Common use of Election Procedures Clause in Contracts

Election Procedures. (a) Subject to the allocation and election procedures set forth in this Section 2.2, each record holder (or beneficial owner through appropriate and customary documentation and instructions) immediately prior to the Effective Time of shares of Target Common Stock shall be entitled either (i) to elect to receive the Cash Consideration for each such share of Target Common Stock ("Cash Election Shares"), or (ii) to elect to receive the Stock Consideration for each such share of Target Common Stock ("Stock Election Shares"), or (iii) to indicate that such record holder has no preference as to the receipt of cash or Purchaser Common Shares for each such share of Target Common Stock ("Non-Election Shares"). All such elections shall be made on a form furnished by Purchaser for that purpose (a "Form of Election") and reasonably satisfactory to Target. If more than one Certificate shall be surrendered for the account of the same holder, the number of Purchaser Common Shares, if any, to be issued to such holder in exchange for the certificates representing the shares of Target Common Stock (the "Certificates") which have been surrendered shall be computed on the basis of the aggregate number of shares of Target Common Stock represented by all of the Certificates surrendered for the account of such holder. Holders of record of shares of Target Common Stock who hold such shares as nominees, trustees or in other representative capacities (each, a "Representative") may submit multiple Forms of Election, provided that such Representative certifies that each such Form of Election covers all shares of Target Common Stock held by such Representative for a particular beneficial owner. (b) Not later than the 25th business day prior to the anticipated Effective Date or such date as the parties agree in writing, Purchaser shall mail a Form of Election and a letter of transmittal to record holders of Target Common Stock as of the record date for the Target Stockholders Meeting (as defined below). Elections shall be made by holders of shares of Target Common Stock by delivering the Form of Election to Harris Trust and Savings Bank, or such other bank or trust compaxx xxxignated by Purchaser and who is reasonably satisfactory to Target (the "Exchange Agent"). To be effective, a Form of Election must be properly completed, signed and submitted to the Exchange Agent by 5:00 p.m. (New York City time) on the last business day prior to the date of the Target Stockholders Meeting (as defined below) or such other time and date as Purchaser and Target may mutually agree (the "Election Deadline"), and accompanied by (1)(x) the Certificates as to which the election is being made or (y) an appropriate guarantee of 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 Stock Certificates are in fact delivered to the Exchange Agent within three New York Stock Exchange ("NYSE") trading days after the date of execution of such guarantee of delivery (a "Guarantee of Delivery") and (2) a properly completed and signed letter of transmittal. Failure to deliver Certificates covered by any Guarantee of Delivery within three NYSE trading days after the date of execution of such Guarantee of Delivery shall be deemed to invalidate any otherwise properly made election. Purchaser will have the discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether Forms of Election have been properly completed, signed and submitted or revoked and to disregard immaterial defects in Forms of Election. The good faith decision of Purchaser (or the Exchange Agent) in such matters shall be conclusive and binding. Neither Purchaser nor the Exchange Agent will be under any obligation to notify any person of any defect in a Form of Election submitted to the Exchange Agent. The Exchange Agent shall also make all computations contemplated by Section 2.2(c) and all such computations shall be conclusive and binding on the Target Stockholders in the absence of manifest error. Any Form of Election may be changed or revoked prior to the Election Deadline. In the event a Form of Election is revoked prior to the Election Deadline, Pur- chaser shall, or shall cause the Exchange Agent to, cause the Certificates representing the shares of Target Common Stock covered by such Form of Election to be promptly returned without charge to the person submitting the Form of Election upon written request to that effect from such person. For purposes hereof, if a Target Stockholder does not submit a Form of Election which is received by the Exchange Agent prior to the Election Deadline (including a holder who submits and then revokes his or her Form of Election and does not resubmit a Form of Election which is timely received by the Exchange Agent), or if a Target Stockholder submits a Form of Election without the corresponding Certificates or a Guarantee of Delivery, then such Target Stockholder's shares of Target Common Stock shall be deemed to be Non-Election Shares. If any Form of Election is defective in any manner that the Exchange Agent cannot reasonably determine the election preference of the stockholder submitting such Form of Election, the purported election set forth therein shall be deemed to be of no force and effect and then such Target Stockholder's shares of Target Common Stock shall, for purposes hereof, be deemed to be Non-Election Shares. (c) Within five business days after the Election Deadline (the "Measurement Date"), the Exchange Agent shall effectuate the allocation among holders of Target Common Stock of rights to receive Purchaser Common Shares or cash in the Merger in accordance with the Forms of Election as follows: (i) If the number of Stock Election Shares is less than or equal to 3,846,154 (the "Stock Conversion Number"), then: (1) all Stock Election Shares will be converted into the right to receive Purchaser Common Shares, (2) the Exchange Agent will select first from among the Non-Election Shares by a random selection process as shall be mutually determined by Purchaser and Target as shall be further described in the Election Form, then (if necessary) will allocate pro rata from among the Cash Election Shares (provided that each holder of such Cash Election Shares holds 1,000 or more shares of Target Common Stock), and then (if necessary) will allocate pro rata from among the remaining Cash Election Shares, a sufficient number of such shares ("Stock Designated Shares") such that the number of Stock Designated Shares will, when added to the number of Stock Election Shares, equal as closely as practicable the Stock Conversion Number, and all Stock Designated Shares will be converted into the right to receive Purchaser Common Shares, and (3) the Cash Election Shares (subject to the provisions of Sections 2.1(e) and (f) with respect to any Dissenting Shares) and the Non-Election Shares which are not Stock Designated Shares will be converted into the right to receive cash; or (ii) If the number of Stock Election Shares is greater than the Stock Conversion Number, then: (1) the Exchange Agent will allocate pro rata first from among the Stock Election Shares (provided that each holder of such Stock Election Shares holds less than 1,000 shares of Target Common Stock) and then (if necessary) will allocate pro rata from among the remaining Stock Election Shares, a sufficient number of such shares ("Cash Designated Shares") such that when the number of Cash Designated Shares is subtracted from the number of Stock Election Shares, the remaining Stock Election Shares will equal as closely as practicable the Stock Conversion Number and all such remaining Stock Election Shares will be converted into the right to receive Purchaser Common Shares, and (2) the Cash Election Shares, Non-Election Shares, and Cash Designated Shares will be converted into the right to receive cash.

Election Procedures. (a) Subject to An Election Form, together with a letter of transmittal and instructions for use in effecting the allocation and election procedures set forth in this Section 2.2, each record holder (or beneficial owner through appropriate and customary documentation and instructions) immediately prior to the Effective Time of shares of Target Common Stock shall be entitled either (i) to elect to receive the Cash Consideration for each such share of Target Common Stock ("Cash Election Shares"), or (ii) to elect to receive the Stock Consideration for each such share of Target Common Stock ("Stock Election Shares"), or (iii) to indicate that such record holder has no preference as to the receipt of cash or Purchaser Common Shares for each such share of Target Common Stock ("Non-Election Shares"). All such elections shall be made on a form furnished by Purchaser for that purpose (a "Form of Election") and reasonably satisfactory to Target. If more than one Certificate shall be surrendered for the account surrender of the same holder, the number of Purchaser Common Shares, if any, to be issued to such holder RBI Certificates in exchange for the certificates representing the shares of Target Common Stock Merger Consideration (the "Certificates") “Letter of Transmittal”), and any other appropriate and customary transmittal materials (which have been surrendered shall specify that delivery shall be computed on effected, and risk of loss and title to the basis of the aggregate number of shares of Target Common Stock represented by all of the RBI Certificates surrendered for the account shall pass, only upon proper delivery of such holder. Holders of record of shares of Target Common Stock who hold such shares as nomineesRBI Certificates to the Exchange Agent), trustees or in other representative capacities (each, a "Representative") may submit multiple Forms of Election, provided that such Representative certifies that each such Form of Election covers all shares of Target Common Stock held by such Representative for a particular beneficial owner. (b) Not later shall be mailed no more than the 25th business day 40 Business Days and no less than 20 Business Days prior to the anticipated Effective Date or on such earlier date as OLB and RBI shall mutually agree (the parties agree in writing“Mailing Date”), Purchaser shall mail a Form to each holder of Election and a letter record of transmittal to record holders of Target RBI Common Stock as of five Business Days prior to the Mailing Date (the “Election Form Record Date”), pursuant to which RBI Common Stockholders will: (i) Elect to receive the Per Share Common Stock Consideration with respect to all or a portion of their shares of RBI Common Stock (collectively, the “Common Stock Election Shares”); (ii) Elect to receive the Per Share Cash Consideration with respect to all or a portion of their shares of RBI Common Stock (collectively, the “Cash Election Shares”); or (iii) Make a Non-Election with respect to their shares of RBI Common Stock. Nominee record date for the Target Stockholders Meeting (as defined below). Elections holders who hold RBI Common Stock on behalf of multiple beneficial owners shall be made required to indicate how many of the shares held by holders of shares of Target them are Common Stock by delivering the Form of Election to Harris Trust Shares, Cash Election Shares and Savings Bank, or such other bank or trust compaxx xxxignated by Purchaser No-Election Shares. OLB and who is reasonably satisfactory to Target (the "Exchange Agent"). To be effective, a Form of Election must be properly completed, signed and submitted to RBI shall direct the Exchange Agent by 5:00 p.m. (New York City time) to make the Election Form available to all persons who become holders of RBI Common Stock during the period between the Election Form Record Date and the close of business on the last business day prior to the date of the Target Stockholders Meeting (as defined below) or such other time and date as Purchaser and Target may mutually agree (the "Election Deadline"), and accompanied by (1)(x) the Certificates as to which the election is being made or (y) an appropriate guarantee of 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 Stock Certificates are in fact delivered to the Exchange Agent within three New York Stock Exchange ("NYSE") trading days after the date of execution of such guarantee of delivery (a "Guarantee of Delivery") and (2) a properly completed and signed letter of transmittal. Failure to deliver Certificates covered by any Guarantee of Delivery within three NYSE trading days after the date of execution of such Guarantee of Delivery shall be deemed to invalidate any otherwise properly made election. Purchaser will have the discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether Forms of Election have been properly completed, signed and submitted or revoked and to disregard immaterial defects in Forms of Election. The good faith decision of Purchaser (or the Exchange Agent) in such matters shall be conclusive and binding. Neither Purchaser nor the Exchange Agent will be under any obligation to notify any person of any defect in a Form of Election submitted to the Exchange Agent. The Exchange Agent shall also make all computations contemplated by Section 2.2(c) and all such computations shall be conclusive and binding on the Target Stockholders in the absence of manifest error. Any Form of Election may be changed or revoked prior to the Election Deadline. In the event a Form of Election is revoked prior to the Election Deadline, Pur- chaser shall, or shall cause the Exchange Agent to, cause the Certificates representing the shares of Target Common Stock covered by such Form of Election to be promptly returned without charge to the person submitting the Form of Election upon written request to that effect from such person. For purposes hereof, if a Target Stockholder does not submit a Form of Election which is received by the Exchange Agent Business Day prior to the Election Deadline (including a holder who submits and then revokes his or her Form of Election and does not resubmit a Form of Election which is timely received by the Exchange Agent), or if a Target Stockholder submits a Form of Election without the corresponding Certificates or a Guarantee of Delivery, then upon such Target Stockholder's shares of Target Common Stock shall be deemed to be Non-Election Shares. If any Form of Election is defective in any manner that the Exchange Agent cannot reasonably determine the election preference of the stockholder submitting such Form of Election, the purported election set forth therein shall be deemed to be of no force and effect and then such Target Stockholder's shares of Target Common Stock shall, for purposes hereof, be deemed to be Non-Election Sharesholders’ request. (c) Within five business days after the Election Deadline (the "Measurement Date"), the Exchange Agent shall effectuate the allocation among holders of Target Common Stock of rights to receive Purchaser Common Shares or cash in the Merger in accordance with the Forms of Election as follows: (i) If the number of Stock Election Shares is less than or equal to 3,846,154 (the "Stock Conversion Number"), then: (1) all Stock Election Shares will be converted into the right to receive Purchaser Common Shares, (2) the Exchange Agent will select first from among the Non-Election Shares by a random selection process as shall be mutually determined by Purchaser and Target as shall be further described in the Election Form, then (if necessary) will allocate pro rata from among the Cash Election Shares (provided that each holder of such Cash Election Shares holds 1,000 or more shares of Target Common Stock), and then (if necessary) will allocate pro rata from among the remaining Cash Election Shares, a sufficient number of such shares ("Stock Designated Shares") such that the number of Stock Designated Shares will, when added to the number of Stock Election Shares, equal as closely as practicable the Stock Conversion Number, and all Stock Designated Shares will be converted into the right to receive Purchaser Common Shares, and (3) the Cash Election Shares (subject to the provisions of Sections 2.1(e) and (f) with respect to any Dissenting Shares) and the Non-Election Shares which are not Stock Designated Shares will be converted into the right to receive cash; or (ii) If the number of Stock Election Shares is greater than the Stock Conversion Number, then: (1) the Exchange Agent will allocate pro rata first from among the Stock Election Shares (provided that each holder of such Stock Election Shares holds less than 1,000 shares of Target Common Stock) and then (if necessary) will allocate pro rata from among the remaining Stock Election Shares, a sufficient number of such shares ("Cash Designated Shares") such that when the number of Cash Designated Shares is subtracted from the number of Stock Election Shares, the remaining Stock Election Shares will equal as closely as practicable the Stock Conversion Number and all such remaining Stock Election Shares will be converted into the right to receive Purchaser Common Shares, and (2) the Cash Election Shares, Non-Election Shares, and Cash Designated Shares will be converted into the right to receive cash.

Election Procedures. (a) Subject An election form in such form as MSTI and Citizens shall mutually agree (an "ELECTION FORM") shall be mailed no later than the Mailing Date (as defined below) to each Election Stockholder as of the allocation and election procedures set forth in this Section 2.2, each record holder Effective Time. The "MAILING DATE" shall be the date that is ten (10) Business Days after the Effective Time. (b) Each Election Form shall entitle the Election Stockholder (or the beneficial owner of Citizens Common Stock through appropriate and customary documentation and instructions) immediately prior to the Effective Time of shares of Target Common Stock shall be entitled either to: (i) elect to receive the Stock Consideration for all of such holder's shares (a "STOCK ELECTION"); (ii) elect to receive the Cash Consideration for each all of such share of Target Common Stock holder's shares (a "Cash Election SharesCASH ELECTION"), or ; (iiiii) to elect to receive the Stock Consideration for each with respect to some of such share of Target Common Stock holder's shares and the Cash Consideration with respect to such holder's remaining shares (a "Stock Election SharesMIXED ELECTION"), provided that no Citizens Stockholder may make a Mixed Election in which such Citizens Stockholder elects to receive the Stock Consideration with respect to fewer than one hundred (100) of such holder's shares; or (iiiiv) to indicate that such record holder has make no preference valid election as to the receipt of cash the Cash Consideration or Purchaser Common Shares for each such share of Target Common the Stock ("Non-Election Shares"). All such elections shall be made on a form furnished by Purchaser for that purpose Consideration (a "Form of ElectionNON-ELECTION") and reasonably satisfactory to Target. If more than one Certificate shall be surrendered for the account of the same holder, the number of Purchaser Common Shares, if any, to be issued to such holder in exchange for the certificates representing the shares of Target Common Stock (the "Certificates") which have been surrendered shall be computed on the basis of the aggregate number of shares of Target Common Stock represented by all of the Certificates surrendered for the account of such holder). Holders of record of shares of Target Citizens Common Stock who hold such shares as nominees, trustees or in other representative capacities (each, a "RepresentativeSHARE REPRESENTATIVE") may submit multiple Forms of ElectionElection Forms, provided that such Share Representative certifies that each such Election Form of Election covers all the shares of Target Citizens Common Stock held by such that Share Representative for a particular beneficial owner. Shares of Citizens Common Stock as to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as "CASH ELECTION SHARES." Shares of Citizens Common Stock as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as "STOCK ELECTION SHARES." Shares of Citizens Common Stock as to which no election has been made are referred to as "NON-ELECTION SHARES." Shares of Citizens Common Stock held by any Mandatory Cash Stockholder are referred to herein as "MANDATORY ELECTION SHARES." For purposes of this Section, Dissenting Shares shall be deemed Cash Election Shares. (bc) Not later than the 25th business day prior to the anticipated Effective Date or such date as the parties agree in writing, Purchaser shall mail a Form of Election and a letter of transmittal to record holders of Target Common Stock as of the record date for the Target Stockholders Meeting (as defined below). Elections shall be made by holders of shares of Target Common Stock by delivering the Form of Election to Harris Trust and Savings Bank, or such other bank or trust compaxx xxxignated by Purchaser and who is reasonably satisfactory to Target (the "Exchange Agent"). To be effective, a properly completed Election Form of Election must be properly completedreceived by BankIllinois, signed an Illinois state bank with its main office located in Champaign, Illinois, and submitted to an MSTI Subsidiary (the Exchange Agent by "EXCHANGE Agent"), on or before 5:00 p.m. (New York City time) on the last business day prior to thirtieth (30th) Business Day following the date of the Target Stockholders Meeting Mailing Date (as defined below) or such other time and date as Purchaser MSTI and Target Citizens may mutually agree agree) (the "ELECTION DEADLINE"). An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline"), and . An Election Form shall be deemed properly completed only if accompanied by one or more Old Certificates (1)(x) or customary affidavits and, if required by MSTI, indemnification and a surety bond, regarding the loss or destruction of such Old Certificates as to which or the election is being made or (y) an appropriate guarantee of guaranteed delivery of such Certificates as set forth in Old Certificates) representing all shares of Citizens Common Stock covered by such Form Election Form, together with a duly executed Transmittal Letter included with the Election Form. Subject to the terms of Election from a firm which is a member of a registered national securities exchange or this Agreement and of the National Association of Securities DealersElection Form, Inc. or a commercial bank or trust company having an office or correspondent in the United States, provided such Stock Certificates are in fact delivered to the Exchange Agent within three New York Stock Exchange ("NYSE") trading days after the date of execution of such guarantee of delivery (a "Guarantee of Delivery") and (2) a properly completed and signed letter of transmittal. Failure to deliver Certificates covered by any Guarantee of Delivery within three NYSE trading days after the date of execution of such Guarantee of Delivery shall be deemed to invalidate any otherwise properly made election. Purchaser will have the discretion, which it may delegate in whole or in part to the Exchange Agent, reasonable discretion to determine whether Forms of Election have any election has been properly completed, signed and submitted or revoked timely made and to disregard immaterial defects in Forms of Election. The any Election Form, and any good faith decision decisions of Purchaser (or the Exchange Agent) in Agent regarding such matters shall be conclusive binding and binding. Neither Purchaser nor the Exchange Agent will be under any obligation to notify any person of any defect in a Form of Election submitted to the Exchange Agent. The Exchange Agent shall also make all computations contemplated by Section 2.2(cconclusive. (d) and all such computations shall be conclusive and binding on the Target Stockholders in the absence of manifest error. Any Form of Election may be changed or revoked prior to the Election Deadline. In the event a Form of Election is revoked prior to Within ten (10) Business Days after the Election Deadline, Pur- chaser shall, or MSTI shall cause the Exchange Agent to, cause the Certificates representing the shares of Target Common Stock covered by such Form of Election to be promptly returned without charge to the person submitting the Form of Election upon written request to that effect from such person. For purposes hereof, if a Target Stockholder does not submit a Form of Election which is received by the Exchange Agent prior to the Election Deadline (including a holder who submits and then revokes his or her Form of Election and does not resubmit a Form of Election which is timely received by the Exchange Agent), or if a Target Stockholder submits a Form of Election without the corresponding Certificates or a Guarantee of Delivery, then such Target Stockholder's shares of Target Common Stock shall be deemed to be Non-Election Shares. If any Form of Election is defective in any manner that the Exchange Agent cannot reasonably determine the election preference of the stockholder submitting such Form of Election, the purported election set forth therein shall be deemed to be of no force and effect and then such Target Stockholder's shares of Target Common Stock shall, for purposes hereof, be deemed to be Non-Election Shares. (c) Within five business days after the Election Deadline (the "Measurement Date"), the Exchange Agent shall effectuate the allocation among holders of Target Common Stock Election Stockholders of rights to receive Purchaser Common Shares or cash in the Merger in accordance with Cash Consideration and the Forms of Election Stock Consideration as follows: (i) If the Aggregate Stock Election Number exceeds the Required Stock Election Number, then all Cash Election Shares and all Non-Election Shares will be converted into the right to receive the Cash Consideration, and, with respect to each holder of Stock Election Shares, then: (A) that number of Stock Election Shares which is less than or equal to 3,846,154 the product obtained by multiplying (1) the Stock Election Excess Amount by (2) such stockholder's Stock Election Percentage (such amount being referred to as such stockholder's "Stock Conversion NumberINDIVIDUAL STOCK EXCESS AMOUNT"), then:shall be converted into the right to receive the Cash Consideration; and (B) that number of Stock Election Shares equal to the difference between (1) such stockholder's Individual Stock Election Number, less (2) such stockholder's Individual Stock Excess Amount, shall be converted into the right to receive the Stock Consideration. (ii) If the Aggregate Cash Election Number exceeds the Required Cash Election Number, then all Stock Election Shares will be converted into the right to receive Purchaser Common the Stock Consideration, and, with respect to each holder of Cash Election Shares and Non-Election Shares,, then: (2A) the Exchange Agent will select first from among the that number of Cash Election Shares and Non-Election Shares which is equal to the product obtained by a random selection process as shall be mutually determined by Purchaser and Target as shall be further described in the Election Form, then multiplying (if necessary1) will allocate pro rata from among the Cash Election Shares Excess Amount by (provided that each holder of 2) such stockholder's Cash Election Shares holds 1,000 or more shares of Target Common StockPercentage (such amount being referred to as such stockholder's "INDIVIDUAL CASH EXCESS AMOUNT"), and then (if necessary) will allocate pro rata from among the remaining Cash Election Shares, a sufficient number of such shares ("Stock Designated Shares") such that the number of Stock Designated Shares will, when added to the number of Stock Election Shares, equal as closely as practicable the Stock Conversion Number, and all Stock Designated Shares will shall be converted into the right to receive Purchaser Common Shares, the Stock Consideration; and (3B) the that number of Cash Election Shares (subject to the provisions of Sections 2.1(e) and (f) with respect to any Dissenting Shares) and the Non-Election Shares which are not Stock Designated Shares will is equal to the difference between (1) such stockholder's Individual Cash Election Number, less (2) such stockholder's Individual Cash Excess Amount, shall be converted into the right to receive cash; orthe Cash Consideration. (iiiii) If the number of Aggregate Stock Election Shares Number is greater than equal to the Required Stock Conversion Election Number, then: (1) the Exchange Agent will allocate pro rata first from among the Stock Election Shares (provided that each holder of such Stock Election Shares holds less than 1,000 shares of Target Common Stock) and then (if necessary) will allocate pro rata from among the remaining Stock Election Shares, a sufficient number of such shares ("Cash Designated Shares") such that when the number of Cash Designated Shares is subtracted from the number of Stock Election Shares, the remaining Stock Election Shares will equal as closely as practicable the Stock Conversion Number and all such remaining Stock Election Shares will be converted into the right to receive Purchaser Common Sharesthe Stock Consideration, and (2) the and all Cash Election Shares, Shares and Non-Election Shares, and Cash Designated Shares will be converted into the right to receive cashthe Cash Consideration. (iv) If (A) all Election Stockholders make only a Stock Election, and (B) there are no Mandatory Cash Stockholders, such that the Aggregate Stock Election Number is equal to one hundred percent (100%) of the Outstanding Citizens Shares, then the Outstanding Citizens Shares held by each Election Stockholder shall be converted into the Merger Consideration in accordance with the following formula, viz., fifty percent (50%) of the shares of Citizens Common Stock held by each Election Stockholder shall be converted into the right to receive the Stock Consideration, and fifty percent (50%) of the shares of Citizens Common Stock held by each Election Stockholder shall be converted into the right to receive the Cash Consideration. (v) If all Election Stockholders make only a Cash Election, such that the Aggregate Cash Election Number is equal to one hundred percent (100%) of the Outstanding Citizens Shares, then the Exchange Agent shall allocate the Cash Consideration and the Stock Consideration on a pro rata basis among all Election Stockholders, such that, following such allocation and taking into account the Cash Consideration to be paid to any Mandatory Cash Stockholders, fifty percent (50%) of the Outstanding Citizens Shares are converted into the right to receive the Stock Consideration, and fifty percent (50%) of the Outstanding Citizens Shares are converted into the right to receive the Cash Consideration.

Election Procedures. (a) Subject to the allocation and election procedures set forth in this Section 2.2, each record Each holder (or beneficial owner through appropriate and customary documentation and instructions) immediately prior to the Effective Time of shares of Target Common Stock shall be entitled either (i) to elect to receive the Cash Consideration for each such share of Target Common Stock ("Cash Election Shares"), or (ii) to elect to receive the Stock Consideration for each such share of Target Common Stock ("Stock Election Shares"), or (iii) to indicate that such record holder has no preference as to the receipt of cash or Purchaser Common Shares for each such share of Target Common Stock ("Non-Election Shares"). All such elections shall be made on a form furnished by Purchaser for that purpose (a "Form of Election") and reasonably satisfactory to Target. If more than one Certificate shall be surrendered for the account of the same holder, the number of Purchaser Common Shares, if any, to be issued to such holder in exchange for the certificates representing the shares of Target Common Stock (the "Certificates") which have been surrendered shall be computed on the basis of the aggregate number of shares of Target Common Stock represented by all of the Certificates surrendered for the account of such holder. Holders of record of shares of Target North Fork Common Stock who hold such shares as nominees, trustees or in other representative capacities (each, a "RepresentativeHOLDER") 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 submit multiple Forms specify in a request made in accordance with the provisions of Election, provided that such Representative certifies that each such Form this Section 2.1 (herein called an "ELECTION") (i) the number of Election covers all shares of Target North Fork Common Stock held owned by such Representative for Holder with respect to which such Holder desires to make a particular beneficial ownerStock Election and (ii) the number of shares of North Fork Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (b) Not later Capital One shall prepare a form reasonably acceptable to North Fork (the "FORM OF ELECTION") which shall be mailed to record holders of North Fork Common Stock so as to permit those holders to exercise their right to make an Election prior to the Election Deadline. (c) Capital One shall make the Form of Election initially available not less than the 25th twenty (20) business day days prior to the anticipated Effective Date or such date Election Deadline and shall use all reasonable efforts to make available as the parties agree in writing, Purchaser shall mail promptly as possible a Form of Election and a letter to any stockholder of transmittal to record holders North Fork who requests such Form of Target Common Stock as Election following the initial mailing of the record date for Forms of Election and prior to the Target Stockholders Meeting Election Deadline. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as defined below). Elections exchange agent under this Agreement, which person shall be made a bank or trust company selected by holders Capital One and reasonably acceptable to North Fork (the "EXCHANGE AGENT"), pursuant to an agreement (the "EXCHANGE AGENT AGREEMENT") entered into prior to the mailing of shares of Target Common Stock by delivering the Form of Election to Harris Trust and Savings BankNorth Fork stockholders, or such other bank or trust compaxx xxxignated shall have received, by Purchaser and who is reasonably satisfactory to Target (the "Exchange Agent"). To be effectiveElection Deadline, a Form of Election must be properly completed, completed and signed and submitted to the Exchange Agent by 5:00 p.m. (New York City time) on the last business day prior to the date of the Target Stockholders Meeting (as defined below) or such other time and date as Purchaser and Target may mutually agree (the "Election Deadline"), and accompanied by (1)(x) the Certificates as to which the election is being made such Form of Election relates or (y) by an appropriate customary guarantee of delivery of such Certificates certificates, as set forth in such Form of Election Election, from a firm which is a member of a any 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, provided that such Stock Certificates are in fact delivered to the Exchange Agent within three New York Stock Exchange ("NYSE") trading days after by the date of execution of time required in such guarantee of delivery (a "Guarantee of Delivery") and (2) a properly completed and signed letter of transmittaldelivery. Failure to deliver Certificates shares of North Fork Common Stock covered by any Guarantee such a guarantee of Delivery delivery within three NYSE trading days after the date of execution of time set forth on such Guarantee of Delivery guarantee shall be deemed to invalidate any otherwise properly made electionElection, unless otherwise determined by Capital One, in its sole discretion. Purchaser will have As used herein, unless otherwise agreed in advance by the discretionparties, "ELECTION DEADLINE" means 5:00 p.m. local time (in the city in which it may delegate in whole or in part to the Exchange Agent, to determine whether Forms principal office of Election have been properly completed, signed and submitted or revoked and to disregard immaterial defects in Forms of Election. The good faith decision of Purchaser (or the Exchange Agent) in such matters shall be conclusive and binding. Neither Purchaser nor the Exchange Agent will be under any obligation to notify any person of any defect in a Form of Election submitted to the Exchange Agent. The Exchange Agent shall also make all computations contemplated by Section 2.2(cis located) and all such computations shall be conclusive and binding on the Target Stockholders in later of (1) the absence date of manifest error. Any Form the meeting of Election may be changed or revoked North Fork stockholders pursuant to Section 6.3 and (2) the earlier of (i) the date that Capital One and North Fork shall agree is as near as practicable to five (5) business days prior to the Election Deadline. In expected Closing Date taking into account Capital One's intention to minimize the event a Form impact of Election is revoked prior to limitations under applicable law that might apply during the Election Deadline, Pur- chaser shall, or shall cause period from the Exchange Agent to, cause the Certificates representing the shares initial mailing of Target Common Stock covered by such Form of Election to be promptly returned without charge to the person submitting the Form of Election upon written request to that effect from such person. For purposes hereof, if a Target Stockholder does not submit a Form of Election which is received by the Exchange Agent prior to the Election Deadline (including a holder who submits and then revokes his or her Form of Election and does not resubmit a Form of Election which is timely received by the Exchange Agent), or if a Target Stockholder submits a Form of Election without the corresponding Certificates or a Guarantee of Delivery, then such Target Stockholder's shares of Target Common Stock shall be deemed to be Non-Election Shares. If any Form of Election is defective in any manner that the Exchange Agent cannot reasonably determine the election preference of the stockholder submitting such Form of Election, the purported election set forth therein shall be deemed to be of no force and effect and then such Target Stockholder's shares of Target Common Stock shall, for purposes hereof, be deemed to be Non-Election Shares. (c) Within five business days after the Election Deadline (the "Measurement Date"), the Exchange Agent shall effectuate the allocation among holders of Target Common Stock of rights to receive Purchaser Common Shares or cash in the Merger in accordance with the Forms of Election as follows: (i) If the number of Stock Election Shares is less than or equal to 3,846,154 (the "Stock Conversion Number"), then: (1) all Stock Election Shares will be converted into the right to receive Purchaser Common Shares, (2) the Exchange Agent will select first from among the Non-Election Shares by a random selection process as shall be mutually determined by Purchaser and Target as shall be further described in until the Election Form, then (if necessary) will allocate pro rata from among the Cash Election Shares (provided that each holder of such Cash Election Shares holds 1,000 or more shares of Target Common Stock), Deadline and then (if necessary) will allocate pro rata from among the remaining Cash Election Shares, a sufficient number of such shares ("Stock Designated Shares") such that the number of Stock Designated Shares will, when added to the number of Stock Election Shares, equal as closely as practicable the Stock Conversion Number, and all Stock Designated Shares will be converted into the right to receive Purchaser Common Shares, and (3) the Cash Election Shares (subject to the provisions of Sections 2.1(e) and (f) with respect to any Dissenting Shares) and the Non-Election Shares which are not Stock Designated Shares will be converted into the right to receive cash; or (ii) If September 1, 2006; PROVIDED that if it appears that the number of Stock Election Shares is greater than the Stock Conversion NumberClosing Date will not take place on or prior to October 13, then: (1) the Exchange Agent will allocate pro rata first from among the Stock Election Shares (provided that each holder of such Stock Election Shares holds less than 1,000 shares of Target Common Stock) and then (if necessary) will allocate pro rata from among the remaining Stock Election Shares, a sufficient number of such shares ("Cash Designated Shares") such that when the number of Cash Designated Shares is subtracted from the number of Stock Election Shares2006, the remaining Stock parties shall in good faith discuss whether such September 1, 2006 date should be deferred to an appropriate later date. North Fork and Capital One shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Shares will equal as closely as practicable the Stock Conversion Number and all such remaining Stock Election Shares will be converted into the right to receive Purchaser Common Shares, and Deadline not more than fifteen (215) the Cash Election Shares, Non-Election Sharesbusiness days before, and Cash Designated Shares will be converted into at least five (5) business days prior to, the right to receive cashElection Deadline.

Election Procedures. (a) Subject Computershare, Inc. shall serve as exchange agent (the “Exchange Agent”) for the payment and exchange of the Merger Consideration. (b) Holders of record of DBI Common Stock have the right to submit an Election Form (defined below) specifying the allocation and election procedures set forth in this Section 2.2, each record holder (or beneficial owner through appropriate and customary documentation and instructions) immediately prior to the Effective Time number of shares of Target DBI Common Stock shall be entitled either (i) to elect to receive the Cash Consideration for each such share of Target Common Stock ("Cash Election Shares"), or (ii) to elect to receive the Stock Consideration for each such share of Target Common Stock ("Stock Election Shares"), or (iii) to indicate that such record holder has no preference as to the receipt of cash or Purchaser Common Shares for each such share of Target Common Stock ("Non-Election Shares"). All such elections shall be made on a form furnished by Purchaser for that purpose (a "Form of Election") and reasonably satisfactory to Target. If more than one Certificate shall be surrendered for the account of the same holder, the number of Purchaser Common SharesStock, if any, held by such Holder that such Holder desires to be issued have converted into the right to such holder in exchange for the certificates representing the shares of Target receive BFC Common Stock (a “Stock Election”) and the "Certificates") which have been surrendered shall be computed on the basis of the aggregate number of shares of Target DBI Common Stock represented by all that the Holder desires to have converted into the right to receive the Per Share Amount in cash (a “Cash Election”). (c) An election form (“Election Form”), together with a Letter of Transmittal (as defined in Section 2.09), shall be mailed no less than twenty (20) Business Days prior to the Certificates surrendered for Election Deadline (as defined below) or on such earlier date as BFC and DBI shall mutually agree (the account “Mailing Date”) to each Holder of such holderrecord of DBI Common Stock as of five (5) Business Days prior to the Mailing Date. Holders of record of shares of Target DBI Common Stock who hold such shares as nominees, trustees or in other representative capacities (each, a "“Representative"”) may submit multiple Forms of ElectionElection Forms, provided that such Representative certifies that each such Election Form of Election covers all the shares of Target DBI Common Stock held by such each Representative for a particular beneficial owner. (b) Not later than . Any shares owned by a Holder who has not, as of the 25th business day prior Election Deadline, made an election by submission to the anticipated Effective Date Exchange Agent of an effective, properly completed Election Form shall be deemed Non-Election Shares. BFC shall make available one or such date more Election Forms as the parties agree may reasonably be requested in writing, Purchaser shall mail a Form writing from time to time by all Persons who become holders (or beneficial owners) of Election and a letter of transmittal to record holders of Target DBI Common Stock as of between the record date for the Target Stockholders initial mailing of Election Forms and the close of business on the Business Day prior to the Election Deadline, and DBI shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) The term “Election Deadline”, as used below, shall mean 5:00 p.m., Eastern time, on the later of (i) the date of the DBI Meeting and (ii) the date that BFC and DBI shall agree is as defined below)near as practicable to five (5) Business Days prior to the expected Closing Date. Elections An election shall be have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by holders the Election Deadline 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 the shares of Target DBI Common Stock covered by delivering such Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form of Election to Harris Trust and Savings Bank, or such other bank or trust compaxx xxxignated by Purchaser and who is reasonably satisfactory to Target (the "Exchange Agent"). To be effective, a Form of Election must be properly completed, signed and submitted to the Exchange Agent by 5:00 p.m. (New York City time) on the last business day prior to the date of the Target Stockholders Meeting (as defined below) or such other time and date as Purchaser and Target may mutually agree (the "Election Deadline"), and accompanied by (1)(x) the Certificates as to which the election is being made or (y) an appropriate guarantee of 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 Stock Certificates are in fact delivered written notice to the Exchange Agent within three New York only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. Shares of DBI Common Stock Exchange held by holders who acquired such shares subsequent to the Election Deadline will be designated Non-Election Shares. In addition, if a Holder of DBI Common Stock either ("NYSE"1) trading days after the date of execution of such guarantee of delivery (does not submit a "Guarantee of Delivery") and properly completed Election Form in a timely fashion or (2) revokes its Election Form prior to the Election Deadline and fails to file a new properly completed and signed letter of transmittal. Failure to deliver Certificates covered by any Guarantee of Delivery within three NYSE trading days after Election Form before the date of execution of deadline, such Guarantee of Delivery shares shall be deemed to invalidate any otherwise properly made electiondesignated Non-Election Shares. Purchaser will have the discretion, which it may delegate in whole or in part Subject to the terms of this Agreement and of the Election Form, the Exchange Agent, Agent shall have discretion to determine whether Forms of Election have any election, revocation or change has been properly completed, signed and submitted or revoked timely made and to disregard immaterial defects in Forms of Election. The the Election Forms, and any good faith decision decisions of Purchaser (or the Exchange Agent) in Agent regarding such matters shall be conclusive binding and bindingconclusive. Neither Purchaser BFC nor the Exchange Agent will shall be under any obligation to notify any person Person of any defect in a Form of Election submitted to the Exchange Agent. The Exchange Agent shall also make all computations contemplated by Section 2.2(c) and all such computations shall be conclusive and binding on the Target Stockholders in the absence of manifest error. Any Form of Election may be changed or revoked prior to the Election Deadline. In the event a Form of Election is revoked prior to the Election Deadline, Pur- chaser shall, or shall cause the Exchange Agent to, cause the Certificates representing the shares of Target Common Stock covered by such Form of Election to be promptly returned without charge to the person submitting the Form of Election upon written request to that effect from such person. For purposes hereof, if a Target Stockholder does not submit a Form of Election which is received by the Exchange Agent prior to the Election Deadline (including a holder who submits and then revokes his or her Form of Election and does not resubmit a Form of Election which is timely received by the Exchange Agent), or if a Target Stockholder submits a Form of Election without the corresponding Certificates or a Guarantee of Delivery, then such Target Stockholder's shares of Target Common Stock shall be deemed to be Non-Election Shares. If any Form of Election is defective in any manner that the Exchange Agent cannot reasonably determine the election preference of the stockholder submitting such Form of Election, the purported election set forth therein shall be deemed to be of no force and effect and then such Target Stockholder's shares of Target Common Stock shall, for purposes hereof, be deemed to be Non-Election Shares. (c) Within five business days after the Election Deadline (the "Measurement Date"), the Exchange Agent shall effectuate the allocation among holders of Target Common Stock of rights to receive Purchaser Common Shares or cash in the Merger in accordance with the Forms of Election as follows: (i) If the number of Stock Election Shares is less than or equal to 3,846,154 (the "Stock Conversion Number"), then: (1) all Stock Election Shares will be converted into the right to receive Purchaser Common Shares, (2) the Exchange Agent will select first from among the Non-Election Shares by a random selection process as shall be mutually determined by Purchaser and Target as shall be further described in the an Election Form, then (if necessary) will allocate pro rata from among the Cash Election Shares (provided that each holder of such Cash Election Shares holds 1,000 or more shares of Target Common Stock), and then (if necessary) will allocate pro rata from among the remaining Cash Election Shares, a sufficient number of such shares ("Stock Designated Shares") such that the number of Stock Designated Shares will, when added to the number of Stock Election Shares, equal as closely as practicable the Stock Conversion Number, and all Stock Designated Shares will be converted into the right to receive Purchaser Common Shares, and (3) the Cash Election Shares (subject to the provisions of Sections 2.1(e) and (f) with respect to any Dissenting Shares) and the Non-Election Shares which are not Stock Designated Shares will be converted into the right to receive cash; or (ii) If the number of Stock Election Shares is greater than the Stock Conversion Number, then: (1) the Exchange Agent will allocate pro rata first from among the Stock Election Shares (provided that each holder of such Stock Election Shares holds less than 1,000 shares of Target Common Stock) and then (if necessary) will allocate pro rata from among the remaining Stock Election Shares, a sufficient number of such shares ("Cash Designated Shares") such that when the number of Cash Designated Shares is subtracted from the number of Stock Election Shares, the remaining Stock Election Shares will equal as closely as practicable the Stock Conversion Number and all such remaining Stock Election Shares will be converted into the right to receive Purchaser Common Shares, and (2) the Cash Election Shares, Non-Election Shares, and Cash Designated Shares will be converted into the right to receive cash.

Election Procedures. (a) Subject to the allocation An election form and election procedures set forth in this Section 2.2, each record holder (or beneficial owner through other appropriate and customary documentation transmittal materials (which shall specify that delivery shall be effected, and instructions) immediately prior risk of loss and title to the Effective Time of certificates evidencing shares of Target Common Stock shall be entitled either (i) to elect to receive the Cash Consideration for each such share of Target Common Stock ("Cash Election Shares"), or (ii) to elect to receive the Stock Consideration for each such share of Target Common Stock ("Stock Election Shares"), or (iii) to indicate that such record holder has no preference as to the receipt of cash or Purchaser Common Shares for each such share of Target Common Stock ("Non-Election Shares"). All such elections shall be made on a form furnished by Purchaser for that purpose (a "Form of Election") and reasonably satisfactory to Target. If more than one Certificate shall be surrendered for the account of the same holder, the number of Purchaser Common Shares, if any, to be issued to such holder in exchange for the certificates representing the shares of Target Company Common Stock (the "Certificates") which have been surrendered shall pass, only upon proper delivery of such Certificates to an unaffiliated bank or trust company designated by Parent and reasonably satisfactory to the Company (the "Exchange Agent")) in such form as the Company and Parent shall mutually agree (the "Election Form"), shall be computed mailed no later than 15 days prior to the anticipated Effective Time or on such earlier date as Parent and the basis Company may mutually agree (the "Mailing Date") to each holder of record of Company Common Stock as of five Business Days prior to the Mailing Date (the "Election Form Record Date"). Each Election Form shall permit each holder of record of Company Common Stock as of the aggregate Election Form Record Date (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 of such holder's shares (a "Cash Election"), (ii) elect to receive the Stock Consideration for all of such holder's shares (a "Stock Election"), (iii) elect to receive the Cash Consideration with respect to some of such holder's shares and the Stock Consideration with respect to such holder's remaining shares (a "Mixed Election") or (iv) make no election the receipt of the Cash Consideration or the Stock Consideration (a "Non-Election"), provided that, notwithstanding any other provision of this Agreement, other than paragraph (e) of this Section 3.02, 50% of the total number of shares of Target Company Common Stock represented by all issued and outstanding at the Effective Time, including any Dissenting Shares but excluding any Treasury Stock (the "Stock Conversion Number"), shall be converted into the Stock Consideration and the remaining outstanding shares of Company Common Stock shall be converted into the Certificates surrendered for the account of such holderCash Consideration. Holders of record of shares of Target Company Common Stock who hold such shares as nominees, trustees or in other representative capacities (each, a "Representative") may submit multiple Forms of ElectionElection Forms, provided that such Representative certifies that each such Election Form of Election covers all the shares of Target Company Common Stock held by such that Representative for a particular beneficial owner. Shares of Company Common Stock as to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as "Cash Election Shares." Shares of Company Common Stock as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as "Stock Election Shares." Shares of Company Common Stock as to which no election has been made are referred to herein as "Non-Election Shares." The aggregate number of shares of Company Common Stock with respect to which a Stock Election has been made is referred to herein as the "Stock Election Number." Any Dissenting Shares shall be deemed to be Cash Election Shares, and with respect to such shares the holders thereof shall in no event receive consideration comprised of Parent Common Stock. (b) Not later than the 25th business day prior to the anticipated Effective Date or such date as the parties agree in writing, Purchaser shall mail a Form of Election and a letter of transmittal to record holders of Target Common Stock as of the record date for the Target Stockholders Meeting (as defined below). Elections shall be made by holders of shares of Target Common Stock by delivering the Form of Election to Harris Trust and Savings Bank, or such other bank or trust compaxx xxxignated by Purchaser and who is reasonably satisfactory to Target (the "Exchange Agent"). To be effective, a properly completed Election Form of Election must shall be properly completed, signed and submitted to the Exchange Agent by on or before 5:00 p.m. (p.m., New York City time) , on the last business 20th calendar day prior to following but not including the date of the Target Stockholders Meeting Mailing Date (as defined below) or such other time and date as Purchaser Parent and Target the Company may mutually agree agree) (the "Election Deadline"), and . (c) An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (1)(x) or customary affidavits and indemnification regarding the loss or destruction of such Certificates as to which or the election is being made or (y) an appropriate guarantee of guaranteed delivery of such Certificates as set forth in Certificates) representing all shares of Company Common Stock covered by such Form Election Form, together with duly executed transmittal materials included with the Election Form. If a holder 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 Company Common Stock Certificates are in fact delivered to the Exchange Agent within three New York Stock Exchange either ("NYSE"i) trading days after the date of execution of such guarantee of delivery (a "Guarantee of Delivery") and (2) does not submit a properly completed and signed letter of transmittal. Failure to deliver Certificates covered by any Guarantee of Delivery within three NYSE trading days after the date of execution of such Guarantee of Delivery shall be deemed to invalidate any otherwise properly made election. Purchaser will have the discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether Forms of Election have been properly completed, signed and submitted or revoked and to disregard immaterial defects in Forms of Election. The good faith decision of Purchaser (or the Exchange Agent) in such matters shall be conclusive and binding. Neither Purchaser nor the Exchange Agent will be under any obligation to notify any person of any defect Form in a timely fashion or (ii) revokes the holder's Election Form of Election submitted to the Exchange Agent. The Exchange Agent shall also make all computations contemplated by Section 2.2(c) and all such computations shall be conclusive and binding on the Target Stockholders in the absence of manifest error. Any Form of Election may be changed or revoked prior to the Election Deadline. In the event a Form of Election is revoked prior to the Election Deadline, Pur- chaser shall, or the shares of Company Common Stock held by such holder shall be designated Non-Election Shares. Parent shall cause the Exchange Agent to, cause Certificates described in clause (ii) of the Certificates representing the shares of Target Common Stock covered by such Form of Election immediately preceding sentence to be promptly returned without charge to the person Person submitting the Election Form of Election upon written request to that effect from such personthe Person who submitted the Election Form. For purposes hereof, if a Target Stockholder does not submit a Form of Election which is received by the Exchange Agent prior Subject to the Election Deadline (including a holder who submits terms of this Agreement and then revokes his or her Form of Election and does not resubmit a Form of Election which is timely received by the Exchange Agent), or if a Target Stockholder submits a Form of Election without the corresponding Certificates or a Guarantee of Delivery, then such Target Stockholder's shares of Target Common Stock shall be deemed to be Non-Election Shares. If any Form of Election is defective in any manner that the Exchange Agent cannot reasonably determine the election preference of the stockholder submitting such Form of Election, the purported election set forth therein shall be deemed to be of no force and effect and then such Target Stockholder's shares of Target Common Stock shall, for purposes hereof, be deemed to be Non-Election Shares. (c) Within five business days after the Election Deadline (the "Measurement Date")Form, the Exchange Agent shall effectuate have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in any Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. Neither Parent nor the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. (d) Within five Business Days after the later to occur of the Election Deadline or the Effective Time, Parent shall cause the Exchange Agent to effect the allocation among holders of Target Company Common Stock of rights to receive Purchaser Common Shares or cash in the Merger in accordance with Cash Consideration and the Forms of Election Stock Consideration as follows: (i) If the number of Stock Election Shares is less than or equal to 3,846,154 (Number exceeds the "Stock Conversion Number"), then: (1) then all Stock Cash Election Shares will and all Non-Election Shares shall be converted into the right to receive Purchaser Common Shares, (2) the Exchange Agent will select first from among the Non-Election Shares by a random selection process as shall be mutually determined by Purchaser and Target as shall be further described in the Election Form, then (if necessary) will allocate pro rata from among the Cash Election Shares (provided that Consideration, and each holder of such Cash Stock Election Shares holds 1,000 or more shares will be entitled to receive the Stock Consideration in respect of Target Common Stock), and then (if necessary) will allocate pro rata from among the remaining Cash Election Shares, a sufficient number of such shares ("Stock Designated Shares") such that the number of Stock Designated Election Shares will, when added equal to the product obtained by multiplying (x) the number of Stock Election SharesShares held by such holder by (y) a fraction, equal as closely as practicable the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, and 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 Designated Election Shares will shall be converted into the right to receive Purchaser Common Shares, and (3) the Cash Election Shares (subject to the provisions of Sections 2.1(e) and (f) with respect to any Dissenting Shares) Stock Consideration and the Non-Election Shares which are not Stock Designated and Cash Election Shares will 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 cashthe Cash Consideration and each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non- Election Shares equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder's Non-Election Shares being converted into the right to receive the Cash Consideration; or (iiB) If if the Shortfall Number exceeds the number of Stock Election Shares is greater than the Stock Conversion Number, then: (1) the Exchange Agent will allocate pro rata first from among the Stock Election Shares (provided that each holder of such Stock Election Shares holds less than 1,000 shares of Target Common Stock) and then (if necessary) will allocate pro rata from among the remaining Stock Non- Election Shares, a sufficient number of such shares ("Cash Designated Shares") such that when the number of Cash Designated Shares is subtracted from the number of Stock Election Shares, the remaining Stock then all Non-Election Shares will equal as closely as practicable the Stock Conversion Number and all such remaining Stock Election Shares will shall be converted into the right to receive Purchaser Common Sharesthe Stock Consideration, and and each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, Non-with the remaining number of such holder's Cash Election Shares, and Cash Designated Shares will be being converted into the right to receive cashthe Cash Consideration. (e) If the tax opinion referred to in Section 7.01(f) cannot be rendered because the counsel or auditors charged with providing such opinion reasonably determines that the Merger may not satisfy the continuity of interest requirements applicable to reorganizations under Section 368(a) of the Code, then Parent shall reduce the number of shares of Company Common Stock entitled to receive the Cash Consideration and correspondingly increase the number of shares of Company Common Stock entitled to receive the Stock Consideration by the minimum amount necessary to enable such tax opinion to be rendered.

Election Procedures. Each holder of record of Paramount Shares (aother than a Specified Stockholder or an Equity Investor) Subject to be converted into the right to receive the New Paramount Merger Consideration in accordance with, and subject to, Section 2.1(a), Section 2.1(b) and this Section 2.2 (an “Electing Holder”) shall have the right, subject to the allocation and election procedures limitations set forth in this Section 2.2, to submit an election in accordance with the following procedures: (i) Each Electing Holder may specify in a request made in accordance with the provisions of this Section 2.2 (herein called an “Election”) (A) the number of Paramount Class A Shares and the number of Paramount Class B Shares owned by such Electing Holder (which in each record holder case shall be converted into New Paramount Class A Shares or New Paramount Class B Shares, as applicable, pursuant to the Pre-Closing Paramount Merger) with respect to which such Electing Holder desires to make a Class A Stock Election and a Class B Stock Election, respectively, and (B) the number of Paramount Class A Shares and Paramount Class B Shares owned by such Electing Holder (which in each case shall be converted into New Paramount Class A Shares or beneficial owner through New Paramount Class B Shares, as applicable, pursuant to the Pre-Closing Paramount Merger) with respect to which such Electing Holder desires to make a Class A Cash Election and a Class B Cash Election, respectively. (ii) Paramount shall prepare a form of election reasonably acceptable to Skydance (including appropriate and customary documentation transmittal materials in such form as prepared by Paramount and instructionsreasonably acceptable to Skydance) immediately prior to (the Effective Time of shares of Target Common Stock shall be entitled either (i) to elect to receive the Cash Consideration for each such share of Target Common Stock ("Cash Election Shares"), or (ii) to elect to receive the Stock Consideration for each such share of Target Common Stock ("Stock Election Shares"), or (iii) to indicate that such record holder has no preference as to the receipt of cash or Purchaser Common Shares for each such share of Target Common Stock ("Non-Election Shares"). All such elections shall be made on a form furnished by Purchaser for that purpose (a "“Form of Election") and reasonably satisfactory ”), so as to Targetpermit Electing Holders to exercise their right to make an Election. If more than one Certificate shall be surrendered for the account of the same holderAny Electing Holder that holds any Paramount Shares as nominee, the number of Purchaser Common Shares, if any, to be issued to such holder in exchange for the certificates representing the shares of Target Common Stock (the "Certificates") which have been surrendered shall be computed on the basis of the aggregate number of shares of Target Common Stock represented by all of the Certificates surrendered for the account of such holder. Holders of record of shares of Target Common Stock who hold such shares as nominees, trustees trustee or in other representative capacities capacity (eachwhich in each case shall be converted into New Paramount Shares pursuant to the Pre-Closing Paramount Merger) may, through proper instructions and documentation, submit a "Representative"separate Form of Election prior to the Election Deadline with respect to each beneficial owner for whom such nominee, trustee or representative holds such Paramount Shares. (iii) may submit multiple Forms Paramount and Skydance (A) shall initially make available and mail the Form of ElectionElection not less than 20 Business Days prior to the anticipated Election Deadline to Electing Holders of record as of the fifth Business Day prior to such mailing date, provided that and (B) following such Representative certifies that each mailing date, shall use reasonable best efforts to make available as promptly as practicable a Form of Election to any holder of Paramount Shares (other than the Specified Stockholders and the Equity Investors) who requests such Form of Election covers all shares of Target Common Stock held by prior to the Election Deadline. The time period between such Representative for a particular beneficial ownermailing date and the Election Deadline is referred to herein as the “Election Period”. (biv) Not later than Any Election shall have been made properly only if the 25th business day prior to Exchange Agent shall have received, during the anticipated Effective Date or such date as the parties agree in writing, Purchaser shall mail a Form of Election and a letter of transmittal to record holders of Target Common Stock as of the record date for the Target Stockholders Meeting (as defined below). Elections shall be made by holders of shares of Target Common Stock by delivering the Form of Election to Harris Trust and Savings Bank, or such other bank or trust compaxx xxxignated by Purchaser and who is reasonably satisfactory to Target (the "Exchange Agent"). To be effectivePeriod, a Form of Election must be properly completedcompleted and executed (including duly executed transmittal materials included in the Form of Election) and accompanied, signed and submitted to the Exchange Agent as applicable, by 5:00 p.m. Certificates representing all certificated shares (New York City timeif any) on the last business day prior to the date of the Target Stockholders Meeting (as defined below) or such other time and date as Purchaser and Target may mutually agree (the "Election Deadline"), and accompanied by (1)(x) the Certificates as to which the election is being made such Form of Election relates or (y) by an appropriate customary guarantee of delivery of such Certificates Certificates, as set forth in such Form of Election Election, from a firm which is a member of a any 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. As used herein, provided such Stock Certificates are unless otherwise agreed in fact delivered to advance by Skydance and Paramount, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent within three New York Stock Exchange is located) on the date that is five ("NYSE"5) trading days after Business Days prior to the Parties’ good faith estimate of the Closing Date or such other date as may be mutually agreed to by the Parties. Skydance and Paramount shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of execution of such guarantee of delivery the Election Deadline at least three (a "Guarantee of Delivery"3) and (2) a properly completed and signed letter of transmittal. Failure to deliver Certificates covered by any Guarantee of Delivery within three NYSE trading days after the date of execution of such Guarantee of Delivery shall be deemed to invalidate any otherwise properly made election. Purchaser will have the discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether Forms of Election have been properly completed, signed and submitted or revoked and to disregard immaterial defects in Forms of Election. The good faith decision of Purchaser (or the Exchange Agent) in such matters shall be conclusive and binding. Neither Purchaser nor the Exchange Agent will be under any obligation to notify any person of any defect in a Form of Election submitted to the Exchange Agent. The Exchange Agent shall also make all computations contemplated by Section 2.2(c) and all such computations shall be conclusive and binding on the Target Stockholders in the absence of manifest error. Any Form of Election may be changed or revoked Business Days prior to the Election Deadline. In If the event Closing Date is delayed to a Form of Election is revoked prior to the Election Deadlinesubsequent date, Pur- chaser shall, or shall cause the Exchange Agent to, cause the Certificates representing the shares of Target Common Stock covered by such Form of Election to be promptly returned without charge to the person submitting the Form of Election upon written request to that effect from such person. For purposes hereof, if a Target Stockholder does not submit a Form of Election which is received by the Exchange Agent prior to the Election Deadline (including a holder who submits and then revokes his or her Form of Election and does not resubmit a Form of Election which is timely received by the Exchange Agent), or if a Target Stockholder submits a Form of Election without the corresponding Certificates or a Guarantee of Delivery, then such Target Stockholder's shares of Target Common Stock shall be deemed similarly delayed to be Non-Election Shares. If a subsequent date, and Skydance and Paramount shall promptly announce any Form of Election is defective in any manner that the Exchange Agent cannot reasonably determine the election preference of the stockholder submitting such Form of Electiondelay and, when determined, the purported election set forth therein shall be deemed to be of no force and effect and then such Target Stockholder's shares of Target Common Stock shall, for purposes hereof, be deemed to be Non-rescheduled Election SharesDeadline. (c) Within five business days after the Election Deadline (the "Measurement Date"), the Exchange Agent shall effectuate the allocation among holders of Target Common Stock of rights to receive Purchaser Common Shares or cash in the Merger in accordance with the Forms of Election as follows: (i) If the number of Stock Election Shares is less than or equal to 3,846,154 (the "Stock Conversion Number"), then: (1) all Stock Election Shares will be converted into the right to receive Purchaser Common Shares, (2) the Exchange Agent will select first from among the Non-Election Shares by a random selection process as shall be mutually determined by Purchaser and Target as shall be further described in the Election Form, then (if necessary) will allocate pro rata from among the Cash Election Shares (provided that each holder of such Cash Election Shares holds 1,000 or more shares of Target Common Stock), and then (if necessary) will allocate pro rata from among the remaining Cash Election Shares, a sufficient number of such shares ("Stock Designated Shares") such that the number of Stock Designated Shares will, when added to the number of Stock Election Shares, equal as closely as practicable the Stock Conversion Number, and all Stock Designated Shares will be converted into the right to receive Purchaser Common Shares, and (3) the Cash Election Shares (subject to the provisions of Sections 2.1(e) and (f) with respect to any Dissenting Shares) and the Non-Election Shares which are not Stock Designated Shares will be converted into the right to receive cash; or (ii) If the number of Stock Election Shares is greater than the Stock Conversion Number, then: (1) the Exchange Agent will allocate pro rata first from among the Stock Election Shares (provided that each holder of such Stock Election Shares holds less than 1,000 shares of Target Common Stock) and then (if necessary) will allocate pro rata from among the remaining Stock Election Shares, a sufficient number of such shares ("Cash Designated Shares") such that when the number of Cash Designated Shares is subtracted from the number of Stock Election Shares, the remaining Stock Election Shares will equal as closely as practicable the Stock Conversion Number and all such remaining Stock Election Shares will be converted into the right to receive Purchaser Common Shares, and (2) the Cash Election Shares, Non-Election Shares, and Cash Designated Shares will be converted into the right to receive cash.

Election Procedures. (a) Subject An election form and letter of transmittal in such form as EMERALD and MBCN shall mutually agree (hereinafter referred to as the allocation and election procedures set forth in this Section 2.2, each record holder (or beneficial owner through appropriate and customary documentation and instructions“ELECTION FORM”) immediately prior to the Effective Time of shares of Target Common Stock shall be mailed to each holder of EMERALD common shares, along with the PROXY STATEMENT/PROSPECTUS (as defined in Section 6.02 of this AGREEMENT) and related proxy materials for the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders. The shareholders of EMERALD entitled either to receive the ELECTION FORM shall be those shareholders of record as of the record date fixed for the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders. EMERALD and MBCN shall also establish a deadline for receipt of such ELECTION FORMS (hereinafter referred to as the “ELECTION DEADLINE”), which deadline shall be the close of business on the date of the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders, unless MBCN elects to establish a later ELECTION DEADLINE not later than the close of business on the last day that EMERALD shareholders are permitted to give notice of their exercise of statutory dissenters’ rights. MBCN shall also use commercially reasonable efforts to provide the ELECTION FORM to shareholders of record who become record shareholders after the record date and before the ELECTION DEADLINE. (b) Each ELECTION FORM shall entitle the holder of EMERALD common shares (i) to elect to receive the Cash Consideration CASH CONSIDERATION for each all of such share of Target Common Stock holder’s shares ("Cash Election Shares"hereinafter referred to as a “CASH ELECTION”), or (ii) to elect to receive the Stock Consideration STOCK CONSIDERATION for each all of such share holder’s shares (hereinafter referred to as a “STOCK ELECTION”), (iii) to elect to receive the CASH CONSIDERATION with respect to some of Target Common Stock such holder’s shares and the STOCK CONSIDERATION with respect to such holder’s remaining shares ("Stock Election Shares"hereinafter referred to as a “MIXED ELECTION”), or (iiiiv) to indicate that such record holder has no preference as to concerning the receipt of cash the CASH CONSIDERATION or Purchaser Common Shares for each such share of Target Common Stock the STOCK CONSIDERATION ("Nonhereinafter referred to as a “NON-Election Shares"ELECTION”). All such elections EMERALD common shares for which the CASH CONSIDERATION is elected pursuant to a CASH ELECTION or a MIXED ELECTION are referred to herein as “CASH ELECTION SHARES.” EMERALD common shares for which the STOCK CONSIDERATION is elected pursuant to a STOCK ELECTION or a MIXED ELECTION are referred to herein as “STOCK ELECTION SHARES.” EMERALD common shares for which the NON-ELECTION is the made, and EMERALD common shares for which no election is made by the holder by the ELECTION DEADLINE (excluding DISSENTING SHARES, as defined in Section 2.10 of this AGREEMENT) are referred to herein as “NON-ELECTION SHARES.” (c) An election shall be made on a form furnished by Purchaser for that purpose (a "Form of Election") and reasonably satisfactory considered to Target. If more than one Certificate shall be surrendered for the account of the same holder, the number of Purchaser Common Shares, if any, to be issued to such holder in exchange for the certificates representing the shares of Target Common Stock (the "Certificates") which have been surrendered shall be computed validly made by a holder of EMERALD common shares only if, on or before 5:00 p.m., local time, on the basis of ELECTION DEADLINE, MBCN or the aggregate number of shares of Target Common Stock represented by all of the Certificates surrendered for the account of such holder. Holders of record of shares of Target Common Stock who hold such shares as nominees, trustees or in other representative capacities (each, a "Representative") may submit multiple Forms of Election, provided that such Representative certifies that each such Form of Election covers all shares of Target Common Stock held by such Representative for a particular beneficial owner. (b) Not later than the 25th business day prior to the anticipated Effective Date or such date as the parties agree in writing, Purchaser shall mail a Form of Election and a letter of transmittal to record holders of Target Common Stock as of the record date for the Target Stockholders Meeting EXCHANGE AGENT (as defined below). Elections , as applicable, shall be made have received an ELECTION FORM properly completed and executed by holders of shares of Target Common Stock by delivering the Form of Election to Harris Trust and Savings Banksuch holder, or such other bank or trust compaxx xxxignated by Purchaser and who is reasonably satisfactory to Target (the "Exchange Agent"). To be effective, a Form of Election must be properly completed, signed and submitted to the Exchange Agent by 5:00 p.m. (New York City time) on the last business day prior to the date of the Target Stockholders Meeting (as defined below) or such other time and date as Purchaser and Target may mutually agree (the "Election Deadline"), and accompanied by either (1)(xi) one or more certificates (a “CERTIFICATE”) representing the Certificates EMERALD common shares as to which the such election is being made made, duly endorsed in blank or (y) otherwise in form acceptable for transfer on the books of EMERALD, or containing an appropriate guarantee guaranty of delivery in the form customarily used in transactions of such Certificates as set forth in such Form of Election this nature from a firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. Inc., or a commercial bank or trust company having an office or correspondent in the United States, provided such Stock Certificates are in fact delivered or (ii) with respect to a CERTIFICATE that has been lost, stolen, or destroyed, the affidavit and, if required, bond required under Section 2.06(g) of this AGREEMENT. Subject to the Exchange Agent within three New York Stock Exchange ("NYSE") trading days after terms of this AGREEMENT and the date of execution of such guarantee of delivery (a "Guarantee of Delivery") and (2) a properly completed and signed letter of transmittal. Failure to deliver Certificates covered by any Guarantee of Delivery within three NYSE trading days after the date of execution of such Guarantee of Delivery ELECTION FORM, MBCN shall be deemed to invalidate any otherwise properly made election. Purchaser will have the discretion, which it may delegate in whole or in part to the Exchange Agent, reasonable discretion to determine whether Forms of Election have any election, revocation, or change has been properly completed, signed and submitted or revoked timely made and to disregard immaterial defects in Forms of Electionany ELECTION FORM. The Any good faith decision decisions of Purchaser (or the Exchange Agent) in MBCN regarding such matters shall be conclusive binding and binding. Neither Purchaser nor the Exchange Agent will be under any obligation to notify any person of any defect in a Form of Election submitted to the Exchange Agent. The Exchange Agent shall also make all computations contemplated by Section 2.2(c) and all such computations shall be conclusive and binding on the Target Stockholders in the absence of manifest error. Any Form of Election may be changed or revoked prior to the Election Deadline. In the event a Form of Election is revoked prior to the Election Deadline, Pur- chaser shall, or shall cause the Exchange Agent to, cause the Certificates representing the shares of Target Common Stock covered by such Form of Election to be promptly returned without charge to the person submitting the Form of Election upon written request to that effect from such person. For purposes hereof, if a Target Stockholder does not submit a Form of Election which is received by the Exchange Agent prior to the Election Deadline (including a holder who submits and then revokes his or her Form of Election and does not resubmit a Form of Election which is timely received by the Exchange Agent), or if a Target Stockholder submits a Form of Election without the corresponding Certificates or a Guarantee of Delivery, then such Target Stockholder's shares of Target Common Stock shall be deemed to be Non-Election Shares. If any Form of Election is defective in any manner that the Exchange Agent cannot reasonably determine the election preference of the stockholder submitting such Form of Election, the purported election set forth therein shall be deemed to be of no force and effect and then such Target Stockholder's shares of Target Common Stock shall, for purposes hereof, be deemed to be Non-Election Sharesconclusive. (cd) Within five business days after A holder of EMERALD common shares that is a bank, trust company, security broker-dealer or other recognized nominee, may submit one or more ELECTION FORMS for the Election Deadline persons for whom it holds shares as nominee provided that such bank, trust company, security broker-dealer or nominee certifies to the satisfaction of EMERALD and MBCN the names of the persons for whom it is so holding shares (hereinafter referred to as the "Measurement Date"“BENEFICIAL OWNERS”). In such case, each BENEFICIAL OWNER for whom an ELECTION FORM is submitted shall be treated as a separate owner for purposes of the Exchange Agent shall effectuate election procedure and allocation of shares set forth in this ARTICLE TWO. (e) Any holder of EMERALD common shares may at any time before the allocation among holders of Target Common Stock of rights to receive Purchaser Common Shares or cash in the Merger ELECTION DEADLINE withdraw such holder’s election and either (i) submit a new ELECTION FORM in accordance with the Forms of Election as follows: (i) If the number of Stock Election Shares is less than procedures in this Section 2.04 or equal to 3,846,154 (the "Stock Conversion Number"), then: (1) all Stock Election Shares will be converted into the right to receive Purchaser Common Shares, (2) the Exchange Agent will select first from among the Non-Election Shares by a random selection process as shall be mutually determined by Purchaser and Target as shall be further described in the Election Form, then (if necessary) will allocate pro rata from among the Cash Election Shares (provided that each holder of such Cash Election Shares holds 1,000 or more shares of Target Common Stock), and then (if necessary) will allocate pro rata from among the remaining Cash Election Shares, a sufficient number of such shares ("Stock Designated Shares") such that the number of Stock Designated Shares will, when added to the number of Stock Election Shares, equal as closely as practicable the Stock Conversion Number, and all Stock Designated Shares will be converted into the right to receive Purchaser Common Shares, and (3) the Cash Election Shares (subject to the provisions of Sections 2.1(e) and (f) with respect to any Dissenting Shares) and the Non-Election Shares which are not Stock Designated Shares will be converted into the right to receive cash; or (ii) If withdraw the number of Stock Election Shares CERTIFICATE or CERTIFICATES for EMERALD common shares deposited therewith by providing written notice that is greater than received by MBCN or the Stock Conversion NumberEXCHANGE AGENT, then: (1) as applicable, by 5:00 p.m., local time, on the Exchange Agent will allocate pro rata first from among business day prior to the Stock Election Shares (provided that each holder of such Stock Election Shares holds less than 1,000 shares of Target Common Stock) and then (ELECTION DEADLINE. ELECTIONS may be similarly revoked if necessary) will allocate pro rata from among the remaining Stock Election Shares, a sufficient number of such shares ("Cash Designated Shares") such that when the number of Cash Designated Shares this AGREEMENT is subtracted from the number of Stock Election Shares, the remaining Stock Election Shares will equal as closely as practicable the Stock Conversion Number and all such remaining Stock Election Shares will be converted into the right to receive Purchaser Common Shares, and (2) the Cash Election Shares, Non-Election Shares, and Cash Designated Shares will be converted into the right to receive cashterminated.

Election Procedures. (a) Subject Holders of shares of Seller Common Stock may elect to receive shares of Buyer Common Stock or cash (in either case without interest) in exchange for their shares of Seller Common Stock in accordance with the procedures set forth in this Section 2.2. Shares of Seller Common Stock as to which a Cash Election (including, pursuant to a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of Seller Common Stock as to which a Stock Election has been made (including, pursuant to a Mixed Election) are referred to as “Stock Election Shares.” Shares of Seller Common Stock as to which no election has been made (or as to which an Election Form is not returned properly completed) are referred to herein as “Non-Election Shares.” (b) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent), in such form as Seller and Buyer shall mutually agree (“Election Form”), shall be mailed on the same date as the Proxy Statement/Prospectus (as defined herein) is mailed to shareholders of Seller (the “Mailing Date”) to each holder of record of Seller Common Stock eligible to vote at the Seller Stockholders’ Meeting (the “Election Form Record Date”). Each Election Form shall permit such holder, subject to the allocation and election procedures set forth in this Section 2.2, each record holder (or beneficial owner through appropriate and customary documentation and instructions) immediately prior to the Effective Time of shares of Target Common Stock shall be entitled either (i) to elect to receive the Cash Consideration for each such share all of Target the shares of Seller Common Stock ("Cash Election Shares"held by such holder, in accordance with Section 2.1(c)(1), or (ii) to elect to receive the Stock Consideration for each all of such share shares, in accordance with Section 2.1(c)(2), (iii) to elect to receive the Stock Consideration for a certain number of Target Common Stock such holder’s shares and the Cash Consideration for all other shares of such holder’s shares ("Stock a “Mixed Election”) (all such shares together, the “Mixed Election Shares"”), or (iiiiv) to indicate that such record holder has no preference as to the receipt of cash or Purchaser Common Shares for each such share of Target Buyer Common Stock ("Non-Election Shares")for such shares. All such elections shall be made on a form furnished by Purchaser for that purpose (a "Form of Election") and reasonably satisfactory to Target. If more than one Certificate shall be surrendered for the account of the same holder, the number of Purchaser Common Shares, if any, to be issued to such A holder in exchange for the certificates representing the shares of Target Common Stock (the "Certificates") which have been surrendered shall be computed on the basis of the aggregate number of shares of Target Common Stock represented by all of the Certificates surrendered for the account of such holder. Holders of record of shares of Target Seller Common Stock who hold holds such shares as nomineesnominee, trustees trustee or in other another representative capacities capacity (each, a "“Stockholder Representative"”) may submit multiple Forms of ElectionElection Forms, provided that such Representative certifies that each such Election Form of Election covers all the shares of Target Seller Common Stock held by such Stockholder Representative for a particular beneficial owner. Any shares of Seller Common Stock with respect to which the holder thereof shall not, as of the Election Deadline (as defined herein), have made an election by submission to the Exchange Agent of an effective, properly completed Election Form shall be deemed Non-Election Shares. (bc) Not later than the 25th business day prior to the anticipated Effective Date or such date as the parties agree in writing, Purchaser shall mail a Form of Election and a letter of transmittal to record holders of Target Common Stock as of the record date for the Target Stockholders Meeting (as defined below). Elections shall be made by holders of shares of Target Common Stock by delivering the Form of Election to Harris Trust and Savings Bank, or such other bank or trust compaxx xxxignated by Purchaser and who is reasonably satisfactory to Target (the "Exchange Agent"). To be effective, a properly completed Election Form of Election must shall be properly completed, signed and submitted to the Exchange Agent by on or before 5:00 p.m. (p.m., New York City time) , on the last business 25th day prior to following the date of the Target Stockholders Meeting Mailing Date (as defined below) or such other time and date as Purchaser Buyer and Target Seller may mutually agree agree) (the "“Election Deadline"”); provided, and accompanied by (1)(x) however, that the Certificates as to which the election is being made Election Deadline may not occur on or (y) an appropriate guarantee of 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 Stock Certificates are in fact delivered to the Exchange Agent within three New York Stock Exchange ("NYSE") trading days after the date of execution of Closing Date. Seller shall use its reasonable best efforts to make available up to two separate Election Forms, or such guarantee of delivery (a "Guarantee of Delivery") and (2) a properly completed and signed letter of transmittal. Failure to deliver Certificates covered by any Guarantee of Delivery within three NYSE trading days after the date of execution of such Guarantee of Delivery shall be deemed to invalidate any otherwise properly made election. Purchaser will have the discretion, which it additional Election Forms as Buyer may delegate in whole or in part to the Exchange Agentpermit, to determine whether Forms of Election have been properly completed, signed and submitted or revoked and to disregard immaterial defects in Forms of Election. The good faith decision of Purchaser all persons who become holders (or beneficial owners) of Seller Common Stock between the Exchange Agent) in such matters shall be conclusive Election Form Record Date and binding. Neither Purchaser nor the Exchange Agent will be under any obligation to notify any person close of any defect in a Form of Election submitted to the Exchange Agent. The Exchange Agent shall also make all computations contemplated by Section 2.2(c) and all such computations shall be conclusive and binding business on the Target Stockholders in the absence of manifest error. Any Form of Election may be changed or revoked business day prior to the Election Deadline. In Seller shall provide to the event Exchange Agent all information reasonably necessary for it to perform as specified herein. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Seller Common Stock covered by such Election is revoked Form, together with duly executed transmittal materials included with the Election Form. If a Seller stockholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline (without later submitting a properly completed Election Form prior to the Election Deadline), Pur- chaser shall, the shares of Seller Common Stock held by such stockholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. Buyer shall cause the Exchange Agent to, cause the Certificate or Certificates representing the shares of Target Common Stock covered by such relating to any revoked Election Form of Election to be promptly returned without charge to the person submitting the Election Form of Election upon written request to that effect from such person. For purposes hereof, if a Target Stockholder does not submit a Form of Election which is received by the Exchange Agent prior to the Election Deadline (including a holder who submits and then revokes his or her Form of Election and does not resubmit a Form of Election which is timely received by the Exchange Agent), or if a Target Stockholder submits a Form . Subject to the terms of Election without the corresponding Certificates or a Guarantee of Delivery, then such Target Stockholder's shares of Target Common Stock shall be deemed to be Non-Election Shares. If any Form of Election is defective in any manner that the Exchange Agent cannot reasonably determine the election preference this Agreement and of the stockholder submitting such Form of Election, the purported election set forth therein shall be deemed to be of no force and effect and then such Target Stockholder's shares of Target Common Stock shall, for purposes hereof, be deemed to be Non-Election Shares. (c) Within five business days after the Election Deadline (the "Measurement Date")Form, the Exchange Agent shall effectuate have discretion to determine when any election, modification or revocation is received and whether any such election, modification or revocation has been properly made. All Elections (whether Cash, Stock or Mixed) shall be revoked automatically if the allocation among holders Exchange Agent is notified in writing by Buyer or Seller, upon exercise by Buyer or Seller of Target Common Stock of its respective or their mutual rights to receive Purchaser Common Shares or cash in terminate this Agreement to the Merger extent provided under Article 10, that this Agreement has been terminated in accordance with the Forms of Election as follows:Article 10. (id) Notwithstanding any other provision contained in this Agreement, in no event will the number of Cash Election Shares be converted into the Cash Consideration if this would result in the amount of cash paid exceeding the Aggregate Cash Consideration. For purposes of this Agreement, the term “Aggregate Cash Consideration” means $7,252,066 including all amounts paid in cash for the Options Consideration pursuant to Section 2.3(a) if any and for shares held by the ESOP pursuant to Section 6.3(h) which have not been allocated to the accounts of participants. All of the other shares of Seller Common Stock shall be converted into the Stock Consideration. (e) If the number of Stock Cash Election Shares times the Cash Consideration is less than or equal to 3,846,154 (the "Stock Conversion Number")Aggregate Cash Consideration, then: (1) all Cash Election Shares shall be converted into the right to receive cash, (2) Non-Election Shares shall then be deemed to be Cash Election Shares to the extent necessary to have the total number of Cash Election Shares times the Cash Consideration equal the Aggregate Cash Consideration. If less than all of the Non-Election Shares need to be treated as Cash Election Shares, then the Exchange Agent shall select which Non-Election Shares shall be treated as Cash Election Shares in such manner as the Exchange Agent shall determine, and all remaining Non-Election Shares shall thereafter be treated as Stock Election Shares, (3) If all of the Non-Election Shares are treated as Cash Election Shares under the preceding subsection and the total number of Cash Election Shares times the Cash Consideration is less than the Aggregate Cash Consideration, then the Exchange Agent shall convert on a pro rata basis as described below a sufficient number of Stock Election Shares into Cash Election Shares (“Reallocated Cash Shares”) such that the sum of the number of Cash Election Shares plus the number of Reallocated Cash Shares times the Cash Consideration equals the Aggregate Cash Consideration, and all Reallocated Cash Shares will be converted into the right to receive the Cash Consideration, and (4) the Stock Election Shares which are not Reallocated Cash Shares shall be converted into the right to receive the Stock Consideration. (f) If the number of Cash Election Shares times the Cash Consideration is greater than the Aggregate Cash Consideration, then: (1) all Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Stock Consideration, (2) the Exchange Agent shall convert on a pro rata basis as described below a sufficient number of Cash Election Shares (“Reallocated Stock Shares”) such that the number of remaining Cash Election Shares times the Cash Consideration equals the Aggregate Cash Consideration, and all Reallocated Stock Shares shall be converted into the right to receive the Stock Consideration, and (3) the Cash Election Shares which are not Reallocated Stock Shares shall be converted into the right to receive the Cash Consideration. (g) If the number of Cash Election Shares times the Cash Consideration is equal to the Aggregate Cash Consideration, then subparagraphs (d)(i) and (ii) above shall not apply and all Non-Election Shares and all Stock Election Shares will be converted into the right to receive Purchaser Common Shares,the Stock Consideration. (2h) In the event that the Exchange Agent will select first from among the Non-is required to convert some Stock Election Shares by a random selection process as shall be mutually determined by Purchaser and Target as shall be further described in the Election Forminto Reallocated Cash Shares, then (if necessary) will allocate pro rata from among the Cash Election Shares (provided that each holder of such Cash Election Shares holds 1,000 or more shares of Target Common Stock), and then (if necessary) will allocate pro rata from among the remaining Cash Election Shares, a sufficient number of such shares ("Stock Designated Shares") such that the number of Stock Designated Shares will, when added to the number of Stock Election Shares, equal as closely as practicable the Stock Conversion Number, and all Stock Designated Shares will be converted into the right to receive Purchaser Common Shares, and (3) the Cash Election Shares (subject to the provisions of Sections 2.1(e) and (f) with respect to any Dissenting Shares) and the Non-Election Shares which are not Stock Designated Shares will be converted into the right to receive cash; or (ii) If the number of Stock Election Shares is greater than shall be allocated a pro rata portion of the Stock Conversion Number, then: (1) total Reallocated Cash Shares. In the event the Exchange Agent will allocate pro rata first from among the Stock is required to convert some Cash Election Shares (provided that into Reallocated Stock Shares, each holder of such Stock Cash Election Shares holds less than 1,000 shall be allocated a pro rata portion of the total Reallocated Stock Shares. (i) Notwithstanding any other provision hereof, no fractional shares of Target Buyer Common Stock and no certificates or scrip therefor, or other evidence of ownership thereof, will be issued in the Merger. Instead, Buyer will pay to each holder of Seller Common Stock who would otherwise be entitled to a fractional share of Buyer Common Stock (after taking into account all Old Certificates delivered by such holder) an amount in cash (without interest) determined by multiplying such fraction of a share of Buyer Common Stock by the average of the closing sale prices of Buyer Common Stock) , as reported on The Nasdaq Stock Market for the twenty consecutive trading days ending on the day immediately prior to the Closing Date; provided, however, that in the event Buyer Common Stock does not trade on one or more of the trading days in such period, any such date shall be disregarded in computing the average closing sales price and then (if necessary) will allocate pro rata from among the remaining Stock Election Shares, a sufficient average shall be based upon the closing sales prices and number of days on which Buyer Common Stock actually traded during such shares period. ("j) Within five business days after the Effective Time of the Merger, Buyer shall cause the Exchange Agent to effect the allocation of the Cash Designated Shares") such that when the number of Cash Designated Shares is subtracted from the number of Stock Election Shares, the remaining Stock Election Shares will equal as closely as practicable Consideration and the Stock Conversion Number Consideration among holders of Seller Common Stock and all such remaining Stock Election Shares will be converted into to distribute the right to receive Purchaser Common Shares, and (2) the Cash Election Shares, Non-Election Shares, and Cash Designated Shares will be converted into the right to receive cashMerger Consideration as set forth herein.

Election Procedures. (a) Subject to the allocation and election procedures set forth in this Section 2.2, each Each holder of record holder (or beneficial owner through appropriate and customary documentation and instructions) immediately prior to the Effective Time of shares of Target Company Common Stock shall to be entitled either (i) to elect converted into the right to receive the Cash Consideration for each such share and/or the Stock Consideration in accordance with, and subject to, Sections 1.4(c)(i) and 1.5 (a “Holder”) shall have the right, subject to the limitations set forth in this Article I, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of Target this Section 1.6 (herein called an “Election”) (i) the number of whole shares of Company Common Stock ("Cash owned by such Holder with respect to which such Holder desires to make a Stock Election Shares"), or and (ii) to elect to receive the Stock Consideration for each such share of Target Common Stock ("Stock Election Shares"), or (iii) to indicate that such record holder has no preference as to the receipt of cash or Purchaser Common Shares for each such share of Target Common Stock ("Non-Election Shares"). All such elections shall be made on a form furnished by Purchaser for that purpose (a "Form of Election") and reasonably satisfactory to Target. If more than one Certificate shall be surrendered for the account of the same holder, the number of Purchaser Common Shares, if any, to be issued to such holder in exchange for the certificates representing the whole shares of Target Company Common Stock (the "Certificates") which have been surrendered shall be computed on the basis of the aggregate number of shares of Target Common Stock represented owned by all of the Certificates surrendered for the account of such holder. Holders of record of shares of Target Common Stock who hold such shares as nominees, trustees or in other representative capacities (each, a "Representative") may submit multiple Forms of Election, provided that such Representative certifies that each such Form of Election covers all shares of Target Common Stock held by such Representative for a particular beneficial owner.such (b) Not later GWBI shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by GWBI and reasonably acceptable to Company (the “Election Form”), so as to permit the Holders to exercise their right to make an Election. (c) GWBI (i) shall initially make available and mail the Election Form not less than the 25th business day twenty (20) Business Days prior to the anticipated Effective Date Election Deadline, or on such other date as the parties agree in writingmay agree, Purchaser shall mail a Form to Holders of Election and a letter of transmittal to record holders of Target Common Stock as of two (2) Business Days prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Election Form to any Holder who requests such Election Form prior to the record Election Deadline. The time period between such mailing date for and the Target Stockholders Meeting Election Deadline is referred to herein as the “Election Period”. (as defined below). Elections d) Any Election shall be have been made by holders of shares of Target Common Stock by delivering the Form of Election to Harris Trust and Savings Bank, or such other bank or trust compaxx xxxignated by Purchaser and who is reasonably satisfactory to Target (the "Exchange Agent"). To be effective, a Form of Election must be properly completed, signed and submitted to only if the Exchange Agent by 5:00 p.m. shall have received, during the Election Period, an Election Form properly completed and signed (New York City timeincluding duly executed transmittal materials included in the Election Form) on the last business day prior to the date of the Target Stockholders Meeting (as defined below) or such other time and date as Purchaser and Target may mutually agree (the "Election Deadline"), and accompanied by (1)(x) the any Old Certificates as representing all certificated shares to which the election is being made such Election Form relates or (y) by an appropriate customary guarantee of delivery of such Certificates Old Certificates, as set forth in such Form of Election Form, from a firm which is a member of a any 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. As used herein, provided such 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 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 Election Deadline. Any shares of Company Common Stock Certificates are in fact delivered with respect to which the Holder thereof shall not, as of the Election Deadline, have made an Election by submission to the Exchange Agent within three New York Stock Exchange ("NYSE") trading days after the date of execution of such guarantee of delivery (a "Guarantee of Delivery") and (2) a an effective, properly completed and signed letter of transmittal. Failure to deliver Certificates covered by any Guarantee of Delivery within three NYSE trading days after the date of execution of such Guarantee of Delivery Election Form shall be deemed to invalidate any otherwise properly made election. Purchaser will have the discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether Forms of Election have been properly completed, signed and submitted or revoked and to disregard immaterial defects in Forms of Election. The good faith decision of Purchaser (or the Exchange Agent) in such matters shall be conclusive and binding. Neither Purchaser nor the Exchange Agent will be under any obligation to notify any person of any defect in a Form of Election submitted to the Exchange Agent. The Exchange Agent shall also make all computations contemplated by Section 2.2(c) and all such computations shall be conclusive and binding on the Target Stockholders in the absence of manifest error. Any Form of Election may be changed or revoked prior to the Election Deadline. In the event a Form of Election is revoked prior to the Election Deadline, Pur- chaser shall, or shall cause the Exchange Agent to, cause the Certificates representing the shares of Target Common Stock covered by such Form of Election to be promptly returned without charge to the person submitting the Form of Election upon written request to that effect from such person. For purposes hereof, if a Target Stockholder does not submit a Form of Election which is received by the Exchange Agent prior to the Election Deadline (including a holder who submits and then revokes his or her Form of Election and does not resubmit a Form of Election which is timely received by the Exchange Agent), or if a Target Stockholder submits a Form of Election without the corresponding Certificates or a Guarantee of Delivery, then such Target Stockholder's shares of Target Common Stock shall be deemed to be Non-Election Shares. If any Form of Election is defective in any manner that the Exchange Agent cannot reasonably determine the election preference of the stockholder submitting such Form of Election, the purported election set forth therein shall be deemed to be of no force and effect and then such Target Stockholder's shares of Target Common Stock shall, for purposes hereof, be deemed to be Non-Non- Election Shares. (c) Within five business days after the Election Deadline (the "Measurement Date"), the Exchange Agent shall effectuate the allocation among holders of Target Common Stock of rights to receive Purchaser Common Shares or cash in the Merger in accordance with the Forms of Election as follows: (i) If the number of Stock Election Shares is less than or equal to 3,846,154 (the "Stock Conversion Number"), then: (1) all Stock Election Shares will be converted into the right to receive Purchaser Common Shares, (2) the Exchange Agent will select first from among the Non-Election Shares by a random selection process as shall be mutually determined by Purchaser and Target as shall be further described in the Election Form, then (if necessary) will allocate pro rata from among the Cash Election Shares (provided that each holder of such Cash Election Shares holds 1,000 or more shares of Target Common Stock), and then (if necessary) will allocate pro rata from among the remaining Cash Election Shares, a sufficient number of such shares ("Stock Designated Shares") such that the number of Stock Designated Shares will, when added to the number of Stock Election Shares, equal as closely as practicable the Stock Conversion Number, and all Stock Designated Shares will be converted into the right to receive Purchaser Common Shares, and (3) the Cash Election Shares (subject to the provisions of Sections 2.1(e) and (f) with respect to any Dissenting Shares) and the Non-Election Shares which are not Stock Designated Shares will be converted into the right to receive cash; or (ii) If the number of Stock Election Shares is greater than the Stock Conversion Number, then: (1) the Exchange Agent will allocate pro rata first from among the Stock Election Shares (provided that each holder of such Stock Election Shares holds less than 1,000 shares of Target Common Stock) and then (if necessary) will allocate pro rata from among the remaining Stock Election Shares, a sufficient number of such shares ("Cash Designated Shares") such that when the number of Cash Designated Shares is subtracted from the number of Stock Election Shares, the remaining Stock Election Shares will equal as closely as practicable the Stock Conversion Number and all such remaining Stock Election Shares will be converted into the right to receive Purchaser Common Shares, and (2) the Cash Election Shares, Non-Election Shares, and Cash Designated Shares will be converted into the right to receive cash.

Election Procedures. (a) Subject to the allocation and election procedures set forth in this Section 2.2, each record holder (or beneficial owner through appropriate and customary documentation and instructions) immediately prior to the Effective Time of shares of Target Common Stock shall be entitled either (i) to elect to receive the Cash Consideration for each such share of Target Common Stock ("Cash Election Shares"), or (ii) to elect to receive the Stock Consideration for each such share of Target Common Stock ("Stock Election Shares"), or (iii) to indicate that such record holder has no preference as to the receipt of cash or Purchaser Common Shares for each such share of Target Common Stock ("Non-Election Shares"). All such elections shall be made on a form furnished by Purchaser for that purpose (a "Form of Election") and reasonably satisfactory to Target. If more than one Certificate shall be surrendered for the account of the same holder, the number of Purchaser Common Shares, if any, to be issued to such holder in exchange for the certificates representing the shares of Target Common Stock (the "Certificates") which have been surrendered shall be computed on the basis of the aggregate number of shares of Target Common Stock represented by all of the Certificates surrendered for the account of such holder. Holders of record of shares of Target Common Stock who hold such shares as nominees, trustees or in other representative capacities (each, a "Representative") may submit multiple Forms of Election, provided that such Representative certifies that each such Form of Election covers all shares of Target Common Stock held by such Representative for a particular beneficial owner. (b) Not later than the 25th business day prior to the anticipated Effective Date or such date as the parties agree in writing, Purchaser shall mail a Form of Election and a letter of transmittal to record holders of Target Common Stock as of the record date for the Target Stockholders Meeting (as defined below). Elections shall be made by holders of shares of Target Common Stock by delivering the Form of Election to Harris Trust Harrxx Xxxst and Savings Bank, or such other bank or trust compaxx xxxignated company designated by Purchaser and who is reasonably satisfactory to Target (the "Exchange Agent"). To be effective, a Form of Election must be properly completed, signed and submitted to the Exchange Agent by 5:00 p.m. (New York City time) on the last business day prior to the date of the Target Stockholders Meeting (as defined below) or such other time and date as Purchaser and Target may mutually agree (the "Election Deadline"), and accompanied by (1)(x) the Certificates as to which the election is being made or (y) an appropriate guarantee of 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 Stock Certificates are in fact delivered to the Exchange Agent within three New York Stock Exchange ("NYSE") trading days after the date of execution of such guarantee of delivery (a "Guarantee of Delivery") and (2) a properly completed and signed letter of transmittal. Failure to deliver Certificates covered by any Guarantee of Delivery within three NYSE trading days after the date of execution of such Guarantee of Delivery shall be deemed to invalidate any otherwise properly made election. Purchaser will have the discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether Forms of Election have been properly completed, signed and submitted or revoked and to disregard immaterial defects in Forms of Election. The good faith decision of Purchaser (or the Exchange Agent) in such matters shall be conclusive and binding. Neither Purchaser nor the Exchange Agent will be under any obligation to notify any person of any defect in a Form of Election submitted to the Exchange Agent. The Exchange Agent shall also make all computations contemplated by Section 2.2(c) and all such computations shall be conclusive and binding on the Target Stockholders in the absence of manifest error. Any Form of Election may be changed or revoked prior to the Election Deadline. In the event a Form of Election is revoked prior to the Election Deadline, Pur- chaser Purchaser shall, or shall cause the Exchange Agent to, cause the Certificates representing the shares of Target Common Stock covered by such Form of Election to be promptly returned without charge to the person submitting the Form of Election upon written request to that effect from such person. For purposes hereof, if a Target Stockholder does not submit a Form of Election which is received by the Exchange Agent prior to the Election Deadline (including a holder who submits and then revokes his or her Form of Election and does not resubmit a Form of Election which is timely received by the Exchange Agent), or if a Target Stockholder submits a Form of Election without the corresponding Certificates or a Guarantee of Delivery, then such Target Stockholder's shares of Target Common Stock shall be deemed to be Non-Election Shares. If any Form of Election is defective in any manner that the Exchange Agent cannot reasonably determine the election preference of the stockholder submitting such Form of Election, the purported election set forth therein shall be deemed to be of no force and effect and then such Target Stockholder's shares of Target Common Stock shall, for purposes hereof, be deemed to be Non-Election Shares. (c) Within five business days after the Election Deadline (the "Measurement Date"), the Exchange Agent shall effectuate the allocation among holders of Target Common Stock of rights to receive Purchaser Common Shares or cash in the Merger in accordance with the Forms of Election as follows: (i) If the number of Stock Election Shares is less than or equal to 3,846,154 (the "Stock Conversion Number"), then: (1) all Stock Election Shares will be converted into the right to receive Purchaser Common Shares, (2) the Exchange Agent will select first from among the Non-Election Shares by a random selection process as shall be mutually determined by Purchaser and Target as shall be further described in the Election Form, then (if necessary) will allocate pro rata from among the Cash Election Shares (provided that each holder of such Cash Election Shares holds 1,000 or more shares of Target Common Stock), and then (if necessary) will allocate pro rata from among the remaining Cash Election Shares, a sufficient number of such shares ("Stock Designated Shares") such that the number of Stock Designated Shares will, when added to the number of Stock Election Shares, equal as closely as practicable the Stock Conversion Number, and all Stock Designated Shares will be converted into the right to receive Purchaser Common Shares, and (3) the Cash Election Shares (subject to the provisions of Sections 2.1(e) and (f) with respect to any Dissenting Shares) and the Non-Election Shares which are not Stock Designated Shares will be converted into the right to receive cash; or (ii) If the number of Stock Election Shares is greater than the Stock Conversion Number, then: (1) the Exchange Agent will allocate pro rata first from among the Stock Election Shares (provided that each holder of such Stock Election Shares holds less than 1,000 shares of Target Common Stock) and then (if necessary) will allocate pro rata from among the remaining Stock Election Shares, a sufficient number of such shares ("Cash Designated Shares") such that when the number of Cash Designated Shares is subtracted from the number of Stock Election Shares, the remaining Stock Election Shares will equal as closely as practicable the Stock Conversion Number and all such remaining Stock Election Shares will be converted into the right to receive Purchaser Common Shares, and (2) the Cash Election Shares, Non-Election Shares, and Cash Designated Shares will be converted into the right to receive cash.

Election Procedures. Each Partial Rollover Holder shall have the right to make an election (a) Subject a “Rollover Election”), by completing and returning a Rollover Election Form in accordance with the instructions set forth therein, with respect to the allocation percentage (the “Percentage Election”) of such Partial Rollover Holder’s Per Company Holder Consideration that such Partial Rollover Holder desires to receive as Buyer Class E-3 Units (as opposed to Cash Consideration); provided that the minimum percentage a Partial Rollover Holder may request to receive as Buyer Class E-3 Units shall be forty percent (40%) of such Partial Rollover Holder’s Per Company Holder Consideration (the “Individual Minimum Rollover Percentage”) and election procedures set forth any Partial Rollover Holder that purports to elect a percentage that is less than forty percent (40%) shall be deemed to have made a Percentage Election equal to forty percent (40%); and provided, further, that regardless of a Partial Rollover Holder’s Rollover Election, any portion of the Escrow Amount, Holder Representative Holdback Amount and Deferred Payment Amount payable to such Partial Rollover Holder shall be paid in cash (any adjustment to give effect to this Section 2.2proviso, each record holder (or beneficial owner through appropriate and customary documentation and instructions) immediately prior the “Election Cash Adjustment”). Notwithstanding anything to the Effective Time of shares of Target Common Stock contrary herein, any Company Unitholder who at the Closing owns a Disqualified Unit shall be entitled either deemed to have elected a Percentage Election equal to the Individual Minimum Rollover Percentage with respect to such Disqualified Units. Any Rollover Election shall be made in accordance with the following procedures: (i) Promptly following or concurrently with the distribution of the Information Statement to elect Company Unitholders, the Company shall direct the Paying Agent to receive deliver to each Partial Rollover Holder a form for submitting a Rollover Election substantially in such form as shall be mutually agreed to by the Cash Consideration for each such share of Target Common Stock Principal Parties after the date hereof ("Cash the “Rollover Election Shares"Form”), or . (ii) Any Rollover Election shall have been made properly only if the Paying Agent shall have received a Rollover Election Form properly completed and signed prior to elect to receive 5:00 p.m. New York City time on the Stock Consideration for each such share date that is twenty (20) days following the date of Target Common Stock ("Stock Election Shares"), or (iii) to indicate that such record holder has no preference as to the receipt of cash or Purchaser Common Shares for each such share of Target Common Stock ("Non-Election Shares"). All such elections shall be made on a form furnished by Purchaser for that purpose (a "Form of Election") and reasonably satisfactory to Target. If more than one Certificate shall be surrendered for the account distribution of the same holder, the number of Purchaser Common Shares, if any, to be issued to such holder in exchange for the certificates representing the shares of Target Common Stock (the "Certificates") which have been surrendered shall be computed on the basis of the aggregate number of shares of Target Common Stock represented by all of the Certificates surrendered for the account of such holder. Holders of record of shares of Target Common Stock who hold such shares as nominees, trustees or in other representative capacities (each, a "Representative") may submit multiple Forms of Election, provided that such Representative certifies that each such Form of Election covers all shares of Target Common Stock held by such Representative for a particular beneficial owner. (b) Not later than the 25th business day prior to the anticipated Effective Date or such date as the parties agree in writing, Purchaser shall mail a Form of Election and a letter of transmittal to record holders of Target Common Stock as of the record date for the Target Stockholders Meeting (as defined below). Elections shall be made by holders of shares of Target Common Stock by delivering the Form of Election to Harris Trust and Savings BankInformation Statement, or such other bank or trust compaxx xxxignated by Purchaser and who is reasonably satisfactory to Target (the "Exchange Agent"). To be effective, a Form of Election must be properly completed, signed and submitted to the Exchange Agent by 5:00 p.m. (New York City time) on the last business day prior to the date of the Target Stockholders Meeting (as defined below) or such other time and date as Purchaser and Target the Principal Parties may mutually agree (the "“Election Deadline"”). Except with the consent of the Company, and accompanied any Rollover Election submitted by (1)(x) a Partial Rollover Holder shall be irrevocable. In the Certificates as to which the election is being made or (y) an appropriate guarantee of delivery of such Certificates as set forth in such event that a Rollover Election Form of Election has not been received from a firm which is a member of a registered national securities exchange or Partial Rollover Holder as of the National Association of Securities DealersElection Deadline, Inc. or a commercial bank or trust company having an office or correspondent in the United States, provided such Stock Certificates are in fact delivered to the Exchange Agent within three New York Stock Exchange ("NYSE") trading days after the date of execution of such guarantee of delivery (a "Guarantee of Delivery") and (2) a properly completed and signed letter of transmittal. Failure to deliver Certificates covered by any Guarantee of Delivery within three NYSE trading days after the date of execution of such Guarantee of Delivery Partial Rollover Holder shall be deemed to invalidate any otherwise properly have made electiona Rollover Election of fifty-five percent (55%) of the sum of such Partial Rollover Holder’s Per Company Holder Consideration. Purchaser will The Paying Agent, in consultation with the Company, shall have the discretion, which it may delegate in whole or in part to the Exchange Agent, discretion to determine whether Forms of Election have any Rollover Election, or modification or revocation thereof, has been properly completedand timely made, signed and submitted or revoked and to disregard immaterial defects in Forms any Rollover Election Form. None of Election. The good faith decision of Purchaser (the Company, the Holder Representative, or the Exchange Agent) in such matters Paying Agent shall be conclusive and binding. Neither Purchaser nor the Exchange Agent will be under any obligation to notify any person Partial Rollover Holder of any defect in a Form of Rollover Election submitted to the Exchange Agent. The Exchange Agent shall also make all computations contemplated by Section 2.2(c) and all such computations shall be conclusive and binding on the Target Stockholders in the absence of manifest error. Any Form of Election may be changed or revoked prior to the Election Deadline. In the event a Form of Election is revoked prior to the Election Deadline, Pur- chaser shall, or shall cause the Exchange Agent to, cause the Certificates representing the shares of Target Common Stock covered by such Form of Election to be promptly returned without charge to the person submitting the Form of Election upon written request to that effect from such person. For purposes hereof, if a Target Stockholder does not submit a Form of Election which is received by the Exchange Agent prior to the Election Deadline (including a holder who submits and then revokes his or her Form of Election and does not resubmit a Form of Election which is timely received by the Exchange Agent), or if a Target Stockholder submits a Form of Election without the corresponding Certificates or a Guarantee of Delivery, then such Target Stockholder's shares of Target Common Stock shall be deemed to be Non-Election Shares. If any Form of Election is defective in any manner that the Exchange Agent cannot reasonably determine the election preference of the stockholder submitting such Form of Election, the purported election set forth therein shall be deemed to be of no force and effect and then such Target Stockholder's shares of Target Common Stock shall, for purposes hereof, be deemed to be Non-Election SharesForm. (ciii) Within five business days after Subject to the Election Deadline (the "Measurement Date")Cutback, the Exchange Agent shall effectuate the allocation among holders of Target Common Stock of rights to receive Purchaser Common Shares or cash in the Merger in accordance with the Forms of Election as follows: (i) If the number of Stock Election Shares is less than or equal to 3,846,154 (the "Stock Conversion Number"), then: (1) all Stock Election Shares will be converted into the right to receive Purchaser Common Shares, (2) the Exchange Agent will select first from among the NonStep-Election Shares by a random selection process as shall be mutually determined by Purchaser and Target as shall be further described in the Election Form, then (if necessary) will allocate pro rata from among the Cash Election Shares (provided that each holder of such Cash Election Shares holds 1,000 or more shares of Target Common Stock), and then (if necessary) will allocate pro rata from among the remaining Cash Election Shares, a sufficient number of such shares ("Stock Designated Shares") such that the number of Stock Designated Shares will, when added to the number of Stock Election Shares, equal as closely as practicable the Stock Conversion Number, and all Stock Designated Shares will be converted into the right to receive Purchaser Common Shares, and (3) the Cash Election Shares (subject to the provisions of Sections 2.1(e) and (f) with respect to any Dissenting Shares) Up and the Non-Accredited Investor Adjustment, Buyer shall observe the Rollover Elections of the Partial Rollover Holders and shall issue Buyer Equity Consideration to each Partial Rollover Holder in accordance with such Partial Rollover Holder’s Rollover Election Shares which are not Stock Designated Shares will be converted into the right to receive cash; or (ii) If the number of Stock Election Shares is greater than the Stock Conversion Number, then: (1) the Exchange Agent will allocate pro rata first from among the Stock Election Shares (provided that each holder of such Stock Election Shares holds less than 1,000 shares of Target Common Stock) and then (if necessary) will allocate pro rata from among the remaining Stock Election Shares, a sufficient number of such shares ("Cash Designated Shares") such that when the number of Cash Designated Shares is subtracted from the number of Stock Election Shares, the remaining Stock Election Shares will equal as closely as practicable the Stock Conversion Number and all such remaining Stock Election Shares will be converted into the right to receive Purchaser Common Shares, and (2) the Cash Election Shares, Non-Election Shares, and Cash Designated Shares will be converted into the right to receive cashForm.

Election Procedures. (a) Subject to the allocation An election form and election procedures set forth in this Section 2.2, each record holder (or beneficial owner through other appropriate and customary documentation transmittal materials (which shall specify that delivery shall be effected, and instructions) immediately prior risk of loss and title to the Effective Time of certificates evidencing shares of Target Common Stock shall be entitled either (i) to elect to receive the Cash Consideration for each such share of Target Common Stock ("Cash Election Shares"), or (ii) to elect to receive the Stock Consideration for each such share of Target Common Stock ("Stock Election Shares"), or (iii) to indicate that such record holder has no preference as to the receipt of cash or Purchaser Common Shares for each such share of Target Common Stock ("Non-Election Shares"). All such elections shall be made on a form furnished by Purchaser for that purpose (a "Form of Election") and reasonably satisfactory to Target. If more than one Certificate shall be surrendered for the account of the same holder, the number of Purchaser Common Shares, if any, to be issued to such holder in exchange for the certificates representing the shares of Target Company Common Stock (the "Certificates") which have been surrendered shall pass, only upon proper delivery of such Certificates to an unaffiliated bank or trust company designated by Parent and reasonably satisfactory to the Company (the "Exchange Agent")) in such form as the Company and Parent shall mutually agree (the "Election Form"), shall be computed mailed no later than 15 days prior to the anticipated Effective Time or on such earlier date as Parent and the basis Company may mutually agree (the "Mailing Date") to each holder of record of Company Common Stock as of five Business Days prior to the Mailing Date (the "Election Form Record Date"). Each Election Form shall permit each holder of record of Company Common Stock as of the aggregate Election Form Record Date (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 of such holder's shares (a "Cash Election"), (ii) elect to receive the Stock Consideration for all of such holder's shares (a "Stock Election"), (iii) elect to receive the Cash Consideration with respect to some of such holder's shares and the Stock Consideration with respect to such holder's remaining shares (a "Mixed Election") or (iv) make no election the receipt of the Cash Consideration or the Stock Consideration (a "Non-Election"), provided that, notwithstanding any other provision of this Agreement, other than paragraph (e) of this Section 3.02, 50% of the total number of shares of Target Company Common Stock represented by all issued and outstanding at the Effective Time, including any Dissenting Shares but excluding any Treasury Stock (the "Stock Conversion Number"), shall be converted into the Stock Consideration and the remaining outstanding shares of Company Common Stock shall be converted into the Certificates surrendered for the account of such holderCash Consideration. Holders of record of shares of Target Company Common Stock who hold such shares as nominees, trustees or in other representative capacities (each, a "Representative") may submit multiple Forms of ElectionElection Forms, provided that such Representative certifies that each such Election Form of Election covers all the shares of Target Company Common Stock held by such that Representative for a particular beneficial owner. Shares of Company Common Stock as to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as "Cash Election Shares." Shares of Company Common Stock as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as "Stock Election Shares." Shares of Company Common Stock as to which no election has been made are referred to herein as "Non-Election Shares." The aggregate number of shares of Company Common Stock with respect to which a Stock Election has been made is referred to herein as the "Stock Election Number." Any Dissenting Shares shall be deemed to be Cash Election Shares, and with respect to such shares the holders thereof shall in no event receive consideration comprised of Parent Common Stock. (b) Not later than the 25th business day prior to the anticipated Effective Date or such date as the parties agree in writing, Purchaser shall mail a Form of Election and a letter of transmittal to record holders of Target Common Stock as of the record date for the Target Stockholders Meeting (as defined below). Elections shall be made by holders of shares of Target Common Stock by delivering the Form of Election to Harris Trust and Savings Bank, or such other bank or trust compaxx xxxignated by Purchaser and who is reasonably satisfactory to Target (the "Exchange Agent"). To be effective, a properly completed Election Form of Election must shall be properly completed, signed and submitted to the Exchange Agent by on or before 5:00 p.m. (p.m., New York City time) , on the last business 20th calendar day prior to following but not including the date of the Target Stockholders Meeting Mailing Date (as defined below) or such other time and date as Purchaser Parent and Target the Company may mutually agree agree) (the "Election Deadline"), and . (c) An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (1)(x) or customary affidavits and indemnification regarding the loss or destruction of such Certificates as to which or the election is being made or (y) an appropriate guarantee of guaranteed delivery of such Certificates as set forth in Certificates) representing all shares of Company Common Stock covered by such Form Election Form, together with duly executed transmittal materials included with the Election Form. If a holder 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 Company Common Stock Certificates are in fact delivered to the Exchange Agent within three New York Stock Exchange either ("NYSE"i) trading days after the date of execution of such guarantee of delivery (a "Guarantee of Delivery") and (2) does not submit a properly completed and signed letter of transmittal. Failure to deliver Certificates covered by any Guarantee of Delivery within three NYSE trading days after the date of execution of such Guarantee of Delivery shall be deemed to invalidate any otherwise properly made election. Purchaser will have the discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether Forms of Election have been properly completed, signed and submitted or revoked and to disregard immaterial defects in Forms of Election. The good faith decision of Purchaser (or the Exchange Agent) in such matters shall be conclusive and binding. Neither Purchaser nor the Exchange Agent will be under any obligation to notify any person of any defect Form in a timely fashion or (ii) revokes the holder's Election Form of Election submitted to the Exchange Agent. The Exchange Agent shall also make all computations contemplated by Section 2.2(c) and all such computations shall be conclusive and binding on the Target Stockholders in the absence of manifest error. Any Form of Election may be changed or revoked prior to the Election Deadline. In the event a Form of Election is revoked prior to the Election Deadline, Pur- chaser shall, or the shares of Company Common Stock held by such holder shall be designated Non-Election Shares. Parent shall cause the Exchange Agent to, cause Certificates described in clause (ii) of the Certificates representing the shares of Target Common Stock covered by such Form of Election immediately preceding sentence to be promptly returned without charge to the person Person submitting the Election Form of Election upon written request to that effect from such personthe Person who submitted the Election Form. For purposes hereof, if a Target Stockholder does not submit a Form of Election which is received by the Exchange Agent prior Subject to the Election Deadline (including a holder who submits terms of this Agreement and then revokes his or her Form of Election and does not resubmit a Form of Election which is timely received by the Exchange Agent), or if a Target Stockholder submits a Form of Election without the corresponding Certificates or a Guarantee of Delivery, then such Target Stockholder's shares of Target Common Stock shall be deemed to be Non-Election Shares. If any Form of Election is defective in any manner that the Exchange Agent cannot reasonably determine the election preference of the stockholder submitting such Form of Election, the purported election set forth therein shall be deemed to be of no force and effect and then such Target Stockholder's shares of Target Common Stock shall, for purposes hereof, be deemed to be Non-Election Shares. (c) Within five business days after the Election Deadline (the "Measurement Date")Form, the Exchange Agent shall effectuate have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in any Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. Neither Parent nor the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. (d) Within five Business Days after the later to occur of the Election Deadline or the Effective Time, Parent shall cause the Exchange Agent to effect the allocation among holders of Target Company Common Stock of rights to receive Purchaser Common Shares or cash in the Merger in accordance with Cash Consideration and the Forms of Election Stock Consideration as follows: (i) If the number of Stock Election Shares is less than or equal to 3,846,154 (Number exceeds the "Stock Conversion Number"), then: (1) then all Stock Cash Election Shares will and all Non-Election Shares shall be converted into the right to receive Purchaser Common Shares, (2) the Exchange Agent will select first from among the Non-Election Shares by a random selection process as shall be mutually determined by Purchaser and Target as shall be further described in the Election Form, then (if necessary) will allocate pro rata from among the Cash Election Shares (provided that Consideration, and each holder of such Cash Stock Election Shares holds 1,000 or more shares will be entitled to receive the Stock Consideration in respect of Target Common Stock), and then (if necessary) will allocate pro rata from among the remaining Cash Election Shares, a sufficient number of such shares ("Stock Designated Shares") such that the number of Stock Designated Election Shares will, when added equal to the product obtained by multiplying (x) the number of Stock Election SharesShares held by such holder by (y) a fraction, equal as closely as practicable the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, and 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 Designated Election Shares will shall be converted into the right to receive Purchaser Common Shares, and (3) the Cash Election Shares (subject to the provisions of Sections 2.1(e) and (f) with respect to any Dissenting Shares) Stock Consideration and the Non-Election Shares which are not Stock Designated and Cash Election Shares will 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 cashthe Cash Consideration and each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non- Election Shares equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder's Non-Election Shares being converted into the right to receive the Cash Consideration; or (iiB) If if the Shortfall Number exceeds the number of Stock Non- election Shares, then 13 all Non-Election Shares is greater than the Stock Conversion Number, then: (1) the Exchange Agent will allocate pro rata first from among the Stock Election Shares (provided that each holder of such Stock Election Shares holds less than 1,000 shares of Target Common Stock) and then (if necessary) will allocate pro rata from among the remaining Stock Election Shares, a sufficient number of such shares ("Cash Designated Shares") such that when the number of Cash Designated Shares is subtracted from the number of Stock Election Shares, the remaining Stock Election Shares will equal as closely as practicable the Stock Conversion Number and all such remaining Stock Election Shares will shall be converted into the right to receive Purchaser Common Sharesthe Stock Consideration, and and each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, Non-with the remaining number of such holder's Cash Election Shares, and Cash Designated Shares will be being converted into the right to receive cashthe Cash Consideration. (e) If the tax opinion referred to in Section 7.01(f) cannot be rendered because the counsel or auditors charged with providing such opinion reasonably determines that the Merger may not satisfy the continuity of interest requirements applicable to reorganizations under Section 368(a) of the Code, then Parent shall reduce the number of shares of Company Common Stock entitled to receive the Cash Consideration and correspondingly increase the number of shares of Company Common Stock entitled to receive the Stock Consideration by the minimum amount necessary to enable such tax opinion to be rendered.

Election Procedures. (a) Subject to EQ Shareowner Services shall serve as exchange agent (the allocation “Exchange Agent”) for the payment and election procedures set forth in this Section 2.2, each exchange of the Merger Consideration. (b) Holders of record holder of PCB Common Stock have the right submit an Election Form (or beneficial owner through appropriate and customary documentation and instructionsdefined below) immediately prior to specifying the Effective Time number of shares of Target PCB Common Stock shall be entitled either (i) to elect to receive the Cash Consideration for each such share of Target Common Stock ("Cash Election Shares"), or (ii) to elect to receive the Stock Consideration for each such share of Target Common Stock ("Stock Election Shares"), or (iii) to indicate that such record holder has no preference as to the receipt of cash or Purchaser Common Shares for each such share of Target Common Stock ("Non-Election Shares"). All such elections shall be made on a form furnished by Purchaser for that purpose (a "Form of Election") and reasonably satisfactory to Target. If more than one Certificate shall be surrendered for the account of the same holder, the number of Purchaser Common SharesStock, if any, held by such Holder that such Holder desires to be issued have converted into the right to such holder in exchange for the certificates representing the shares of Target receive BFC Common Stock (a “Stock Election”) and the "Certificates") which have been surrendered shall be computed on the basis of the aggregate number of shares of Target PCB Common Stock represented by all that the Holder desires to have converted into the right to receive the Per Share Amount in cash (a “Cash Election”). (c) An election form (“Election Form”), together with a Letter of Transmittal (as defined in Section 2.08), shall be mailed no less than twenty (20) Business Days prior to the Certificates surrendered for Election Deadline (as defined below) or on such earlier date as BFC and PCB shall mutually agree (the account “Mailing Date”) to each Holder of such holderrecord of PCB Common Stock as of five (5) Business Days prior to the Mailing Date. Holders of record of shares of Target PCB Common Stock who hold such shares as nominees, trustees or in other representative capacities (each, a "“Representative"”) may submit multiple Forms of ElectionElection Forms, provided that such Representative certifies that each such Election Form of Election covers all the shares of Target PCB Common Stock held by such each Representative for a particular beneficial owner. (b) Not later than . Any shares owned by a Holder who has not, as of the 25th business day prior Election Deadline, made an election by submission to the anticipated Effective Date Exchange Agent of an effective, properly completed Election Form shall be deemed Non-Election Shares. BFC shall make available one or such date more Election Forms as the parties agree may reasonably be requested in writing, Purchaser shall mail a Form writing from time to time by all Persons who become holders (or beneficial owners) of Election and a letter of transmittal to record holders of Target PCB Common Stock as of between the record date for the Target Stockholders initial mailing of Election Forms and the close of business on the Business Day prior to the Election Deadline, and PCB shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) The term “Election Deadline”, as used below, shall mean 5:00 p.m., Eastern time, on the later of (i) the date of the PCB Meeting and (ii) the date that BFC and PCB shall agree is as defined below)near as practicable to five (5) Business Days prior to the expected Closing Date. Elections An election shall be have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by holders the Election Deadline 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 the shares of Target PCB Common Stock covered by delivering such Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form of Election to Harris Trust and Savings Bank, or such other bank or trust compaxx xxxignated by Purchaser and who is reasonably satisfactory to Target (the "Exchange Agent"). To be effective, a Form of Election must be properly completed, signed and submitted to the Exchange Agent by 5:00 p.m. (New York City time) on the last business day prior to the date of the Target Stockholders Meeting (as defined below) or such other time and date as Purchaser and Target may mutually agree (the "Election Deadline"), and accompanied by (1)(x) the Certificates as to which the election is being made or (y) an appropriate guarantee of 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 Stock Certificates are in fact delivered written notice to the Exchange Agent within three New York only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. Shares of PCB Common Stock Exchange held by holders who acquired such shares subsequent to the Election Deadline will be designated Non-Election Shares. In addition, if a Holder of PCB Common Stock either ("NYSE"1) trading days after the date of execution of such guarantee of delivery (does not submit a "Guarantee of Delivery") and properly completed Election Form in a timely fashion or (2) revokes its Election Form prior to the Election Deadline and fails to file a new properly completed and signed letter of transmittal. Failure to deliver Certificates covered by any Guarantee of Delivery within three NYSE trading days after Election Form before the date of execution of deadline, such Guarantee of Delivery shares shall be deemed to invalidate any otherwise properly made electiondesignated Non-Election Shares. Purchaser will have the discretion, which it may delegate in whole or in part Subject to the terms of this Agreement and of the Election Form, the Exchange Agent, Agent shall have discretion to determine whether Forms of Election have any election, revocation or change has been properly completed, signed and submitted or revoked timely made and to disregard immaterial defects in Forms of Election. The the Election Forms, and any good faith decision decisions of Purchaser (or the Exchange Agent) in Agent regarding such matters shall be conclusive binding and bindingconclusive. Neither Purchaser BFC nor the Exchange Agent will shall be under any obligation to notify any person Person of any defect in a Form of Election submitted to the Exchange Agent. The Exchange Agent shall also make all computations contemplated by Section 2.2(c) and all such computations shall be conclusive and binding on the Target Stockholders in the absence of manifest error. Any Form of Election may be changed or revoked prior to the Election Deadline. In the event a Form of Election is revoked prior to the Election Deadline, Pur- chaser shall, or shall cause the Exchange Agent to, cause the Certificates representing the shares of Target Common Stock covered by such Form of Election to be promptly returned without charge to the person submitting the Form of Election upon written request to that effect from such person. For purposes hereof, if a Target Stockholder does not submit a Form of Election which is received by the Exchange Agent prior to the Election Deadline (including a holder who submits and then revokes his or her Form of Election and does not resubmit a Form of Election which is timely received by the Exchange Agent), or if a Target Stockholder submits a Form of Election without the corresponding Certificates or a Guarantee of Delivery, then such Target Stockholder's shares of Target Common Stock shall be deemed to be Non-Election Shares. If any Form of Election is defective in any manner that the Exchange Agent cannot reasonably determine the election preference of the stockholder submitting such Form of Election, the purported election set forth therein shall be deemed to be of no force and effect and then such Target Stockholder's shares of Target Common Stock shall, for purposes hereof, be deemed to be Non-Election Shares. (c) Within five business days after the Election Deadline (the "Measurement Date"), the Exchange Agent shall effectuate the allocation among holders of Target Common Stock of rights to receive Purchaser Common Shares or cash in the Merger in accordance with the Forms of Election as follows: (i) If the number of Stock Election Shares is less than or equal to 3,846,154 (the "Stock Conversion Number"), then: (1) all Stock Election Shares will be converted into the right to receive Purchaser Common Shares, (2) the Exchange Agent will select first from among the Non-Election Shares by a random selection process as shall be mutually determined by Purchaser and Target as shall be further described in the an Election Form, then (if necessary) will allocate pro rata from among the Cash Election Shares (provided that each holder of such Cash Election Shares holds 1,000 or more shares of Target Common Stock), and then (if necessary) will allocate pro rata from among the remaining Cash Election Shares, a sufficient number of such shares ("Stock Designated Shares") such that the number of Stock Designated Shares will, when added to the number of Stock Election Shares, equal as closely as practicable the Stock Conversion Number, and all Stock Designated Shares will be converted into the right to receive Purchaser Common Shares, and (3) the Cash Election Shares (subject to the provisions of Sections 2.1(e) and (f) with respect to any Dissenting Shares) and the Non-Election Shares which are not Stock Designated Shares will be converted into the right to receive cash; or (ii) If the number of Stock Election Shares is greater than the Stock Conversion Number, then: (1) the Exchange Agent will allocate pro rata first from among the Stock Election Shares (provided that each holder of such Stock Election Shares holds less than 1,000 shares of Target Common Stock) and then (if necessary) will allocate pro rata from among the remaining Stock Election Shares, a sufficient number of such shares ("Cash Designated Shares") such that when the number of Cash Designated Shares is subtracted from the number of Stock Election Shares, the remaining Stock Election Shares will equal as closely as practicable the Stock Conversion Number and all such remaining Stock Election Shares will be converted into the right to receive Purchaser Common Shares, and (2) the Cash Election Shares, Non-Election Shares, and Cash Designated Shares will be converted into the right to receive cash.