (v) The Company will have the right to make rulesdetermined that any purported election was not properly made, not inconsistent with the terms of this Agreement or the Equity Purchase Agreement, governing the validity of Forms of Election, the manner and extent to which Elections are such purported election shall be deemed to be taken into account in making the determinations prescribed by this section of no force and effect and the manner shares of payment of any Cash ConsiderationFMS Common Stock subject to such purported election shall for purposes hereof be deemed to be Non-Election Shares.

Election Procedures. Election forms and other appropriate and customary transmittal materials (iwhich shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofor representing shares of Cornerstone Common Stock (“Certificates”) The Company will prepareand any non-certificated shares of Cornerstone Common Stock (“Book Entry Shares”) shall pass, for use only upon proper delivery of such Certificates or Book Entry Shares to an exchange agent designated by the holders of the Offering Warrants, a form Summit (the “Form of ElectionExchange Agent”)) and acceptable to Cornerstone in its reasonable discretion, in such form as Summit and Cornerstone shall mutually agree (“Election Forms”) pursuant shall be mailed at least twenty-five (25) days prior to which the anticipated Closing Date (the “Mailing Date”) to each holder of Offering Warrants may make an record of Cornerstone Common Stock as of five (5) Business Days prior to the Mailing Date (“Election between the Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holderForm Record Date”). (iia) An Each Election will Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), subject to the allocation procedures of Section 2.2(e), to make a Cash Election, a Stock Election or no election with respect to each of such holder’s shares of Cornerstone Common Stock. Any Cornerstone Common Stock with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent an effective, properly completed Election Form on or before 5:00 p.m., Eastern time, on the twentieth (20th) day following the Mailing Date (or such other time and date as Summit and Cornerstone may mutually agree) (the “Election Deadline”) shall also be deemed to be No Election Shares. (b) Summit shall make available an Election Form to all persons who become holders (or beneficial owners) of Cornerstone Common Stock between the Election Form Record Date and close of business on the Business Day prior to the Election Deadline, and Cornerstone shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. Cornerstone 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 and signed Election Form of Election (x) is received by the Company prior to 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 date and time loss or destruction of such Certificates or the special meeting guaranteed delivery of warrantholders being held to approve Amendment No. 1 to this Agreement (such date, the “Election Date” and such meeting, the “Special Meeting”Certificates) or (y) is delivered to Book Entry Shares representing all shares of Cornerstone Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Company Election Form. Any Election Form may be revoked or changed by the person submitting such Election Form at the Special Meeting. (iii) Any Offering Warrant holder may at any time or prior to the Election Date change Deadline. Following the Election Deadline, an Election Form may not be revoked or changed by the person submitting such holder’s Election if Form. In the Company receives (x) event an Election Form is revoked prior to the Election Date written notice Deadline, the shares of Cornerstone Common Stock represented by such change accompanied by a properly completed Election Form of shall become No Election Shares and Summit shall cause the Certificates or (y) at Book Entry Shares to be promptly returned without charge to the Special Meeting a new, properly completed Form of Election. The Company will have the right in its sole discretion to permit changes in Elections after person submitting the Election Date. (iv) All holders of Offering Warrants Form upon written request to that do not make a valid effect from the person who submitted the Election for any Adjustment Option shall be deemed Form. Subject to have elected the Cash Option. (v) The Company will have the right to make rules, not inconsistent with 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 binding and conclusive. Neither Summit nor the Exchange Agent shall be under any obligation to notify any person of any defect in 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 Cornerstone Common Stock of rights to receive the Stock Consideration or the Equity Purchase 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, governing the validity total number of Forms shares of Election, the manner and extent to which Elections are Cornerstone Common Stock to be taken converted into account in making the determinations prescribed right to receive the Stock Consideration pursuant to Section 2.1 shall be that number equal to the product (rounded up to the nearest whole number) of (i) 0.50 multiplied by this section and (ii) the manner number of payment outstanding shares of any Cornerstone Common Stock (the “Stock Conversion Number”). All other shares of Cornerstone Common Stock shall be converted into the Cash Consideration.

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 2, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.2 (an “Election”) the number (and identification) of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make (i) The Company will preparea Stock Election or (ii) a Cash Election; provided, for use by the holders of the Offering Warrantshowever, a Holder may make a Cash Election and/or Stock Election with regard to some of such Holder's shares of Company Common Stock and not make either election with regard to the balance of such shares. (b) The Parent shall prepare a form reasonably acceptable to the Company (the “Form of Election”) pursuant which shall be mailed to which each holder of Offering Warrants may the Company's shareholders entitled to vote at the Company Shareholders Meeting so as to permit the Company's shareholders to exercise their right to make an Election between prior to the Cash Option Election Deadline and to surrender their certificates in exchange for the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holderMerger Consideration. (iic) An The Parent shall make the Form of Election will initially available at the time that the Proxy Statement (as defined herein) is made available to the shareholders of the Company, to such shareholders, and shall use commercially reasonable efforts to make available as promptly as possible a Form of Election to any shareholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. In no event shall the Form of Election initially be made available less than twenty days prior to the Election Deadline. (d) Any Election shall have been made properly made only if 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, two Business Days (as defined herein) prior to the Company Shareholders Meeting (the “Election Deadline”), a Form of Election properly completed and signed and accompanied by certificates for the shares of Company Common Stock (the “Certificates”) to which such Form of Election (x) is received relates or by a customary guarantee of delivery of such 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 Company prior to the date and time of the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (United States; provided, that such date, the “Election Date” and such meeting, the “Special Meeting”) or (y) is Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Common Stock covered by a guarantee of delivery within the time set forth in such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by the Parent, in its sole discretion. The Company and the 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, and at least five Business Days before, the Special MeetingElection Deadline. (iiie) Any Offering Warrant holder may Holder may, at any time prior to the Election Date Deadline, change such holder’s his, her or its Election if by written notice received by the Company receives (x) Exchange Agent prior to the Election Date written notice of such change Deadline accompanied by a properly completed Form of Election or (y) at the Special Meeting a newand signed, properly completed revised Form of Election. The Company will have If the right Parent shall determine in its sole reasonable discretion that any Election is not properly made with respect to permit changes in Elections after the any shares of Company Common Stock, such Election Date. (iv) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option shall be deemed to have elected be not in effect, and the Cash Optionshares of Company Common Stock covered by such Election shall be deemed to be Non-Election Shares, unless a proper Election is thereafter timely made. (vf) 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 terminated in accordance with Article 7. The Company will Parent shall have the right to make rulesall determinations, not inconsistent with the terms of this Agreement or the Equity Purchase Agreement, governing (i) the validity of the Forms of Election, Election and compliance by any Holder with the Election procedures in this Article 2 and (ii) the manner and extent to which Elections are to be taken into in to account in making the determinations determination prescribed by this section Section 2.3; provided, however, the Parent shall promptly notify in writing any Company shareholder if the Parent determines that such shareholder's Form of Election is invalid and shall include in such notice the manner of payment of any Cash Considerationreasons for such determination.

Election Procedures. (ia) The Promptly after the execution of this Agreement, Parent shall designate and appoint a bank or trust company reasonably acceptable to the Company will prepare, to act as exchange agent hereunder (the “Exchange Agent”) for use by the holders purpose of exchanging Certificates. (b) Parent shall prepare and file as an exhibit to the Offering Warrants, Parent Registration Statement (as hereinafter defined) a form of election, and other appropriate and customary transmittal materials, in such form and containing such provisions as Parent and the Company shall mutually agree (collectively, the “Form of Election”) pursuant to which each holder of Offering Warrants may make an Election between the Cash Option and the Earn-Out Share Option). In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holder. (ii) An Election will have been properly made only if a properly completed and signed The Form of Election (x) is received by the Company prior to the date and time of the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (such dateshall permit each Person who, the “Election Date” and such meeting, the “Special Meeting”) at or (y) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time prior to the Election Date change Deadline (as defined below), is a record holder (or, in the case of nominee record holders, the beneficial owner, through proper instructions and documentation) of any share of Company Common Stock (other than Excluded Shares) to specify (i) the number of such holder’s shares of Company Common Stock with respect to which such holder makes a Cash Election if and/or (ii) the number of such holder’s shares of Company receives (x) prior Common Stock with respect to which such holder makes a Stock Election. The Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Election Date written notice Certificates shall pass, only upon proper delivery of such change accompanied by a properly the completed Form of Election or (y) at and any Certificates to the Special Meeting a new, properly completed Form of ElectionExchange Agent. The Company will have shall mail the right in its sole discretion Form of Election to permit changes in Elections after all Persons who are record holders of shares of Company Common Stock as of the record date for the Company Shareholder Meeting and shall use commercially reasonable efforts to make the Form of Election available to all Persons who become holders of shares of Company Common Stock during the period between the record date for the Company Shareholder Meeting and the Election Date. (iv) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option shall be deemed to have elected the Cash Option. (v) The Company will have the right to make rules, not inconsistent with the terms of Deadline. As used in this Agreement or the Equity Purchase Agreement, governing “Election Deadline” means 5:00 p.m., Eastern time, on the validity of Forms of Election, date that is two (2) Business Days immediately preceding the manner and extent to which Elections are to be taken into account in making Closing Date (or on such other date as the determinations prescribed by this section and the manner of payment of any Cash Considerationparties hereto mutually agree).

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of such Certificates to a bank or trust company designated by 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 30 days prior to the anticipated Effective Time or on such earlier date as Parent and the Company shall mutually agree (the "Mailing Date") to each holder of record of Company Common Stock as of five business days prior to the Mailing Date ("Election Form Record Date"); provided, however, that the Mailing Date shall not occur prior to the receipt of the shareholder approval contemplated by Section 8.1(a) hereof. Each Election Form shall permit a holder (or the beneficial owner through appropriate and customary documentation and instructions) of outstanding Company Common Stock to elect, subject to provisions of this Section 1.5, to receive, on a per share basis, with respect to such holder's Company Common Stock (i) The Company will prepare, for use by the holders of the Offering Warrants, a form cash (the “Form of Election”) pursuant shares as to which each holder of Offering Warrants may make an such election is made, the "Cash Election between the Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holder. Shares") or (ii) Parent Common Stock (shares as to which such election is made, the "Stock Election Shares"). Notwithstanding the foregoing, no holder of Company Common Stock may elect to receive Parent Common Stock pursuant to the election procedures provided herein with respect to fewer than 50 shares of Company Common Stock. To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City time, on the 20th day following the Mailing Date (or such other time and date as Parent and the Company may mutually agree) (the "Election Deadline") ; provided, however, that the Election Deadline may not occur on or after the Closing Date (as defined in Section 10.1 hereof). Parent shall make available up to two separate Election Forms, 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 close of business on the business day prior to the Election Deadline. The Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An Election will election shall have been properly made only if the Exchange Agent shall have actually received a properly completed and signed Election Form of Election (x) is received 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 Company prior to Common Stock covered by such Election Form, together with duly executed transmittal materials included with the date and time of the special meeting of warrantholders being held to approve Amendment NoElection Form. 1 to this Agreement If a stockholder either (such datei) does not submit a properly completed Election Form in a timely fashion, the “Election Date” and such meeting, the “Special Meeting”) or (yii) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time revokes its Election Form prior to the Election Date change Deadline, the shares of Company Common Stock held by such holder’s stockholder shall be designated "No Election if Shares." Parent shall cause the Company receives Certificates described in clause (xii) prior of the preceding sentence to be promptly returned without charge to the Election Date written notice of such change accompanied by a properly completed Form of Election or (y) at the Special Meeting a new, properly completed Form of Election. The Company will have the right in its sole discretion to permit changes in Elections after person submitting the Election Date. (iv) All holders of Offering Warrants Form upon written request to that do not make a valid effect from the person who submitted the Election for any Adjustment Option shall be deemed Form. Subject to have elected the Cash Option. (v) The Company will have the right to make rules, not inconsistent with the terms of this Agreement or and of the Equity Purchase Agreement, governing the validity of Forms of ElectionElection Form, the manner Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and extent to which Elections are disregard immaterial defects in any Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. Neither Parent nor the Exchange Agent shall be under any obligation to be taken into account in making the determinations prescribed by this section and the manner of payment notify any person of any defect in an Election Form. (b) The "Cash Election Amount" shall be equal to the Per Share Consideration multiplied by the total number of Cash Election Shares. Within five business days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, Parent shall cause the Exchange Agent to effect the allocation among the holders of Company Common Stock of rights to receive Parent Common Stock or cash in the Merger in accordance with the Election Forms as follows: (i) If the Aggregate Cash Consideration is greater than the Cash Election Amount, then (A) all Cash Election Shares shall be converted into the right to receive an amount of cash equal to the Per Share Consideration, (B) the Exchange Agent will select, on a pro rata basis, first from among the holders of No Election Shares and then, if necessary, from among the holders of Stock Election Shares, a sufficient number of such shares ("Cash Designee Shares") such that the sum of Cash Designee Shares and Cash Election Shares multiplied by the Per Share Consideration equals as closely as practicable the Aggregate Cash Consideration (the Cash Designee Shares shall be converted into the right to receive an amount of cash equal to the Per Share Consideration), and (C) any Stock Election Shares and any No Election Shares, in each case, not so selected as Cash Designee Shares shall be converted into the right to receive Parent Common Stock at the Final Exchange Ratio.

Election Procedures. Each holder of record of shares of Company Common Stock and Company Restricted Stock Awards to be converted into the right to receive the Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.1(a) (a “Holder”) shall have the right, subject to the limitations set forth in this Article 2 and except as otherwise may be agreed by such H▇▇▇▇▇ and Parent, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.5 (herein called an “Election”) (i) The the number of shares of Company will prepare, for use Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the holders number of the Offering Warrants, shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Parent and reasonably acceptable to Company (the “Form of Election”) pursuant ), so as to which each holder of Offering Warrants may permit Holders to exercise their right to make an Election between the Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option and shall make such form available to Company for all Offering Warrants held by such holderreview not less than five (5) business days prior to its first distribution to Holders. (c) Parent (i) shall initially make available and mail the Form of Election not less than twenty (20) business days prior to the anticipated Election Deadline (as defined herein) to Holders of record as of the business day prior to such mailing date, and (ii) An following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election will to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly made 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 any Old Certificates representing all certificated shares to which such Form of Election (x) is received relates or by the Company prior to the date and time an appropriate customary guarantee of the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (such date, the “Election Date” and such meeting, the “Special Meeting”) or (y) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time prior to the Election Date change such holder’s Election if the Company receives (x) prior to the Election Date written notice delivery of such change accompanied by a properly completed Form of Election or (y) at the Special Meeting a newOld Certificates, properly completed 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. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to two (2) business days preceding the closing date of the Merger. The Company will have parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the right in its sole discretion to permit changes in Elections after date of the Election Date. Deadline not more than fifteen (iv15) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option shall be deemed to have elected the Cash Option. business days prior to, and at least five (v5) The Company will have the right to make rules, not inconsistent with the terms of this Agreement or the Equity Purchase Agreement, governing the validity of Forms of Electionbusiness days prior to, the manner and extent to which Elections are to be taken into account in making the determinations prescribed by this section and the manner of payment of any Cash ConsiderationElection Deadline.

Election Procedures. (a) Not less than thirty (30) days prior to the anticipated Effective Time or on such other date as Parent and the Company mutually agree in writing (the “Mailing Date”), the Company shall cause to be mailed an election form and other appropriate and customary transmittal materials, in such form as the Company shall reasonably specify and as shall be reasonably acceptable to Parent (the “Election Form”), to each record holder of Company Common Stock (other than shares held in the treasury of the Company or owned by Parent, Merger Sub Inc., Merger Sub LLC or any other wholly-owned Subsidiary of Parent) as of a date that is five (5) Business Days prior to the Mailing Date or such other date as mutually agreed to in writing by Parent and the Company. (b) Each Election Form shall permit the holder (or the beneficial owner through customary documentation and instructions) of Company Common Stock to specify (i) The the number of shares of Company will prepareCommon Stock with respect to which such holder elects to receive the Mixed Consideration, for use by (ii) the holders number of shares of Company Common Stock with respect to which such holder elects to receive the Offering WarrantsStock Consideration, (iii) the number of shares of Company Common Stock with respect to which such holder elects to receive the Cash Consideration or (iv) that such holder makes no election with respect to such holder’s shares of Company Common Stock. Any shares of Company Common Stock with respect to which the Exchange Agent does not receive a form properly completed Election Form during the period (the “Form of ElectionElection Period”) pursuant from the Mailing Date to which each holder of Offering Warrants may make an Election between 5:00 p.m., Central Time, on the Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holder. Business Day that is five (ii5) An Election will have been properly made only if a properly completed and signed Form of Election (x) is received by the Company Business Days prior to the Closing Date or such other date as Parent and time of the special meeting of warrantholders being held Company shall, prior to approve Amendment No. 1 to this Agreement the Closing, mutually agree in writing (such date, the “Election Date” and such meeting, the “Special MeetingDeadline”) or (y) is delivered shall be deemed to be No Election Shares. Parent and the Company shall publicly announce the anticipated Election Deadline at the Special Meeting. least five (iii5) Any Offering Warrant holder may at any time Business Days prior to the Election Deadline. If the Closing Date change such holder’s is delayed to a subsequent date, the Election if Deadline shall be similarly delayed to a subsequent date, and Parent and the Company receives (x) prior shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. For the purposes of this Agreement, “No Election Share” means each share of Company Common Stock for which no election to the Election Date written notice of such change accompanied by a receive Mixed Consideration, Cash Consideration or Stock Consideration has been properly completed Form of Election or (y) at the Special Meeting a new, properly completed Form of Election. The Company will have the right made in its sole discretion to permit changes in Elections after the Election Date. (iv) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option shall be deemed to have elected the Cash Option. (v) The Company will have the right to make rules, not inconsistent accordance with the terms of this Agreement Section 2.2 or for which such election has been properly revoked in accordance with the Equity Purchase Agreement, governing the validity terms of Forms of Election, the manner and extent to which Elections are to be taken into account in making the determinations prescribed by this section and the manner of payment of any Cash ConsiderationSection 2.2.

Election Procedures. (i) The Subject to allocation and proration in accordance with the provisions of this Section 1.5, each record holder of shares of Company will prepareCommon Stock issued and outstanding immediately prior to the Election Deadline (A) may specify in a request made in accordance with the provisions of this Section 1.5(b) (1) the number of shares of Company Common Stock owned by such holder with respect to which such holder desires to make a 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 Stock Election or (B) may indicate that such holder has no preference as to the receipt of Per Share Cash Consideration or Per Share Stock Consideration for such shares of Company Common Stock (a “Non-Election”). Shares of Company Common Stock in respect of which a Non-Election is made (“Non-Election Shares”) shall be deemed by Parent, for use 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 Cash Elections or Stock Elections have been made. (ii) Elections pursuant to Section 1.5(b)(i) shall be made on a form and with such other provisions to be reasonably agreed upon by the holders of the Offering Warrants, Company and Parent (a form (the “Form of Election”) pursuant to be provided by the Exchange Agent for that purpose to holders of record of shares of Company Common Stock, together with appropriate transmittal materials, at the time of mailing to holders of record of shares of Company Common Stock of the Offer Documents. Elections shall be made by mailing to the Exchange Agent a duly completed Form of Election. To be effective, a Form of Election must be (x) properly completed, signed and submitted to the Exchange Agent at its designated office, by 5:00 p.m., on the Acceptance Date, (which each holder date shall be publicly announced by Parent as soon as reasonably practicable but in no event less than five trading days prior to the Acceptance Date (the “Election Deadline”). The Company shall use its commercially reasonable efforts to make a Form of Offering Warrants may make an Election available to all persons who become holders of record of shares of Company Common Stock between the Cash Option date of mailing described in the first sentence of this Section 1.5(b)(ii) and the Earn-Out Share OptionElection Deadline. In making an ElectionParent shall determine, each holder in its reasonable discretion, which authority it may delegate in whole or in part to the Exchange Agent, whether Forms of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holder. (ii) An Election will have been properly made only if completed, signed and submitted or revoked. Neither Parent nor the Exchange Agent will be under any obligation to notify any person of any defect in a properly completed and signed Form of Election (x) is received by submitted to the 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 date and time of the special meeting of warrantholders being held Election Deadline shall be deemed to approve Amendment No. 1 to this Agreement (such date, the “Election Date” and such meeting, the “Special Meeting”) or (y) is delivered to the Company at the Special Meetinghave made a Non-Election. (iii) Any Offering Warrant holder An election may at be revoked with respect to any time shares of Company Common Stock, but only by written notice received by the Exchange Agent prior to the Election Date change Deadline. Upon any such holder’s Election if the Company receives (x) prior to the Election Date written notice of such change accompanied by revocation, unless a properly duly completed Form of Election or (y) at the Special Meeting a newis thereafter submitted in accordance with Section 1.5(b)(i), properly completed Form such shares of Election. The Company will have the right in its sole discretion to permit changes in Elections after the Common Stock shall be Non-Election DateShares. (iv) All holders In the event that the aggregate number of Offering Warrants that do not make a valid 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 any Adjustment Option 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 have elected the other Stock Election Shares, shall equal as closely as reasonably practicable the Stock Election Number, and all such Excess Cash OptionElection 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) The Company will have In the right 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 make rulesthe 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 inconsistent with deemed converted into Cash Election Shares pursuant to 3 above shall be exchanged for Per Share Stock Consideration. (vi) In the terms event that neither clause (iv) nor clause (v) of this Agreement or 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 Equity Purchase Agreementtotal number of Stock Election Shares equals the Stock Election Number and any remaining Non-Election Shares shall be deemed converted into Cash Election Shares, governing the validity of Forms of Electionand (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, the manner and extent to (y) all Stock Election Shares and all Non-Election Shares which Elections are to deemed converted into Stock Election Shares shall be taken into account exchanged for Per Share Stock Consideration. (vii) The Exchange Agent, in making the determinations prescribed by this section consultation with Parent and the manner of payment of any Cash ConsiderationCompany, shall make all computations to give effect to this Section 1.5(b).

Election Procedures. Each holder of record of shares of Company Common Stock and Company Restricted Stock Awards to be converted into the right to receive the Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 1.05(a) (a “Holder”) shall have the right, subject to the limitations set forth in this Article 2 and except as otherwise may be agreed by such holder and Parent, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.02 (herein called an “Election”) (i) The the number of shares of Company will prepare, for use Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Stock Election and (ii) the holders number of the Offering Warrants, shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Parent and reasonably acceptable to Company (the “Form of Election”) pursuant ), so as to which each holder of Offering Warrants may permit Holders to exercise their right to make an Election between the Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option and shall make such form available to Company for all Offering Warrants held by such holderreview not less than five (5) business days prior to its first distribution to Holders. (c) Parent (i) shall initially make available and mail the Form of Election not less than twenty (20) business days prior to the anticipated Election Deadline to Holders of record as of the business day prior to such mailing date, and (ii) An following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election will to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly made 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 any Old Certificates representing all certificated shares to which such Form of Election (x) is received relates or by the Company prior to the date and time an appropriate customary guarantee of the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (such date, the “Election Date” and such meeting, the “Special Meeting”) or (y) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time prior to the Election Date change such holder’s Election if the Company receives (x) prior to the Election Date written notice delivery of such change accompanied by a properly completed Form of Election or (y) at the Special Meeting a newOld Certificates, properly completed 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. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to two (2) business days preceding the Closing Date. The Company will have parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the right in its sole discretion to permit changes in Elections after date of the Election Date. Deadline not more than fifteen (iv15) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option shall be deemed to have elected the Cash Option. business days before, and at least five (v5) The Company will have the right to make rules, not inconsistent with the terms of this Agreement or the Equity Purchase Agreement, governing the validity of Forms of Electionbusiness days prior to, the manner and extent to which Elections are to be taken into account in making the determinations prescribed by this section and the manner of payment of any Cash ConsiderationElection Deadline.

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, Section 3.1 and this Section 3.2 (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: (i) The Each Holder may specify in a request made in accordance with the provisions of this Section 3.2(a) (herein called an “Election”) (A) the number of shares of Company will prepare, for use Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and (B) the holders number of the Offering Warrants, 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”) pursuant ), so as to which each holder of Offering Warrants may permit Holders to exercise their right to make an Election between the Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holder. (ii) An Election will have been properly made only if a properly completed and signed Form of Election (x) is received by the Company prior to the date and time of the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (such date, the “Election Date” and such meeting, the “Special Meeting”) or (y) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at Parent and the Company (A) shall initially make available and mail the Form of Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the fifth (5th) Business Day prior to such mailing date, and (B) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any time shareholder who requests such Form of Election prior to the Election Date change Deadline. The time period between such holder’s mailing date and the Election Deadline is referred to herein as the “Election Period.” (iv) 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 executed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such 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. As used herein, unless otherwise agreed in advance by the Parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date that is five (5) Business Days prior to Parent’s good faith estimate of the Closing Date or such other date as may be mutually agreed to by the Parties. The Company receives and Parent shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline at least three (x3) Business Days prior to the Election Date written notice of such change accompanied by a properly completed Form of Election or (y) at the Special Meeting a new, properly completed Form of Election. The Company will have the right in its sole discretion to permit changes in Elections after the Election DateDeadline. (iv) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option shall be deemed to have elected the Cash Option. (v) The Company will have the right to make rules, not inconsistent with the terms of this Agreement or the Equity Purchase Agreement, governing the validity of Forms of Election, the manner and extent to which Elections are to be taken into account in making the determinations prescribed by this section and the manner of payment of any Cash Consideration.

Election Procedures. (i) The Company will prepare, for use by the holders of the Offering Warrants, Any Merger Cash Election or Merger Stock Election shall be made on a form furnished by Parent for that purpose (the a “Merger Form of Election”) pursuant ), which form may be part of the letter of election and transmittal delivered to former holders of shares of Company Common Stock promptly following the Effective Time. Holders of record who hold shares of Company Common Stock as nominees, trustees or in other representative capacities may submit multiple Merger Form of Election on behalf of their respective beneficial holders. To be effective, a Merger Form of Election must be properly completed, signed and submitted to the Exchange Agent at its designated office, within 45 calendar days after the Closing Date (the “Merger Election Deadline”). Parent shall determine, in its reasonable discretion, which each authority it may delegate in whole or in part to the Exchange Agent, whether Merger Forms of Election have been properly completed, signed and submitted or revoked. Neither Parent nor the Exchange Agent will be under any obligation to notify any person of any defect in a Merger Form of Election submitted to the Exchange Agent. A holder of Offering Warrants may make shares of Company Common Stock that does not submit an effective Merger Form of Election between prior to the Cash Option and the EarnMerger Election Deadline shall be deemed to have made a Merger Non-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holder. (ii) An Election will have been properly made only if a properly completed Subject to allocation and signed Form proration in accordance with the provisions of Election this Section 2.5, each record holder of shares of Company Common Stock (xother than Excluded Shares and Dissenting Shares) is received by the Company issued and outstanding immediately prior to the date 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 time (2) the number of the special meeting shares of warrantholders being held Company Common Stock owned by such Holder with respect to approve Amendment No. 1 which such Holder desires to this Agreement (such date, the “make a Merger Stock Election Date” and such meeting, the “Special Meeting”) or (yB) may indicate that such holder is delivered 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 the Section 2.5(c)(iii)-(v), to be, in whole or in part, shares of Company at the Special MeetingCommon Stock in respect of which Merger Cash Elections or Merger Stock Elections have been made. (iii) Any Offering Warrant 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 may at any time prior 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 Date change Shares, shall equal as closely as reasonably practicable the Merger Stock Election Number, and all such holder’s Excess Merger Cash Election if the Company receives (x) prior to the Election Date written notice of such change accompanied by a properly completed Form of Election or (y) at the Special Meeting a new, properly completed Form of Election. The Company will have Shares so converted shall be converted into the right in its sole discretion to permit changes in Elections after 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 Election Dateright to receive Per Share Cash Consideration. (iv) All holders In the event that the aggregate number of Offering Warrants that do not make a valid Merger Stock Election for any Adjustment Option 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 have elected 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 OptionElection 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) The Company will 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 make rulesreceive Per Share Cash Consideration, not inconsistent with the terms and (y) all Merger Stock Election Shares and all Merger Non-Election Shares in respect of this Agreement or the Equity Purchase Agreement, governing the validity of Forms of Election, the manner and extent to which Merger Stock Elections are deemed to have been made shall be taken converted into account the right to receive Per Share Stock Consideration. (vi) The Exchange Agent, in making the determinations prescribed by this section consultation with Parent and the manner of payment of any Cash ConsiderationCompany, shall make all computations to give effect to this Section 2.5.

Election Procedures. (i) The An election form (“Election Form”), together with the other transmittal materials described in Section 2.2(a), shall be mailed as soon as reasonably practicable after the Effective Time (provided that it need not be sent until the Requisite Regulatory Approvals (as defined in Section 7.1(c)) have been obtained) to each holder of CVBG Common Stock of record at the Effective Time. Such date of mailing shall be referred to hereinafter as the “Mailing Date.” Illinois Stock Transfer Company will prepare, for use by the holders of the Offering Warrants, a form act as agent (the “Form of ElectionExchange Agent”) pursuant for purposes of conducting the election procedure and the exchange and payment procedures as described in this Section 1.5. Each Election Form shall permit a holder (or the beneficial owner through appropriate and customary documentation and instruction) of CVBG Common Stock to elect to receive the Per Share Cash Consideration with respect to all or any of such holder’s CVBG Common Stock (shares as to which each holder the election is made, “Cash Election Shares”). The “Cash Election Amount” shall be equal to the Per Share Cash Consideration multiplied by the total number of Offering Warrants may make an Cash Election between Shares. All shares of CVBG Common Stock other than the Cash Option Election Shares and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect No Election Shares (as defined below) shall be referred to herein as the same Adjustment Option for all Offering Warrants held by such holder“Stock Election Shares.” (ii) An Any share of CVBG Common Stock with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent an effective, properly completed Election Form on or before a date after the Closing Date to be agreed upon by the parties hereto (which date will be set forth on the Election Form), but in any event not earlier than 15 days after the Mailing Date (such deadline, the “Election Deadline”), shall be converted either into the Per Share Stock Consideration or the Per Share Cash Consideration as set forth in Section 1.5(b). (iii) Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed and signed Election Form of Election (x) is received by the Company prior to 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 date and time loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all CVBG Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. Any Election Form may be revoked or changed by the person submitting such Election Form (or the beneficial owner of the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (shares covered by such date, the “Election Date” Form through appropriate and such meeting, the “Special Meeting”customary documentation and instruction) at or (y) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time prior to the Election Date change such holder’s Deadline. In the event an Election if the Company receives (x) Form is revoked prior to the Election Date written notice Deadline and no other valid election is made, the shares of CVBG Common Stock represented by such change accompanied by a properly completed Election Form of Election or (y) at the Special Meeting a new, properly completed Form of Election. The Company will have the right in its sole discretion to permit changes in Elections after the Election Date. (iv) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option shall be deemed No Election Shares. Subject to have elected the Cash Option. (v) The Company will have the right to make rules, not inconsistent with the terms of this Agreement or and of the Equity Purchase Agreement, governing the validity of Forms of ElectionElection Form, the manner Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and extent to which Elections are disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. Neither GCBS nor the Exchange Agent shall be under any obligation to be taken into account in making the determinations prescribed by this section and the manner of payment notify any person of any Cash Considerationdefect in an Election Form.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock or Company OpCo Units, as applicable, shall pass, only upon proper delivery of such Certificates to the Exchange Agent) in such form as the Company shall reasonably specify and as shall be reasonably acceptable to Parent (the “Election Form”) shall be mailed no less than 30 days prior to the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) to each holder of record of Company Common Stock and Company OpCo Units as of the close of business on the third business day prior to the Mailing Date or such other date as mutually agreed to by Parent and the Company (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (i) The the number of shares of such holder’s Company will prepareClass A Common Stock or Company OpCo Stapled Units, for use by as applicable, with respect to which such holder makes a Mixed Election; (ii) the number of shares of such holder’s Company Class A Common Stock or Company OpCo Stapled Units, as applicable, with respect to which such holder makes a Cash Election; and (iii) the number of shares of such holder’s Company Class A Common Stock or Company OpCo Stapled Units, as applicable, with respect to which such holder makes a Common Unit Election. Any shares of Company Class A Common Stock or Company OpCo Stapled Units with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the fifth business day prior to the anticipated Closing Date (or such other time and date as Parent and the Company shall agree) (the “Election Deadline”) (other than Cancelled Shares and Subsidiary Shares or any shares of Company Common Stock that 12 constitute Dissenting Shares at such time) shall be deemed to be “No Election Securities,” and the holders of the Offering Warrants, such No Election Securities shall be deemed to have made a form (the “Form of Election”) pursuant Common Unit Election with respect to which each holder of Offering Warrants may make an such No Election between the Cash Option Securities. Parent and the Earn-Out Share OptionCompany shall publicly announce the anticipated Election Deadline at least five business days prior to the Election Deadline. In making an ElectionIf the Closing Date is delayed to a subsequent date, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such holderdelay and, when determined, the rescheduled Election Deadline. (iic) An The Company shall make available one or more Election will Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Company Class A Common Stock or Company OpCo Stapled Units between the Election Form Record Date and the close of business on the business day prior to the Election Deadline, and the Parties shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any election made pursuant to this Section 2.7 shall have been properly made only if the Exchange Agent shall have actually received a properly completed and signed Election Form of Election (x) is received by the Election Deadline. After a Mixed Election, Cash Election or a Common Unit Election is validly made with respect to any shares of Company prior to the date and time Class A Common Stock or Company OpCo Stapled Units, any subsequent transfer of the special meeting such shares of warrantholders being held to approve Amendment No. 1 to this Agreement Company Class A Common Stock or Company OpCo Stapled Units, as applicable, shall (such date, the “Election Date” and such meeting, the “Special Meeting”) or (y) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time prior to the Election Date change such holder’s Election if the Company receives (x1) prior to the Election Date Deadline, automatically revoke such election or (2) following the Election Deadline, not change the election made with respect to such shares of Company Class A Common Stock or Company OpCo Stapled Units as of the Election Deadline. Any Election Form may be revoked or changed by the person submitting such Election Form, by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company Class A Common Stock and Company OpCo Stapled Units represented by such Election Form shall become No Election Securities, except to the extent a subsequent election is properly made with respect to any or all of such change accompanied by a properly completed Form shares of Election Company Class A Common Stock or (y) at the Special Meeting a newCompany OpCo Stapled Units, properly completed Form of Election. The Company will have the right in its sole discretion as applicable, prior to permit changes in Elections after the Election Date. (iv) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option shall be deemed Deadline. Subject to have elected the Cash Option. (v) The Company will have the right to make rules, not inconsistent with the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good-faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company or the Equity Purchase Agreement, governing the validity of Forms of Election, the manner and extent Exchange Agent shall be under any obligation to which Elections are to be taken into account in making the determinations prescribed by this section and the manner of payment notify any person of any Cash Considerationdefect in an Election Form.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials in such form as Parent shall specify and as shall be reasonably acceptable to the Company (the “Election Form”) shall be mailed together with the Proxy Statement and the Form S-4 or at such other time as the Company and Parent may agree (the “Mailing Date”) to each holder of record of Company Common Shares as of the close of business on the record date for notice of the Stockholders Meeting (the “Election Form Record Date”) and to each holder of Company Purchase Rights as of the Mailing Date. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (i) The the number of such holder’s Company will prepareCommon Shares and Company Purchase Rights Shares with respect to which such holder elects to receive the Per Share Stock Election Consideration, for use by (ii) the holders number of such holder’s Company Common Shares and Company Purchase Rights Shares with respect to which such holder elects to receive the Offering WarrantsPer Share Cash Consideration, a form or (iii) that such holder makes no election with respect to such holder’s Company Common Shares and Company Purchase Rights Shares (the “No Election Shares”). Any Company Common Shares and Company Purchase Rights Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form of Electionon or before 5:00 p.m., New York time, on the twentieth Business Day following the Mailing Date (or such other time and date as Parent and the Company shall agree) (the “Election Deadline”) pursuant (other than any Company Common Shares and Company Purchase Rights Shares that constitute Dissenting Shares as of such time) shall also be deemed to which each holder of Offering Warrants may make an be No Election between the Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holderShares. (iic) An Parent shall make available one or more Election will Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Company Common Shares or Company Purchase Rights Shares between the Election Form Record Date and the close of business on the Business Day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed and signed Election Form of by the Election (x) is Deadline. Any Election Form may be revoked or changed by the Person submitting such Election Form, by written notice received by the Company prior to the date and time of the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (such date, the “Election Date” and such meeting, the “Special Meeting”) or (y) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time Exchange Agent prior to the Election Date change such holder’s Deadline. In the event an Election if the Company receives (x) Form is revoked prior to the Election Date written notice Deadline, the Company Common Shares and Company Purchase Rights Shares represented by such Election Form shall Table of Contents become No Election Shares, except to the extent (if any) a subsequent election is properly made with respect to any or all of such change accompanied by a properly completed Form of Election or (y) at the Special Meeting a new, properly completed Form of ElectionCompany Common Shares and Company Purchase Rights Shares. The Company will have the right in its sole discretion Subject to permit changes in Elections after the Election Date. (iv) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option shall be deemed to have elected the Cash Option. (v) The Company will have the right to make rules, not inconsistent with the terms of this Agreement or and of the Equity Purchase Agreement, governing the validity of Forms of ElectionElection Form, the manner Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and extent to which Elections are disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. With respect to be taken into account in making any Election Form received by the determinations prescribed by this section Escrow Agent no later than three (3) Business Days prior to the Election Deadline, the Company, and the manner of payment Exchange Agent shall exercise reasonable diligence to notify any Person of any Cash Considerationdefect in such Election Form, and each such Person shall be permitted to correct any such defect or defects in the Election Form prior to the Election Deadline.

Election Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Certificates or Book-Entry Shares to the Exchange Agent (as defined below)) in such form as Parent and the Company shall mutually agree (the “Election Form”) shall be mailed 35 days prior to the anticipated Effective Date or on such other date as the Company and Parent shall mutually agree (the “Mailing Date”) to each holder of record of Company Common Stock as of the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to specify (i) The the number of shares of such holder’s Company will prepareCommon Stock with respect to which such holder elects to receive the Per Share Stock Consideration (“Stock Election Shares”), for use by (ii) the holders number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Offering WarrantsPer Share Cash Consideration (“Cash Election Shares”), a form or (iii) that such holder makes no election with respect to such holder’s Company Common Stock (“No Election Shares”). Any Company Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., on the 33rd day following the Mailing Date (or such other time and date as Parent and the Company may mutually agree) (the “Form of ElectionElection Deadline”) pursuant shall also be deemed to which each holder be “No Election Shares.” (c) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Offering Warrants may make an Election Company Common Stock between the Cash Option Election Form Record Date and the Earn-Out Share Option. In making an Electionclose of business on the business day prior to the Election Deadline, each holder of Offering Warrants must elect and the same Adjustment Option Company shall provide to the Exchange Agent all information reasonably necessary for all Offering Warrants held by such holderit to perform as specified herein. (iid) An Election will Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed and signed Election Form of Election (x) is received by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates or evidence of Book-Entry Shares (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 prior to Common Stock covered by such Election Form, together with duly executed transmittal materials included in the date and time of Election Form. Any Election Form may be revoked or changed by the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (person submitting such date, the “Election Date” and such meeting, the “Special Meeting”) Form at or (y) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time prior to the Election Date change such holder’s Deadline. In the event an Election if the Company receives (x) Form is revoked prior to the Election Date written notice of such change accompanied by a properly completed Deadline and no new Election Form of Election or (y) at the Special Meeting a new, properly completed Form of Election. The Company will have the right in its sole discretion is subsequently submitted prior to permit changes in Elections after the Election Date. (iv) All holders Deadline, the shares of Offering Warrants Company Common Stock represented by such Election Form shall become No Election Shares and Parent shall cause the Certificates representing such Company Common Stock to be promptly returned without charge to the person submitting the Election Form upon written request to that do not make a valid effect from the holder who submitted the Election for any Adjustment Option shall be deemed Form. Subject to have elected the Cash Option. (v) The Company will have the right to make rules, not inconsistent with the terms of this Agreement or and of the Equity Purchase Agreement, governing the validity of Forms of ElectionElection Form, the manner Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and extent to which Elections are disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent as to such matters shall be taken into account in making binding and conclusive. Neither Parent nor the determinations prescribed by this section and the manner of payment Exchange Agent shall be under any obligation to notify any person of any Cash Considerationdefect in an Election Form. (e) Within ten business days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, Parent shall cause the Exchange Agent to effect the allocation among the holders of Company Common Stock of rights to receive Parent Common Stock or cash in the Merger in accordance with the Election Forms as follows:

Election Procedures. Each holder of record of shares of Seller Common Stock, Seller Restricted Stock Unit Awards, Exception Shares and Deemed Converted 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 1.6(a) and 2.1 (a “Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: Each Holder may specify in a request made in accordance with the provisions of this Section 2.2 (herein called an “Election”) (i) The Company will preparethe number of shares of Seller Common Stock, for use Seller Restricted Stock Unit Awards, Exception Shares and Deemed Converted Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and (ii) the holders number of the Offering Warrantsshares of Seller Common Stock, Seller Restricted Stock Unit Awards, Exception Shares and Deemed Converted Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. Parent shall prepare a form reasonably acceptable to Seller, including appropriate and customary transmittal materials in such form as prepared by Parent and reasonably acceptable to Seller (the “Form of Election”) pursuant ), so as to which each holder of Offering Warrants may permit Holders to exercise their right to make an Election between the Cash Option and the Earn-Out Share Option. In making an Election, each holder of Offering Warrants must elect the same Adjustment Option for all Offering Warrants held by such holder. (a) Parent (i) shall initially make available and mail the Form of Election not less than thirty (30) business days prior to the anticipated Election Deadline to Holders of record as of the business day prior to such mailing date, and (ii) An following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election will 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”. (b) Any Election shall have been made properly made 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 any Old Certificates representing all certificated shares to which such Form of Election (x) is received relates or by the Company prior to the date and time an appropriate customary guarantee of the special meeting of warrantholders being held to approve Amendment No. 1 to this Agreement (such date, the “Election Date” and such meeting, the “Special Meeting”) or (y) is delivered to the Company at the Special Meeting. (iii) Any Offering Warrant holder may at any time prior to the Election Date change such holder’s Election if the Company receives (x) prior to the Election Date written notice delivery of such change accompanied by a properly completed Form of Election or (y) at the Special Meeting a newOld Certificates, properly completed 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. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date that the parties shall agree is as near as practicable to two (2) business days preceding the Closing Date. The Company will have Parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the right in its sole discretion to permit changes in Elections after date of the Election Date. Deadline not more than twenty (iv20) All holders of Offering Warrants that do not make a valid Election for any Adjustment Option shall be deemed to have elected the Cash Option. business days before, and at least ten (v10) The Company will have the right to make rules, not inconsistent with the terms of this Agreement or the Equity Purchase Agreement, governing the validity of Forms of Electionbusiness days prior to, the manner and extent to which Elections are to be taken into account in making the determinations prescribed by this section and the manner of payment of any Cash ConsiderationElection Deadline.