Common use of Elections Clause in Contracts

Elections. (a) Each person who, on or prior to the Election Date referred to in paragraph (c) below, is a record holder of shares of Company Common Stock (other than holders of shares to be canceled as set forth in Section 2.06(a)) will be entitled, with respect to all or any portion of his shares, to make an unconditional election (a "Cash Election") on or prior to such Election Date to receive the Cash Consideration (subject to Section 2.06), on the basis hereinafter set forth. (b) Prior to the mailing of the Proxy Statement, IHK shall appoint the Exchange Agent for the payment of the Merger Consideration. (c) The Company shall prepare and mail a form of election, which form shall be subject to the reasonable approval of IHK and Merger Sub (the "Form of Election"), with the Proxy Statement to the record holders of shares of Company Common Stock as of the record date for the Company Stockholders' Meeting, which Form of Election shall be used by each record holder of shares of Company Common Stock who wishes to make a Cash Election, subject to the provisions of Section 2.06 hereof, for any or all shares of Company Common Stock held by such holder. The Company will use commercially reasonable efforts to make the Form of Election and the Proxy Statement available to all persons who become holders of shares of Company Common Stock during the period between such record date and the Election Date referred to below. Any such holder's Cash Election shall have been properly made only if the Exchange Agent shall have received at its designated office, by 5:00 p.m., New York City time on the Business Day (the "Election Date") next preceding the day on which the vote is taken at the Company Stockholders' Meeting (or any adjournment thereof) a Form of Election properly completed and signed and accompanied by certificates for the shares of Company Common Stock to which such Form of Election relates (or by 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 certificates are in fact delivered to the Exchange Agent within three NYSE trading days after the date of execution of such guarantee of delivery). Failure to deliver shares covered by such a guarantee of delivery within the time set forth therein shall invalidate an otherwise properly made Cash Election. (d) Any Form of Election may be revoked by the stockholder submitting it to the Exchange Agent only by written notice received by the Exchange Agent (i) prior to 5:00 p.m., New York City time, on the Election Date or (ii) after the date of the Company Stockholders Meeting, if (and to the extent that) the Exchange Agent is legally required to permit revocations and the Effective Time shall not have occurred prior to such date. In addition, all Forms of Election shall automatically be revoked if the Exchange Agent is notified in writing by IHK, Merger Sub and the Company that the Merger has been abandoned. If a Form of Election is revoked, the certificate or certificates (or guarantees of delivery, as appropriate) for the shares of Company Common Stock to which such Form of Election relates shall be promptly returned to the stockholder submitting the same to the Exchange Agent. (e) The determination of the Exchange Agent shall be binding as to whether or not elections to receive the Cash Consideration have been properly made or revoked pursuant to this Section 2.11 with respect to shares of Company Common Stock and when elections and revocations were received by it. If the Exchange Agent determines that any Cash Election was not properly made with respect to shares of Company Common Stock, such shares of Company Common Stock shall be treated by the Exchange Agent as shares of Company Common Stock which were not Cash Election Shares at the Effective Time, and such shares of Company Common Stock shall be exchanged in the Merger for Stock Consideration pursuant to Section 2.06. The Exchange Agent shall also make all computations as to the allocation and the proration contemplated by Section 2.06, and any such computation shall be conclusive and binding on the holders of shares of Company Common Stock. The Exchange Agent may, with the mutual agreement of IHK and Merger Sub, make such rules as are consistent with this Section 2.11 for the implementation of the elections provided for herein as shall be necessary or desirable fully to effect such elections.

Elections. (a) Each person who, on or prior to the Election Date referred to in paragraph (c) below, is a record holder of shares of Company Common Stock (other than holders of shares to be canceled as set forth in Section 2.06(a)) Shares will be entitled, with respect to all or any portion of his sharesShares, to make an unconditional election (a an "Cash LCA Stock Election") on or prior to such Election Date to receive the Cash Consideration retain Retained LCA Shares (subject to Section 2.062.03), on the basis hereinafter set forth. (b) Prior to the mailing of the Proxy StatementStatement (as defined below), IHK the Sub shall appoint a bank or trust company to act as paying agent (the Exchange Agent "Paying Agent") for the payment of the Merger Consideration. (c) The Company shall prepare and mail a form of election, which form shall be subject to the reasonable approval of IHK and Merger the Sub (the "Form of Election"), with the Proxy Statement to the record holders of shares of Company Common Stock Shares as of the record date for the Company Stockholders' MeetingStockholders Meeting (as defined below), which Form of Election shall be used by each record holder of shares of Company Common Stock Shares who wishes to make a Cash Electionan LCA Stock Election for any or all Shares held, subject to the provisions of Section 2.06 2.03 hereof, for any or all shares of Company Common Stock held by such holder. The Company will use commercially reasonable efforts to make the Form of Election and the Proxy Statement available to all persons who become holders of shares of Company Common Stock Shares during the period between such record date and the Election Date referred to below. Any such holder's Cash Election election to retain Retained LCA Shares shall have been properly made only if the Exchange Paying Agent shall have received at its designated office, by 5:00 p.m., New York City time on the Business Day business day (the "Election Date") next preceding the day on which the vote on the Stockholder Approvals is taken at the Company Stockholders' Stockholders Meeting (or any adjournment thereof) a Form of Election properly completed and signed and accompanied by certificates for the shares of Company Common Stock Shares to which such Form of Election relates (or by 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 certificates are in fact delivered to the Exchange Paying Agent within three (3) NYSE trading days after the date of execution of such guarantee of delivery). Failure to deliver shares covered by such a guarantee of delivery within the time set forth therein shall invalidate an otherwise properly made Cash Election. (d) Any Form of Election may be revoked by the stockholder submitting it to the Exchange Paying Agent only by written notice received by the Exchange Paying Agent (i) prior to 5:00 p.m., New York City time, time on the Election Date or (ii) after the date of the Company Stockholders Meeting, if (and to the extent that) the Exchange Paying Agent is legally required to permit revocations and the Effective Time of the Merger shall not have occurred prior to such date. In addition, all Forms of Election shall automatically be revoked if the Exchange Paying Agent is notified in writing by IHK, Merger the Sub and the Company that the Merger has been abandoned. If a Form of Election is revoked, the certificate or certificates (or guarantees of delivery, as appropriate) for the shares of Company Common Stock Shares to which such Form form of Election relates shall be promptly returned to the stockholder submitting the same to the Exchange Paying Agent. (e) The determination of the Exchange Paying Agent shall be binding as to whether or not elections to receive the Cash Consideration retain Retained LCA Shares have been properly made or revoked pursuant to this Section 2.11 2.02 with respect to shares of Company Common Stock Shares and when elections and revocations were received by it. If the Exchange Paying Agent determines that any Cash Election election to retain Retained LCA Shares was not properly made with respect to shares of Company Common StockShares, such shares of Company Common Stock Shares shall be treated by the Exchange Paying Agent as shares of Company Common Stock Shares which were not Cash Election Electing Shares at the Effective TimeTime of the Merger, and such shares of Company Common Stock Shares shall be exchanged in the Merger for Stock Consideration cash pursuant to Section 2.062.01(a)(ii). The Exchange Paying Agent shall also make all computations as to the allocation and the proration contemplated by Section 2.062.03, and any such computation shall be conclusive and binding on the holders of shares of Company Common StockShares. The Exchange Paying Agent may, with the mutual agreement of IHK the Sub and Merger Subthe Company, make such rules as are consistent with this Section 2.11 2.02 for the implementation of the elections provided for herein as shall be necessary or desirable fully to effect such elections.

Elections. (ai) Each person Person who, on or prior to the Business Day next preceding the date of the Special Meeting (the "Election Date referred to in paragraph (c) belowDate"), is a record holder of shares of Company Common Stock (other than holders of shares to be canceled as set forth in Section 2.06(a)) will be entitled, with respect to all or any portion of his such shares, to make an unconditional election (a "Cash Election") on or prior to such Election Date to receive retain the Cash Consideration Stock Election Price (subject to Section 2.06), a "Stock Election") on the basis hereinafter set forth. (bii) Prior to the mailing of the Proxy StatementJoint Disclosure Document, IHK the Company shall appoint an agent reasonably acceptable to AAC (the "Exchange Agent Agent") for the payment purpose of exchanging certificates representing shares of Company Common Stock for the Merger Consideration. (ciii) The Company shall prepare and mail a form of election, which form shall be subject to the reasonable approval of IHK and Merger Sub AAC (the "Form of Election"), with the Proxy Statement Joint Disclosure Document to the record holders of shares of Company Common Stock as of the record date for the Company Stockholders' Special Meeting, which Form of Election shall be used by each record holder of shares of Company Common who makes a Stock who wishes Election with respect to make a Cash Election, subject to the provisions of Section 2.06 hereof, for any or all shares of Company Common Stock held by such holder's shares. The Company will use commercially its reasonable best efforts to make the Form of Election and the Proxy Statement Joint Disclosure Document available to all persons who become holders of shares of Company Common Stock during the period between such record date and the Election Date referred to belowDate. Any such holder's Cash Stock Election shall have been properly made only if the Exchange Agent shall have received at its designated office, by 5:00 p.m., New York City time on the Business Day (the "Election Date") next preceding the day on which the vote is taken at the Company Stockholders' Meeting (or any adjournment thereof) , a Form of Election properly completed and signed and accompanied by certificates for the shares of Company Common Stock to which such Form of Election relates relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such certificates as set forth in such Form of Election from a firm which is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States, provided such certificates are in fact delivered to the Exchange Agent within three NYSE five New York Stock Exchange trading days after the date of execution of such guarantee of delivery). Failure to deliver shares covered by such a guarantee of delivery within the time set forth therein shall invalidate an otherwise properly made Cash Election. (div) Any Form of Election may be revoked by the stockholder holder submitting it to the Exchange Agent only by written notice received by the Exchange Agent (i) prior to 5:00 p.m., New York City time, on the Election Date or (ii) after the date of the Company Stockholders MeetingElection Date, if (and to the extent that) the Exchange Agent is legally required to permit revocations revocations, and the Effective Time shall not have occurred prior to such date. In addition, all Forms of Election shall automatically be revoked if the Exchange Agent is notified in writing by IHK, Merger Sub and AAC or the Company that the Merger has been abandonedabandoned or this Agreement has been terminated. If a Form of Election is revoked, the certificate or certificates (or guarantees of delivery, as appropriate) for the shares of Company Common Stock to which such Form of Election relates shall be promptly returned by the Exchange Agent to the stockholder submitting the same to the Exchange Agent. (ev) The good faith determination of the Exchange Agent shall be binding as to whether or not elections to receive the Cash Consideration Stock Elections have been properly made or revoked pursuant to this Section 2.11 with respect to shares of Company Common Stock and when elections and revocations were received by it. If the Exchange Agent determines that any Cash Election was not properly made with respect to shares of Company Common Stock, such shares of Company Common Stock shall be treated by the Exchange Agent as shares of Company Common Stock which were not Cash Election Shares at the Effective Time, and such shares of Company Common Stock shall be exchanged in the Merger for Stock Consideration pursuant to Section 2.06. The Exchange Agent shall also make all computations as to the allocation and the proration contemplated by Section 2.06, and any such computation shall be conclusive and binding on the holders of shares of Company Common Stock. The Exchange Agent may, with the mutual agreement of IHK and Merger Sub, make such rules as are consistent with this Section 2.11 for the implementation of the elections provided for herein as shall be necessary or desirable fully to effect such elections.ss.2

Elections. (a) Each person who, on or prior to the Election Date referred to in paragraph (cb) below, is a record holder of shares of Company Common Stock (other than holders of shares to be canceled as set forth in Section 2.06(a)) will shall be entitled, with respect to all or any portion of his such shares, to make an unconditional election (a "Cash Election") Stock Election on or prior to such Election Date to receive the Cash Consideration (subject to Section 2.06)Date, on the basis hereinafter set forth. (b) Prior to the mailing of the Proxy Statement, IHK shall appoint the Exchange Agent for the payment of the Merger Consideration. (c) The Company Parent shall prepare and mail a form of election, which form shall be subject to the reasonable approval of IHK and Merger Sub the Company (the "Form of Election"), ) and shall be mailed with the Joint Proxy Statement (as defined in Section 6.01(a)) to the record holders of shares of Company Common Stock as of the record date for the Company Stockholders' MeetingStockholders Meeting (as defined in Section 6.01(d)), which Form of Election shall be used by each record holder of shares of Company Common Stock who wishes to make a Cash Election, subject elect to receive the provisions of Section 2.06 hereof, Stock Election Amount for any or all shares of Company Common Stock held by such holder. The Company will shall use commercially all reasonable efforts to make the Form of Election and the Joint Proxy Statement available to all persons who become record holders of shares of Company Common Stock during the period between such record date and the Election Date referred to belowDate. Any such holder's Cash election to receive the Stock Election Amount shall have been properly made only if the Exchange Agent shall have received at its designated office, by 5:00 p.m., New York City time Pacific Coast time, on the Business Day business day (the "Election Date") next immediately preceding the day on which the vote is taken at date of the Company Stockholders' Meeting (or any adjournment thereof) Stockholders Meeting, a Form of Election properly completed and signed and accompanied by certificates Certificates for the shares of Company Common Stock to which such Form of Election relates relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or accompanied by an appropriate guarantee of delivery of such certificates Certificates as set forth in such Form of Election from a firm which is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States, provided such certificates Certificates are in fact delivered to the Exchange Agent within three NYSE trading days after the date of execution of such guarantee of delivery). Failure to deliver shares Certificates covered by such a any guarantee of delivery within three NYSE trading days after the time set forth therein date of execution of such guarantee of delivery shall be deemed to invalidate an any otherwise properly made Cash Stock Election. (dc) Any Form of Election may be revoked revoked, by the stockholder submitting it who submitted such Form of Election to the Exchange Agent Agent, only by written notice received by the Exchange Agent (i) prior to 5:00 p.m., New York City Pacific Coast time, on the Election Date or (ii) after the date of the Company Stockholders Meetingsuch time, if (and only to the extent that) the Exchange Agent is legally required to permit revocations and only if the Effective Time shall not have occurred prior to such date. In addition, all Forms of Election shall automatically be revoked if the Exchange Agent is notified in writing by IHK, Merger Sub Parent and the Company that the Merger has been abandoned. If a Form of Election is revoked, the certificate Certificate or certificates Certificates (or guarantees of delivery, as appropriate) for the shares of Company Common Stock to which such Form of Election relates shall be promptly returned to the stockholder submitting the same to the Exchange Agent. (ed) The determination of the Exchange Agent in its sole discretion shall be binding as to whether or not elections to receive the Cash Consideration Stock Election Amount have been properly made or revoked pursuant to this Section 2.11 2.03 with respect to shares of Company Common Stock and when elections and revocations were received by it. If no Form of Election is received with respect to shares of Company Common Stock, or if the Exchange Agent determines that any Cash election to receive the Stock Election Amount was not properly made with respect to shares of Company Common Stock, such shares of Company Common Stock shall be treated by the Exchange Agent as shares of Company Common Stock which were not Cash Election Non-Electing Shares at the Effective Time, and such shares of Company Common Stock shall be exchanged converted into the right to receive the Cash Election Price in the Merger for Stock Consideration pursuant to accordance with Section 2.062.01(c)(3)(ii). The Exchange Agent shall also make all computations as to the allocation and the proration contemplated by Section 2.062.01(e), and absent manifest error any such computation shall be conclusive and binding on the holders of shares of Company Common Stock. The Exchange Agent may, with the mutual agreement of IHK Parent and Merger Subthe Company, make such rules as are consistent with this Section 2.11 2.03 for the implementation of the elections provided for herein as shall be necessary or desirable fully to effect such elections.

Elections. (a) Each person who, on or prior to the Election Date referred to in paragraph (c) below, is a record holder of shares of Company Common Stock (other than holders of shares to be canceled as set forth in Section 2.06(a)) Shares will be entitled, with respect to all or any portion of his sharesShares, to make an unconditional election (a "Non-Cash Election") on or prior to such Election Date to receive the Cash Consideration retain Retained Shares (subject to Section 2.062.03), on the basis hereinafter set forth. (b) Prior to the mailing of the Proxy Statement, IHK the Sub shall appoint a bank or trust company to act as paying agent (the Exchange Agent "Paying Agent") for the payment of the Merger Consideration. (c) The Company shall prepare and mail a form of election, which form shall be subject to the reasonable approval of IHK and Merger the Sub (the "Form of Election"), with the Proxy Statement to the record holders of shares of Company Common Stock Shares as of the record date for the Company Stockholders' Stockholders Meeting, which Form of Election shall be used by each record holder of shares of Company Common Stock Shares who wishes to make a Cash Electionelect to retain Retained Shares for any or all Shares held, subject to the provisions of Section 2.06 2.03 hereof, for any or all shares of Company Common Stock held by such holder. The Company will use commercially reasonable efforts to make the Form of Election and the Proxy Statement available to all persons who become holders of shares of Company Common Stock Shares during the period between such record date and the Election Date referred to below. Any such holder's Cash Election election to retain Retained Shares shall have been properly made only if the Exchange Paying Agent shall have received at its designated office, by 5:00 p.m., New York City time on the Business Day business day (the "Election Date") next preceding the day on which date of the vote is taken at the Company Stockholders' Stockholders Meeting (or any adjournment thereof) a Form of Election properly completed and signed and accompanied by certificates for the shares of Company Common Stock Shares to which such Form of Election relates relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such certificates as set forth in such Form of Election from a firm which is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States, provided such certificates are in fact delivered to the Exchange Paying Agent within three (3) NYSE trading days after the date of execution of such guarantee of delivery). Failure to deliver shares covered by such a guarantee of delivery within the time set forth therein shall invalidate an otherwise properly made Cash Election. (d) Any Form of Election may be revoked by the stockholder submitting it to the Exchange Paying Agent only by written notice received by the Exchange Paying Agent (i) prior to 5:00 p.m., New York City time, time on the Election Date or (ii) after the date of the Company Stockholders Meeting, if (and to the extent that) the Exchange Paying Agent is legally required to permit revocations and the Effective Time of the Merger shall not have occurred prior to such date. In addition, all Forms of Election shall automatically be revoked if the Exchange Paying Agent is notified in writing by IHK, Merger the Sub and the Company that the Merger has been abandoned. If a Form of Election is revoked, the certificate or certificates (or guarantees of delivery, as appropriate) for the shares of Company Common Stock Shares to which such Form form of Election relates shall be promptly returned to the stockholder submitting the same to the Exchange Paying Agent. (e) The determination of the Exchange Paying Agent shall be binding as to whether or not elections to receive the Cash Consideration retain Retained Shares have been properly made or revoked pursuant to this Section 2.11 2.02 with respect to shares of Company Common Stock Shares and when elections and revocations were received by it. If the Exchange Paying Agent determines that any Cash Election election to retain Retained Shares was not properly made with respect to shares of Company Common StockShares, such shares of Company Common Stock Shares shall be treated by the Exchange Paying Agent as shares of Company Common Stock Shares which were not Cash Election Electing Shares at the Effective TimeTime of the Merger, and such shares of Company Common Stock Shares shall be exchanged in the Merger for Stock Consideration cash pursuant to Section 2.062.01(a)(ii). The Exchange Paying Agent shall also make all computations as to the allocation and the proration contemplated by Section 2.062.03, and any such computation shall be conclusive and binding on the holders of shares of Company Common StockShares. The Exchange Paying Agent may, with the mutual agreement of IHK the Sub and Merger Subthe Company, make such rules as are consistent with this Section 2.11 2.02 for the implementation of the elections provided for herein as shall be necessary or desirable fully to effect such elections.

Elections. (ai) Each All Elections made pursuant to Section 1.6(a) shall be made on a form designated for that purpose that is reasonably acceptable to Parent and the Company (an “Election Form”). A holder acting in different capacities or acting on behalf of different beneficial owners shall be entitled to submit an Election Form for each capacity in which such holder so acts with respect to each person whofor which it so acts. (ii) Parent shall cause the Exchange Agent to mail the Election Form to each of the Company’s stockholders entitled to vote at the Company Stockholders’ Meeting, on or at the time that the Joint Proxy Statement/Prospectus is provided to the shareholders of the Company. Parent shall cause the Exchange Agent to use reasonable best efforts to make available as promptly as possible an Election Form to any shareholder of the Company who requests such Election Form following the initial mailing of the Election Form and prior to the Election Date referred to in paragraph (c) below, is a record holder of shares of Company Common Stock (other than holders of shares to be canceled as set forth in Section 2.06(a)) will be entitled, with respect to all or any portion of his shares, to make an unconditional election (a "Cash Election") on or prior to such Election Date to receive the Cash Consideration (subject to Section 2.06), on the basis hereinafter set forthDeadline. (biii) Prior to the mailing of the Proxy Statement, IHK Parent shall appoint cause the Exchange Agent for to mail the payment Election Form to each holder of the Merger Consideration. (c) The Company shall prepare and mail a form record of election, which form shall be subject Exchangeable Shares who is entitled to the reasonable approval vote in respect of IHK and Merger Sub (the "Form of Election"), with the Proxy Statement to the record holders of shares of Company Common Stock as of the record date for the Company Stockholders' Meeting’ Meeting pursuant to the outstanding share of Series B Preferred Stock, which at the time that the Joint Proxy Statement/Prospectus is provided to the stockholders of the Company. Such Election Form of Election shall be used by permit each record such holder of shares Exchangeable Shares to complete such Election Form and make an Election as if such holder were the registered holder of Company Common Stock who wishes to make a Cash Election, subject to the provisions of Section 2.06 hereof, for any or all shares of Company Common Stock held by such holder. The Company will use commercially reasonable efforts to make the Form of Election and the Proxy Statement available to all persons who become holders of shares of Company Common Stock during the period between such record date and the Election Date referred to below. Any such holder's Cash Election shall have been properly made only if the Exchange Agent shall have received at its designated office, by 5:00 p.m., New York City time on the Business Day (the "Election Date") next preceding the day on which the vote is taken at the Company Stockholders' Meeting (or any adjournment thereof) a Form of Election properly completed and signed and accompanied by certificates for the shares of Company Common Stock to which such Form holder of Election relates (or by 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 Exchangeable Shares will be entitled on completion of the National Association of Securities Dealers, Inc. Redemption or a commercial bank or trust company having an office or correspondent in the United States, provided such certificates are in fact delivered Exchange. Parent shall use reasonable best efforts to cause the Exchange Agent within three NYSE trading days after to make available as promptly as practicable an Election Form to any holder of Exchangeable Shares who requests such Election Form following the date initial mailing of execution of such guarantee of delivery). Failure to deliver shares covered by such a guarantee of delivery within the time set forth therein shall invalidate an otherwise properly made Cash Election. (d) Any Election Form of Election may be revoked by the stockholder submitting it and prior to the Exchange Agent only Election Deadline. For all purposes hereunder such an Election by written notice received by the Exchange Agent (i) prior to 5:00 p.m., New York City time, on the a holder of Exchangeable Shares will be considered an Election Date or (ii) after the date of the Company Stockholders Meeting, if (and to the extent that) the Exchange Agent is legally required to permit revocations and the Effective Time shall not have occurred prior to such date. In addition, all Forms of Election shall automatically be revoked if the Exchange Agent is notified in writing by IHK, Merger Sub and the Company that the Merger has been abandoned. If a Form of Election is revoked, the certificate or certificates (or guarantees of delivery, as appropriate) for the shares of Company Common Stock to which such Form of Election relates shall be promptly returned to the stockholder submitting the same to the Exchange Agent. (e) The determination of the Exchange Agent shall be binding as to whether or not elections to receive the Cash Consideration have been properly made or revoked pursuant to this Section 2.11 with respect to shares of Company Common Stock and when elections and revocations were received by it. If the Exchange Agent determines that any Cash Election was not properly made with respect to shares of Company Common Stock, such shares subject to completion of Company Common Stock the Redemption or Exchange. (iv) Any Election shall be treated by deemed to have been made properly only if the Exchange Agent shall have received, by the Election Deadline, an Election Form properly completed and signed. For purposes of this Agreement, “Election Deadline” means 5:00 p.m. Eastern time on the later of (i) the date of the Company Stockholders’ Meeting and (ii) the date that Parent and the Company shall agree is as shares of Company Common Stock which were not Cash Election Shares at the Effective Time, and such shares of Company Common Stock shall be exchanged in the Merger for Stock Consideration pursuant near as practicable to Section 2.06. The Exchange Agent shall also make all computations as ten (10) Business Days prior to the allocation expected Closing Date. Parent and the proration contemplated by Section 2.06, and any such computation Company shall be conclusive and binding on cooperate to issue a press release announcing the holders of shares of Company Common Stock. The Exchange Agent may, with the mutual agreement of IHK and Merger Sub, make such rules as are consistent with this Section 2.11 for the implementation date of the elections provided for herein as shall be necessary or desirable fully Election Deadline not more than fifteen (15), but at least ten (10), Business Days prior to effect such electionsthe Election Deadline.

Elections. (a) Each person whoholder of record of Company Capital Stock issued and outstanding immediately prior to the Election Deadline shall have the right, subject to the limitations set forth in this Article II, to submit an Election on or prior to the Election Date referred to Deadline in paragraph (c) below, is a record holder of shares of Company Common Stock (other than holders of shares to be canceled as set forth in Section 2.06(a)) will be entitled, accordance with respect to all or any portion of his shares, to make an unconditional election (a "Cash Election") on or prior to such Election Date to receive the Cash Consideration (subject to Section 2.06), on the basis hereinafter set forthfollowing procedures. (bi) Prior to Concurrently with the mailing of the Proxy StatementStatement (the “Mailing Date”), IHK the Company shall appoint cause an election form, in such form as Parent shall specify and that is reasonably acceptable to the Exchange Agent Company and satisfies the requirements set forth in the Finnish Companies Act (624/2006, as amended from time to time) (“Finnish Companies Act”) for the payment subscription of the Merger Consideration. (c) The Company shall prepare and mail a form of election, which form shall be subject to the reasonable approval of IHK and Merger Sub shares (the "Form of Election"“Election Form”) (and which shall comply with Section 2.7(b)(ii), with the Proxy Statement ) to the be mailed to record holders of shares of Company Common Capital Stock as of the record date for the Company Stockholders' Stockholder Meeting, which Form of Election shall be used by each record holder of shares of Company Common Stock who wishes to make a Cash Election, subject to the provisions of Section 2.06 hereof, for any or all shares of Company Common Stock held by such holder. The Company will use commercially reasonable efforts shall make available one or more Election Forms as may reasonably be requested from time to make the Form of Election and the Proxy Statement available to time by all persons who become holders of shares of Company Common Capital Stock during the period between such following the record date and the Election Date referred to below. Any such holder's Cash Election shall have been properly made only if the Exchange Agent shall have received at its designated office, by 5:00 p.m., New York City time on the Business Day (the "Election Date") next preceding the day on which the vote is taken at for the Company Stockholders' Stockholders Meeting (or any adjournment thereof) a Form of Election properly completed and signed and accompanied by certificates for the shares of Company Common Stock to which such Form of Election relates (or by 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 certificates are in fact delivered to the Exchange Agent within three NYSE trading days after the date of execution of such guarantee of delivery). Failure to deliver shares covered by such a guarantee of delivery within the time set forth therein shall invalidate an otherwise properly made Cash Election. (d) Any Form of Election may be revoked by the stockholder submitting it to the Exchange Agent only by written notice received by the Exchange Agent (i) prior to 5:00 p.m., New York City time, on the Business Day immediately prior to the Company Stockholder Meeting (the “Election Date or Deadline”). (ii) after Each Election Form shall permit the date holder (or the beneficial owner through customary documentation and instructions) of the Company Stockholders Meeting, if Capital Stock to specify: (and to the extent thati) the Exchange Agent is legally required to permit revocations and the Effective Time shall not have occurred prior to number of such date. In addition, all Forms of Election shall automatically be revoked if the Exchange Agent is notified in writing by IHK, Merger Sub and the holder’s Company that the Merger has been abandoned. If a Form of Election is revoked, the certificate or certificates (or guarantees of delivery, as appropriate) for the shares of Company Common Capital Stock with respect to which such Form of Election relates shall be promptly returned to the stockholder submitting the same to the Exchange Agent. (e) The determination of the Exchange Agent shall be binding as to whether or not elections holder elects to receive the Cash Consideration (such an election with respect to any Company Capital Stock, a “Cash Election”, and such Company Capital Stock, the “Cash Election Stock”); (ii) the number of such holder’s Company Capital Stock with respect to which such holder elects to receive the Share Consideration (such an election with respect to any Company Capital Stock, a “Share Election”, and such Company Capital Stock, the “Share Election Stock”); and (iii) the number of such holder’s Company Capital Stock with respect to which such holder elects to receive the Mixed Consideration (such an election with respect to any Company Capital Stock, a “Mixed Election”, and such Company Capital Stock, the “Mixed Election Stock”). Any Cash Election, Share Election or Mixed Election shall be referred to herein as an “Election” and each Share Election and Mixed Election shall be subject to Section 2.7(c). Any share of Company Capital Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before the Election Deadline shall be deemed to be Cash Election Stock. (iii) Any Election made pursuant to this Section 2.7(b) will have been properly made only if the Exchange Agent will have actually received a properly completed Election Form, in the case of a Share Election or a Mixed Election in respect of any Company Capital Stock represented by a Company Certificate, together with the applicable Company Certificate, by the Election Deadline. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall, in consultation with Parent and the Company, have reasonable discretion to determine whether any Election has been properly made and to disregard immaterial defects in the Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election Form. (iv) Parent and the Company shall publicly announce the anticipated Election Deadline at least three (3) Business Days prior to the anticipated Election Deadline. If the Company Stockholder Meeting is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (v) Any Election Form may be revoked pursuant to this Section 2.11 with respect to shares all or a portion of the Company Common Capital Stock and when elections and revocations were subject thereto by the holder who submitted the applicable Election Form by written notice received by it. If the Exchange Agent determines that any prior to the Election Deadline. If an Election Form is revoked, the Company Capital Stock as to which such Election previously applied shall be Cash Election was not Stock unless a contrary Election is subsequently submitted by the holder prior to the Election Deadline. Furthermore, if the beneficial ownership of a share of Company Capital Stock is transferred after an Election is made by the transferor and no subsequent election is properly made with respect to shares such share of Company Common StockCapital Stock by the transferee prior to the Election Deadline (or such transfer occurs after the Election Deadline), then such shares share of Company Common Stock shall be treated by the Exchange Agent as shares deemed to be Cash Election Stock. (vi) Each holder of Company Common Capital Stock which were not Cash Election Shares at the Effective Time, and such shares of Company Common Stock electing Share Consideration or Mixed Consideration shall be exchanged in deemed to have subscribed for Parent Shares under the Merger for Stock Consideration pursuant to Section 2.06. The Exchange Agent shall also make all computations as to Finnish Companies Act by validly executing the allocation and the proration contemplated by Section 2.06, and any such computation shall be conclusive and binding on the holders of shares of Company Common Stock. The Exchange Agent may, with the mutual agreement of IHK and Merger Sub, make such rules as are consistent with this Section 2.11 for the implementation of the elections provided for herein as shall be necessary or desirable fully to effect such electionsElection Form.

Elections. (a) Each person who, on or prior to the Election Date referred to in paragraph (c) belowSection 2.04(b), is a record holder of shares of Company Common Stock (other than holders which for this purpose shall be deemed to include an authorized representative of the persons entitled to receive the 2,500,000 shares of Company Common Stock reserved for issuance pursuant to be canceled as set forth the Stipulation of Settlement in Section 2.06(a)the Company's class action and derivative lawsuits) will shall be entitled, with respect to all or any portion of his such shares, to make an unconditional election (a "Share Election or an unconditional Cash Election") , in each case specifying that number of shares of Company Common Stock such holder desires to have converted into the Share Consideration and that number of shares of Company Common Stock such holder desires to have converted into the Cash Consideration, as applicable, on or prior to such Election Date to receive the Cash Consideration (subject to Section 2.06)Date, on the basis hereinafter set forth. (b) Prior to the mailing of the Proxy Statement, IHK shall appoint the Exchange Agent for the payment of the Merger Consideration. (c) The Company Parent shall prepare and mail a form of election, which form shall be subject to the reasonable approval of IHK and Merger Sub the Company (the "Form of Election"), ) and shall be mailed with the Proxy Statement to the record holders of shares of Company Common Stock as of the record date for the Company Stockholders' Stockholders Meeting, which Form of Election shall be used by each record holder of shares of Company Common Stock who wishes to make a elect to receive the Share Consideration or the Cash ElectionConsideration, subject to the provisions of Section 2.06 hereofas applicable, for any or all shares of Company Common Stock held by such holder. The Company will shall use commercially all reasonable efforts to make the Form of Election and the Proxy Statement available to all persons who become record holders of shares of Company Common Stock during the period between such record date and the Election Date referred and to belowthe authorized representative of the persons entitled to receive the 2,500,000 shares of Company Common Stock reserved for issuance pursuant to the Stipulation of Settlement in the Company's class action and derivative lawsuits. Any such holder's (and such authorized representative's) election to receive the Share Consideration or the Cash Election Consideration, as applicable, shall have been properly made only if the Exchange Agent shall have received at its designated office, by 5:00 p.m., New York City time time, on the Business Day business day immediately preceding the date of the Stockholders Meeting (the "Election Date") next preceding the day on which the vote is taken at the Company Stockholders' Meeting (or any adjournment thereof) ), a Form of Election properly completed and signed and (other than in the case of such authorized representative) accompanied by certificates Certificates for the shares of Company Common Stock to which such Form of Election relates relates, duly endorsed in blank or otherwise in a form acceptable for transfer on the books of the Company (or accompanied by an appropriate guarantee of delivery of such certificates Certificates as set forth in such Form of Election from a firm which that is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States, provided such certificates are in fact delivered to the Exchange Agent within three NYSE trading days after the date of execution of such guarantee of delivery). Failure to deliver shares covered by such a guarantee of delivery within the time set forth therein shall invalidate an otherwise properly made Cash Election. (dc) Any Form of Election may be revoked revoked, by the stockholder submitting it who submitted such Form of Election to the Exchange Agent Agent, only by written notice received by the Exchange Agent (i) prior to 5:00 p.m., New York City time, on the Election Date or (ii) after the date of the Company Stockholders Meetingsuch time, if (and only to the extent that) the Exchange Agent is legally required to permit revocations and only if the Effective Time shall not have occurred prior to such date. In addition, all Forms of Election shall automatically be revoked if the Exchange Agent is notified in writing by IHK, Merger Sub Parent and the Company that the Merger has been abandoned. If a Form of Election is revoked, the certificate Certificate or certificates Certificates (or guarantees of delivery, as appropriate) for the shares of Company Common Stock to which such Form of Election relates shall be promptly returned to the stockholder submitting that submitted the same to the Exchange Agent. (ed) The determination of the Exchange Agent in its sole discretion shall be binding as to whether or not elections to receive the Share Consideration or the Cash Consideration have been properly made or revoked pursuant to this Section 2.11 2.04 with respect to shares of Company Common Stock and when elections and revocations were received by it. If no Form of Election is received with respect to shares of Company Common Stock, or if the Exchange Agent determines that any Cash Election election to receive the Share Consideration was not properly made with respect to shares of Company Common Stock, the holder of such shares of Company Common Stock shall be treated by the Exchange Agent as shares of Company Common Stock which were not having submitted a Cash Election Shares with respect to such shares and, subject to Section 2.05, such shares shall be converted at the Effective Time, and such shares of Company Common Stock shall be exchanged in Time into the Merger for Stock Consideration pursuant right to Section 2.06receive the Cash Consideration. The Exchange Agent shall also make all computations as to the allocation and the proration contemplated by Section 2.062.05, and absent manifest error any such computation shall be conclusive and binding on the holders of shares of Company Common Stock. The Exchange Agent may, with the mutual agreement of IHK Parent and Merger Subthe Company, make such rules as are consistent with this Section 2.11 2.04 for the implementation of the elections provided for herein as shall be necessary or desirable fully to effect such electionselections and the provisions of this Section 2.04.

Elections. (a) Each person who, on or prior to the Election Date referred to in paragraph (c) below, is a record holder of shares of Company Common Stock (other than holders of shares to be canceled as set forth in Section 2.06(a)) will shall be entitled, with respect to all or any portion of his such shares, to make an unconditional election (a "Stock Election or a Cash Election") Election on or prior to such Election Date to receive the Cash Consideration (subject to Section 2.06)Date, on the basis hereinafter set forth. (b) Prior to the mailing of the Proxy StatementStatement (as defined in Section 3.01(d)), IHK Sub shall appoint a bank or trust company reasonably acceptable to the Company to act as exchange agent (the "Exchange Agent Agent") for the payment of the Merger Consideration. (c) The Company Parent shall prepare and mail a form of election, which form shall be subject to the reasonable approval of IHK and Merger Sub the Company (the "Form of Election"), with the Proxy Statement to the record holders of shares of Company Common Stock as of the record date for the Company Stockholders' MeetingStockholders Meeting (as defined in Section 5.01(b)), which Form of Election shall be used by each record holder of shares of Company Common Stock who wishes to make a elect to receive the Stock Consideration or the Cash Election, subject to the provisions of Section 2.06 hereof, Consideration for any or all shares of Company Common Stock held by such holder. The Company will use commercially reasonable its best efforts to make the Form of Election and the Proxy Statement available to all persons who become record holders of shares of Company Common Stock during the period between such record date and the Election Date referred to below. Any such holder's Cash Election election to receive the Stock Consideration shall have been properly made only if the Exchange Agent shall have received at its designated office, by 5:00 p.m., New York City time time, on the Business Day business day next preceding the date of the Stockholders Meeting (the "Election Date") next preceding the day on which the vote is taken at the Company Stockholders' Meeting (or any adjournment thereof) ), a Form of Election properly completed and signed and accompanied by certificates the Certificates for the shares of Company Common Stock to which such Form of Election relates relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such certificates Certificates as set forth in such Form of Election from a firm which is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States, provided such certificates Certificates are in fact delivered to the Exchange Agent within three NYSE trading days after the date of execution of such guarantee of delivery). Failure to deliver shares covered by such a guarantee of delivery within the time set forth therein shall invalidate an otherwise properly made Cash Election. (d) Any Form of Election may be revoked revoked, by the stockholder submitting it who submitted such Form of Election to the Exchange Agent Agent, only by written notice received by the Exchange Agent (i) prior to 5:00 p.m., New York City time, time on the Election Date or (ii) 60 days after the date the Proxy Statement is first mailed to holders of the Company Stockholders MeetingCommon Stock, if (and to the extent that) the Exchange Agent is legally required to permit revocations and the Effective Time shall not have occurred prior to such date. In addition, all Forms of Election shall automatically be revoked if the Exchange Agent is notified in writing by IHK, Merger Sub Parent and the Company that the Merger has been abandoned. If a Form of Election is revoked, the certificate Certificate or certificates Certificates (or guarantees of delivery, as appropriate) for the shares of Company Common Stock to which such Form of Election relates shall be promptly returned to the stockholder submitting the same to the Exchange Agent. (e) The good faith determination of the Exchange Agent shall be binding as to whether or not elections to receive the Cash Stock Consideration have been properly made or revoked pursuant to this Section 2.11 2.03 with respect to shares of Company Common Stock and when elections and revocations were received by itit shall be binding. If no Form of Election is received with respect to shares of Company Common Stock, or if the Exchange Agent determines that any Cash Election election to receive the Stock Consideration was not properly made with respect to shares of Company Common Stock, a Cash Election shall be deemed to have been made with respect to such shares of Company Common Stock shall be treated by the Exchange Agent as shares of Company Common Stock which were not Cash Election Shares at the Effective Time, and such shares of Company Common Stock shall be exchanged in the Merger for Stock Cash Consideration pursuant to Section 2.062.01(c)(i)(B) (subject to Section 2.01(d)). In addition, for purposes of calculating the Requested Cash Amount, each holder of shares of Company Common Stock who has delivered a demand for appraisal of such holder's shares shall be deemed to have made a Cash Election with respect to such shares. The Exchange Agent shall also make all computations as to the allocation and the proration contemplated by Section 2.062.01(d) (which computation shall be made as soon as practicable following the third NYSE trading day after the Election Date), and absent manifest error any such computation shall be conclusive and binding on the holders of shares of Company Common Stock. The Exchange Agent may, with the mutual agreement of IHK Parent and Merger Subthe Company, make such rules as are consistent with this Section 2.11 2.03 for the implementation of the elections provided for herein as shall be necessary or desirable fully to effect such elections. (f) If, after the Effective Time, a holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost his right to appraisal and payment, such shares shall thereupon be deemed to have been converted into and to have become exchangeable for, at the Effective Time, the right to receive for each such share the amount in cash (and, if applicable, the number of shares of Parent Common Stock (subject to Section 2.02(e))), without interest, that a holder of a share (a "Nondissenting Share") of Company Common Stock who had made or had been deemed to have made a Cash Election with respect to such Nondissenting Share pursuant to Section 2.03 prior to the Election Date would have received with respect to such Nondissenting Share (it being understood that no adjustment shall be made to the proration computation (if any) made following the Election Date to give effect to the withdrawal of, or the failure to perfect, the demand for appraisal with respect to such Dissenting Shares).

Elections. (a) Each person Person (other than Parent, Company and Merger Sub) who, on or prior to as of the Election Date referred to in paragraph (c) belowDeadline, is a record holder of shares of Company Common Stock (other than holders of shares to be canceled as set forth in Section 2.06(a)) will be entitled, with respect to all or any a portion of his sharessuch shares of Company Common Stock, to make an unconditional election (a "Cash “Stock Election") ”), on or prior to such the Election Date Deadline, to receive the Cash Stock Election Consideration (subject to Section 2.06), on the basis hereinafter set forth. (b) Prior to the mailing date the Registration Statement is mailed to the holders of the Proxy StatementCompany Common Stock, IHK shall appoint the Exchange Agent for the payment of the Merger Consideration. (c) The Company Parent shall prepare and mail a form of election, which form shall be subject to the reasonable approval of IHK and Merger Sub the Company (an “Election Form”) pursuant to which a holder of record of shares of Company Common Stock as of the "Election Deadline may make a Stock Election with respect to all or a portion of the shares of Company Common Stock owned by such holder on the Closing Date. The Election Form of Election"), shall be mailed with the Proxy Registration Statement to the record holders of shares of Company Common Stock as of the record date for the Company Stockholders' ’ Meeting, which Form of Election shall be used by each record holder of shares of Company Common Stock who wishes to make a Cash Election, subject to the provisions of Section 2.06 hereof, for any or all shares of Company Common Stock held by such holder. The Company will shall use commercially all reasonable efforts to make the Election Form of Election and the Proxy Registration Statement available to all persons who become record holders of shares of Company Common Stock during the period between such record date and the Election Date referred Deadline, including using reasonable efforts to below. Any mail an Election Form to all such holder's Cash persons who become record holders of Company Common Stock prior to the seventh Business Day prior to the Election Deadline. (c) A Stock Election shall have been properly made be effective only if the Exchange Agent shall have received at its designated office, by no later than 5:00 p.m., New York City time California time, on the date that is two Business Day Days preceding the Closing Date (the "“Election Date") next preceding the day on which the vote is taken at the Company Stockholders' Meeting (or any adjournment thereof) a Deadline”), an Election Form of Election properly completed and signed and accompanied by certificates for covering the shares of Company Common Stock to which such Form of Stock Election relates (or by an appropriate guarantee of delivery of such certificates as applies, executed and completed in accordance with the instructions set forth in such Form Election Form. Any share of Election from a firm Company Common Stock with respect to which is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States, provided such certificates are in fact delivered to the Exchange Agent within three NYSE trading days after has not received an effective Stock Election meeting the date requirements of execution of such guarantee of delivery)this Section 2.2(c) by the Election Deadline shall be deemed not to be a Stock Electing Company Share. Failure to deliver shares covered by such a guarantee of delivery within the time set forth therein shall invalidate an otherwise properly made Cash Election. (d) Any Form of A Stock Election may be revoked or changed only by the stockholder submitting it delivering to the Exchange Agent only by Agent, prior to the Election Deadline, a written notice received by of revocation or, in the Exchange Agent (i) prior case of a change, a properly completed revised Election Form that identifies the shares of Company Common Stock to 5:00 p.m.which such revised Election Form applies, New York City time, on or in the case of a revocation after the Election Date or (ii) after the date of the Company Stockholders MeetingDeadline, such revocation shall be effected if (and only to the extent that) the Exchange Agent is legally required to permit revocations and only if the Effective Time shall not have occurred prior to such date. In addition, all Forms of Election shall automatically be revoked if Delivery to the Exchange Agent is notified in writing by IHK, Merger Sub and prior to the Company that the Merger has been abandoned. If Election Deadline of a revised Election Form of Election is revoked, the certificate or certificates (or guarantees of delivery, as appropriate) for the with respect to any shares of Company Common Stock shall result in the revocation of all prior Election Forms with respect to which all such Form shares of Company Common Stock. Any termination of this Agreement in accordance with Article VIII shall result in the revocation of all Election relates shall be promptly returned to the stockholder submitting the same Forms delivered to the Exchange AgentAgent on or prior to the date of such termination. (ed) The determination of the Exchange Agent in its sole discretion shall be binding as to whether or not elections to receive the Cash Stock Election Consideration have been properly made or revoked pursuant to this Section 2.11 2.2 with respect to shares of Company Common Stock and when elections and revocations were received by it. If the Exchange Agent determines that any Cash Election was not properly made with respect to shares of Company Common Stock, such shares of Company Common Stock shall be treated by the Exchange Agent as shares of Company Common Stock which were not Cash Election Shares at the Effective Time, and such shares of Company Common Stock shall be exchanged in the Merger for Stock Consideration pursuant to Section 2.06. The Exchange Agent shall also make all computations as to the allocation and the proration contemplated by Section 2.062.3, and absent manifest error any such computation shall be conclusive and binding on the holders of shares of Company Common Stock; provided, however that under no circumstances shall the number of shares of Parent Common Stock issuable pursuant to this Agreement be such as to require approval of the holders of Parent Common Stock pursuant to the rules and regulations of The New York Stock Exchange. The Exchange Agent may, with the mutual agreement of IHK Parent and Merger Subthe Company, make such rules as rules, not inconsistent with the terms of this Agreement, governing the validity and effectiveness of Election Forms and the manner and extent to which Stock Elections are consistent with to be taken into account in making the determinations required by this Section 2.11 for the implementation of the elections provided for herein as shall be necessary or desirable fully to effect such electionsArticle.

Elections. (a) Each person who, on or Record Holder immediately prior to the Election Date referred to in paragraph (c) below, is a record holder of shares Effective Time of Company Common Stock (other than holders of shares to be canceled as set forth in Section 2.06(a)) Shares will be entitled, with respect entitled to elect to receive Exchangeable Shares for all or any a portion of his sharessuch shares (an "Election"). All such elections shall be made on a Letter of Transmittal. Record Holders of Company Common Shares who hold Company Common Shares as nominees, to make an unconditional election trustees or in other representative capacities (a "Cash ElectionRepresentative") on or prior to such Election Date to receive the Cash Consideration (subject to Section 2.06), on the basis hereinafter set forthmay submit multiple Letters of Transmittal. (b) Prior Elections shall be made by holders of Company Common Shares by mailing a Letter of Transmittal to the mailing Depositary. To be effective, a Letter of Transmittal must be properly completed, signed and submitted to the Proxy StatementDepositary. FCE will have the discretion, IHK which it may delegate in whole or in part to the Depositary, to determine whether Letters of Transmittal have been properly completed, signed and submitted and to disregard defects therein. The decision of FCE (or the Depositary) in such matters shall appoint be conclusive and binding. Neither FCE nor the Exchange Agent for Depositary will be under any obligation to notify any person of any defect in a Letter of Transmittal submitted to the payment of the Merger ConsiderationDepositary. (c) The Company shall prepare and mail For the purposes hereof, a form of election, which form shall be subject to the reasonable approval of IHK and Merger Sub (the "Form of Election"), with the Proxy Statement to the record holders of shares holder of Company Common Stock Shares who does not submit a Letter of Transmittal and Election Form which is received by the Depositary prior to the Election Deadline (as hereinafter defined) will be deemed not to have made an election, and shall receive FCE Common Stock. If FCE or the Depositary shall determine that any purported election was not properly made, such purported election shall be deemed to be of no force and effect. (d) FCE and the Company shall each use their best efforts to mail the Letter of Transmittal to all persons who become Shareholders during the period between the record date for the Company Stockholders' MeetingMeeting and 10:00 a.m. Calgary time, which Form of Election shall be used by each record holder of shares of Company Common Stock who wishes to make a Cash Election, subject on the date seven calendar days prior to the provisions of Section 2.06 hereof, for any or all shares of Company Common Stock held by such holder. The Company will use commercially reasonable efforts anticipated Effective Date and to make the Form Letter of Election and Transmittal available on xxx.xxxxx.xxx. A Letter of Transmittal must be received by the Proxy Statement available to all persons who become holders Depositary by the close of shares of Company Common Stock during the period between such record date and the Election Date referred to below. Any such holder's Cash Election shall have been properly made only if the Exchange Agent shall have received at its designated office, by 5:00 p.m., New York City time business on the last Business Day prior to the Effective Date (the "Election DateDeadline") next preceding the day on which the vote is taken at the Company Stockholders' Meeting (or any adjournment thereof) a Form in order to be effective. A Letter of Election properly completed and signed and accompanied by certificates for the shares of Company Common Stock to which such Form of Election relates (or by 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 certificates are in fact delivered to the Exchange Agent within three NYSE trading days after the date of execution of such guarantee of delivery). Failure to deliver shares covered by such a guarantee of delivery within the time set forth therein shall invalidate an otherwise properly made Cash Election. (d) Any Form of Election Transmittal may not be revoked after receipt thereof by the stockholder submitting it to the Exchange Agent only by written notice received by the Exchange Agent (i) prior to 5:00 p.m., New York City time, on the Election Date or (ii) after the date of the Company Stockholders Meeting, if (and to the extent that) the Exchange Agent is legally required to permit revocations and the Effective Time shall not have occurred prior to such date. In addition, all Forms of Election shall automatically be revoked if the Exchange Agent is notified in writing by IHK, Merger Sub and the Company that the Merger has been abandoned. If a Form of Election is revoked, the certificate or certificates (or guarantees of delivery, as appropriate) for the shares of Company Common Stock to which such Form of Election relates shall be promptly returned to the stockholder submitting the same to the Exchange AgentDepositary. (e) The determination of the Exchange Agent shall be binding as to whether or not elections to receive the Cash Consideration have been properly made or revoked pursuant to this Section 2.11 with respect to shares of Company Common Stock and when elections and revocations were received by it. If the Exchange Agent determines that any Cash Election was not properly made with respect to shares of Company Common Stock, such shares of Company Common Stock shall be treated by the Exchange Agent as shares of Company Common Stock which were not Cash Election Shares at the Effective Time, and such shares of Company Common Stock shall be exchanged in the Merger for Stock Consideration pursuant to Section 2.06. The Exchange Agent shall also make all computations as to the allocation and the proration contemplated by Section 2.06, and any such computation shall be conclusive and binding on the holders of shares of Company Common Stock. The Exchange Agent may, with the mutual agreement of IHK and Merger Sub, make such rules as are consistent with this Section 2.11 for the implementation of the elections provided for herein as shall be necessary or desirable fully to effect such elections.

Elections. (a) Each person whoholder of record of Company Shares issued and outstanding immediately prior to the Election Deadline shall have the right, subject to the limitations set forth in this ARTICLE II, to submit a Stock Election on or prior to the Election Date referred to Deadline in paragraph (c) below, is a record holder of shares of Company Common Stock (other than holders of shares to be canceled as set forth in Section 2.06(a)) will be entitled, accordance with respect to all or any portion of his shares, to make an unconditional election (a "Cash Election") on or prior to such Election Date to receive the Cash Consideration (subject to Section 2.06), on the basis hereinafter set forthfollowing procedures. (ba) Prior to Concurrently with the mailing of the Proxy Statement, IHK shall appoint the Exchange Agent for the payment of the Merger Consideration. (c) The Company shall prepare and mail a form of election, which form shall be subject to the reasonable approval of IHK and Merger Sub /Prospectus (the "Form of ElectionMailing Date"), with the Proxy Statement Company shall cause an election form in such form as Parent shall specify and that is reasonably acceptable to the Company (the "Election Form") (and which shall comply with Section 2.03(b)) to be mailed to record holders of shares of Company Common Stock Shares as of the record date for the Company Stockholders' Stockholders Meeting, which Form of Election shall be used by each record holder of shares of Company Common Stock who wishes to make a Cash Election, subject to the provisions of Section 2.06 hereof, for any or all shares of Company Common Stock held by such holder. The Company will use commercially reasonable efforts shall make available one or more Election Forms as may reasonably be requested from time to make the Form of Election and the Proxy Statement available to time by all persons who become holders of shares of Company Common Stock Shares during the period between such following the record date and the Election Date referred to below. Any such holder's Cash Election shall have been properly made only if the Exchange Agent shall have received at its designated office, by 5:00 p.m., New York City time on the Business Day (the "Election Date") next preceding the day on which the vote is taken at for the Company Stockholders' Stockholders Meeting (or any adjournment thereof) a Form of Election properly completed and signed and accompanied by certificates for the shares of Company Common Stock to which such Form of Election relates (or by 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 certificates are in fact delivered to the Exchange Agent within three NYSE trading days after the date of execution of such guarantee of delivery). Failure to deliver shares covered by such a guarantee of delivery within the time set forth therein shall invalidate an otherwise properly made Cash Election. (d) Any Form of Election may be revoked by the stockholder submitting it to the Exchange Agent only by written notice received by the Exchange Agent (i) prior to 5:00 p.m., New York City time, on the Election Date or (ii) after the date of Business Day immediately prior to the Company Stockholders MeetingMeeting (the "Election Deadline"). (b) Each Election Form shall permit the holder (or the beneficial owner through customary documentation and instructions) of Company Shares to specify the number of such holder's Company Shares with respect to which such holder elects to receive the Stock Consideration (such an election with respect to any Company Shares, if (and to the extent that) the Exchange Agent is legally required to permit revocations and the Effective Time shall not have occurred prior to such datea "Stock Election"). In addition, all Forms of Each Stock Election shall automatically be revoked subject to Section 2.02. (c) Any Stock Election made pursuant to this Section 2.03 will have been properly made only if the Exchange Agent is notified will have actually received a properly completed Election Form, in writing the case of a Stock Election in respect of any Company Shares represented by IHKa Company Certificate, Merger Sub together with the applicable Company Certificate, by the Election Deadline. None of Parent, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election Form. (d) Parent and the Company that shall publicly announce the Merger has been abandonedanticipated Election Deadline at least three Business Days prior to the anticipated Election Deadline. If the Company Stockholders Meeting is delayed to a Form of Election is revokedsubsequent date, the certificate or certificates (or guarantees of delivery, as appropriate) for the shares of Company Common Stock to which such Form of Election relates Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly returned to announce any such delay and, when determined, the stockholder submitting the same to the Exchange Agentrescheduled Election Deadline. (e) The determination of the Exchange Agent shall Any Election Form may be binding as to whether or not elections to receive the Cash Consideration have been properly made or revoked pursuant to this Section 2.11 with respect to shares all or a portion of the Company Common Stock and when elections and revocations were Shares subject thereto by the holder who submitted the applicable Election Form by written notice received by it. If the Exchange Agent determines that any Cash Election was not properly made with respect to shares of Company Common Stock, such shares of Company Common Stock shall be treated by the Exchange Agent prior to the Election Deadline. If an Election Form is revoked, the Company Shares as shares of Company Common to which such Stock which were not Cash Election previously applied shall be No Election Shares at unless a contrary Stock Election is subsequently submitted by the Effective Time, and such shares of Company Common Stock shall be exchanged in the Merger for Stock Consideration pursuant to Section 2.06. The Exchange Agent shall also make all computations as holder prior to the allocation and the proration contemplated by Election Deadline. Section 2.06, and any such computation shall be conclusive and binding on the holders of shares of Company Common Stock. The Exchange Agent may, with the mutual agreement of IHK and Merger Sub, make such rules as are consistent with this Section 2.11 for the implementation of the elections provided for herein as shall be necessary or desirable fully to effect such elections2.04.

Elections. (a) Each person who, on or prior to the Election Date referred to in paragraph (cb) below, is a record holder of shares of Company Common Stock (other than holders of shares to be canceled as set forth in Section 2.06(a)) will shall be entitled, with respect to all or any portion of his such shares, to make an unconditional election (a "Cash Election") Stock Election on or prior to such Election Date to receive the Cash Consideration (subject to Section 2.06)Date, on the basis hereinafter set forth. (b) Prior to the mailing of the Proxy Statement, IHK shall appoint the Exchange Agent for the payment of the Merger Consideration. (c) The Company Parent shall prepare and mail a form of election, which form shall be subject to the reasonable approval of IHK and Merger Sub the Company (the "“Form of Election"), ”) and shall be mailed with the Joint Proxy Statement (as defined in Section 6.01(a)) to the record holders of shares of Company Common Stock as of the record date for the Company Stockholders' MeetingStockholders Meeting (as defined in Section 6.01(d)), which Form of Election shall be used by each record holder of shares of Company Common Stock who wishes to make a Cash Election, subject elect to receive the provisions of Section 2.06 hereof, Stock Election Amount for any or all shares of Company Common Stock held by such holder. The Company will shall use commercially all reasonable efforts to make the Form of Election and the Joint Proxy Statement available to all persons who become record holders of shares of Company Common Stock during the period between such record date and the Election Date referred to belowDate. Any such holder's Cash ’s election to receive the Stock Election Amount shall have been properly made only if the Exchange Agent shall have received at its designated office, by 5:00 p.m., New York City time Pacific Coast time, on the Business Day business day (the "“Election Date"”) next immediately preceding the day on which the vote is taken at date of the Company Stockholders' Meeting (or any adjournment thereof) Stockholders Meeting, a Form of Election properly completed and signed and accompanied by certificates Certificates for the shares of Company Common Stock to which such Form of Election relates relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or accompanied by an appropriate guarantee of delivery of such certificates Certificates as set forth in such Form of Election from a firm which is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States, provided such certificates Certificates are in fact delivered to the Exchange Agent within three NYSE trading days after the date of execution of such guarantee of delivery). Failure to deliver shares Certificates covered by such a any guarantee of delivery within three NYSE trading days after the time set forth therein date of execution of such guarantee of delivery shall be deemed to invalidate an any otherwise properly made Cash Stock Election. (dc) Any Form of Election may be revoked revoked, by the stockholder submitting it who submitted such Form of Election to the Exchange Agent Agent, only by written notice received by the Exchange Agent (i) prior to 5:00 p.m., New York City Pacific Coast time, on the Election Date or (ii) after the date of the Company Stockholders Meetingsuch time, if (and only to the extent that) the Exchange Agent is legally required to permit revocations and only if the Effective Time shall not have occurred prior to such date. In addition, all Forms of Election shall automatically be revoked if the Exchange Agent is notified in writing by IHK, Merger Sub Parent and the Company that the Merger has been abandoned. If a Form of Election is revoked, the certificate Certificate or certificates Certificates (or guarantees of delivery, as appropriate) for the shares of Company Common Stock to which such Form of Election relates shall be promptly returned to the stockholder submitting the same to the Exchange Agent. (ed) The determination of the Exchange Agent in its sole discretion shall be binding as to whether or not elections to receive the Cash Consideration Stock Election Amount have been properly made or revoked pursuant to this Section 2.11 2.03 with respect to shares of Company Common Stock and when elections and revocations were received by it. If no Form of Election is received with respect to shares of Company Common Stock, or if the Exchange Agent determines that any Cash election to receive the Stock Election Amount was not properly made with respect to shares of Company Common Stock, such shares of Company Common Stock shall be treated by the Exchange Agent as shares of Company Common Stock which were not Cash Election Non-Electing Shares at the Effective Time, and such shares of Company Common Stock shall be exchanged converted into the right to receive the Cash Election Price in the Merger for Stock Consideration pursuant to accordance with Section 2.062.01(c)(3)(ii). The Exchange Agent shall also make all computations as to the allocation and the proration contemplated by Section 2.062.01(e), and absent manifest error any such computation shall be conclusive and binding on the holders of shares of Company Common Stock. The Exchange Agent may, with the mutual agreement of IHK Parent and Merger Subthe Company, make such rules as are consistent with this Section 2.11 2.03 for the implementation of the elections provided for herein as shall be necessary or desirable fully to effect such elections.

Elections. (a) Each person Person who, on or immediately prior to the Election Date referred to in paragraph (c) belowEffective Time, is (i) a record holder of shares of Company Metrocall Common Stock (other than holders of shares to be canceled as set forth in Section 2.06(a)) will shall be entitled, with respect to all or any portion of his such shares, to make an unconditional election to receive cash in exchange for such shares or (ii) a "Cash Election") on or holder of vested Metrocall Stock Options giving an irrevocable notice of exercise of such Metrocall Stock Options prior to such Election Date the Effective Time, subject only to the Closing, shall be entitled to make an election to receive cash in exchange for the Cash Consideration (subject to Section 2.06), on the basis hereinafter set forthshares of Metrocall Common Stock issuable upon exercise of such Metrocall Stock Options. (b) Prior to the mailing of the Proxy StatementParent shall, IHK or shall appoint cause the Exchange Agent for the payment of the Merger Consideration. (c) The Company shall to, prepare and mail a form of election, which form shall be subject to the reasonable approval of IHK and Merger Sub election (the "Form of Election"), ) with the Joint Proxy Statement Statement/Prospectus (as defined in Section 3.16) to the record holders of Metrocall Common Stock of record (other than shares of Company Metrocall Common Stock to be cancelled pursuant to Section 2.1(a)(ii)) and holders of vested Metrocall Stock Options as of the record date for the Company Stockholders' meeting of stockholders of Metrocall (the "Metrocall Stockholders Meeting") to obtain the Metrocall Stockholders Approval (as defined in Section 4.4(d)), which Form of Election shall be used by each record such holder of shares of Company Common Stock who wishes to make a elect to receive the Cash Election, subject to the provisions of Section 2.06 hereof, Election Price for any or all shares of Company Metrocall Common Stock held by such holderholder as of immediately prior to the Effective Time. The Company will Prior to the record date of the Metrocall Stockholders Meeting, the Metrocall Board or a committee thereof shall establish procedures for holders of vested Metrocall Stock Options to give an irrevocable notice of exercise of such Metrocall Stock Options, to deposit funds for the exercise thereof, to make the cash election and to provide for netting of funds to be received pursuant to the cash election against funds to be deposited for the exercise of such Metrocall Stock Options. In addition, Parent shall use commercially its reasonable best efforts to make the Form of Election and the Joint Proxy Statement Statement/Prospectus available to all persons Persons who become holders of shares of Company Metrocall Common Stock or Metrocall Stock Options during the period between such record date and the Election Date referred to belowDate. Any such holder's election to receive the Cash Election shall have been Price will be properly made only if (i) the Exchange Agent shall have has received a Form of Election at its designated office, by 5:00 p.m., New York City time time, on (A) the Business Day immediately preceding the date of the Metrocall Stockholders Meeting or (B) any later date as to which Metrocall may provide, in consultation with Arch (the "Election Date") next preceding (which date Parent shall publicly announce as soon as practicable but in no event less than five Business Days prior to the day on which Election Date), provided that the vote is taken at the Company Stockholders' Meeting Companies shall agree to any Election Date, and notice thereof, required to comply with any legal requirements with respect thereto, and (or any adjournment thereofii) a such Form of Election is properly completed and signed and and, in the case of holders of Metrocall Common Stock, accompanied by certificates for the shares of Company Metrocall Common Stock to which such Form of Election relates relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of Metrocall (or by 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 certificates are in fact delivered to the Exchange Agent within three NYSE trading days Business Days after the date of execution of such guarantee of delivery). Failure A record holder acting in different capacities or acting on behalf of other Persons in any way will be entitled to deliver shares covered by submit an Election Form for each capacity in which such a guarantee of delivery within the time set forth therein shall invalidate an otherwise properly made Cash Electionrecord holder so acts with respect to each Person for which it so acts. (dc) Any Form of Election may be revoked by the stockholder holder of Metrocall Common Stock submitting it such Form of Election to the Exchange Agent only by written notice received by the Exchange Agent (i) prior to 5:00 p.m., New York City time, on the Election Date or (ii) after the date of the Company Stockholders Meeting, if (and to the extent that) the Exchange Agent is legally required to permit revocations and the Effective Time shall not have occurred prior to such dateDate. In addition, all Forms of Election shall automatically be revoked if the Exchange Agent is notified in writing by IHK, Merger Sub Metrocall and the Company Arch that the Merger has been abandoned. If a Form of Election is so revoked, in the case of a holder of Metrocall Common Stock submitting such Form of Election to the Exchange Agent, the certificate or certificates (or guarantees guarantee of delivery, as appropriate) for the shares of Company Metrocall Common Stock to which such Form of Election relates shall be promptly returned to such holder. (d) The Exchange Agent may, with the stockholder submitting agreement of Metrocall, in consultation with Arch, make such rules as are consistent with this Section 2.3 for the same implementation of the elections provided for in this Section 2.3 and in Section 2.4 as shall be necessary or desirable to the Exchange Agentfully effect such elections with respect to Metrocall Common Stock and Metrocall Stock Options. (e) The determination of the Exchange Agent shall be binding as have discretion to determine whether or not elections an election to receive the Cash Consideration have Election Price has been properly made or revoked pursuant to this Section 2.11 2.3 with respect to shares of Company Metrocall Common Stock and when elections and revocations were received by it. If the Exchange Agent determines that any election to receive the Cash Election Price was not properly made with respect to shares of Company Metrocall Common Stock, such shares of Company Common Stock shall be treated by the Exchange Agent as shares of Company Common Stock which that were not Cash Election Electing Shares at the Effective Time, and subject to the provisions of Sections 2.1(a)(v), 2.4 and 2.10, such shares of Company Common Stock shall be exchanged in the Merger for shares of Parent Common Stock Consideration pursuant to Section 2.062.1(a)(i)(B). If the Exchange Agent determines that any contingent election to receive the Cash Election Price was not properly made with respect to Metrocall Stock Options, such contingent election shall be deemed as not made and such Metrocall Stock Options shall be exchanged in the Merger for options to purchase Parent Common Stock pursuant to Section 2.1(b). The Exchange Agent shall also make all computations as to the allocation and the proration pro-ration, including the determination of the deemed elections contemplated by Section 2.06, 2.4 and any such computation and deemed elections shall be conclusive and binding on the holders of shares of Company Metrocall Common Stock. The Exchange Agent may, with the mutual agreement of IHK Stock and Merger Sub, make such rules as are consistent with this Section 2.11 for the implementation of the elections provided for herein as shall be necessary or desirable fully to effect such electionsMetrocall Stock Options.

Elections. (a) Each person who, on or prior to the Election Date referred to in paragraph (c) below, is a record holder of shares of Company Common Stock (other than holders of shares to be canceled as set forth in Section 2.06(a)) Shares will be entitled, with respect to all or any portion of his sharesShares, to make an unconditional election (a an "Cash Equity One Share Election") on or prior to such Election Date to receive the Cash Consideration Equity One Shares (subject to Section 2.06), 2.3) on the basis hereinafter set forthforth herein. (b) Prior to the mailing of the Proxy StatementStatement referenced in Section 5.6 hereof, IHK Equity One shall appoint a bank or trust company acceptable to the Exchange Agent Company to act as paying agent (the "Paying Agent") for the payment of the Merger Consideration. (c) The Company shall prepare and mail a form of election, which form shall be subject to the reasonable approval of IHK and Merger Sub Equity One (the "Form of Election"), with the Proxy Statement to the record holders of shares of Company Common Stock Shares as of the record date for the Company Stockholders' MeetingSpecial Meeting of the Company's shareholders (as defined below), which Form of Election shall be used by each record holder of shares of Company Common Stock Shares who wishes to make a Cash Electionan Equity One Share Election for any or all Shares held, subject to the provisions of Section 2.06 2.3 hereof, for any or all shares of Company Common Stock held by such holder. The Company will use commercially reasonable efforts to make the Form of Election and the Proxy Statement available to all persons who become holders of shares of Company Common Stock Shares during the period between such record date and the Election Date referred to below. Any such holder's Cash Equity One Share Election shall have been properly made only if the Exchange Paying Agent shall have received at its designated office, by 5:00 p.m., New York City time on the Business Day business day (the "Election Date") next preceding the day on which the vote on the Shareholder Approval is taken at the Company Stockholders' Special Meeting (or any adjournment thereof) of the Company's shareholders a Form of Election properly completed and signed and accompanied by certificates for the shares of Company Common Stock Shares to which such Form of Election relates (or by 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 certificates are in fact delivered to the Exchange Paying Agent within three NYSE New York Stock Exchange trading days after the date of execution of such guarantee of delivery). Failure to deliver shares covered by such a guarantee of delivery within the time set forth therein shall invalidate an otherwise properly made Cash Election. (d) Any Form of Election may be revoked by the stockholder shareholder submitting it to the Exchange Paying Agent only by written notice received by the Exchange Paying Agent (i) prior to 5:00 p.m., p.m. New York City time, time on the Election Date or (ii) after the date of the Company Stockholders MeetingSpecial Meeting of the Company's shareholders, if (and to the extent that) the Exchange Paying Agent is legally required to permit revocations and the Effective Time shall not have occurred prior to such date. In addition, all Forms of Election shall automatically be revoked if the Exchange Paying Agent is notified in writing by IHK, Merger Sub Equity One and the Company that the Merger has been abandoned. If a Form of Election is revoked, the certificate or certificates (or guarantees of delivery, as appropriate) for the shares of Company Common Stock Shares to which such Form of Election relates shall be promptly returned to the stockholder shareholder submitting the same to the Exchange Paying Agent. (e) The determination of the Exchange Paying Agent shall be binding as to whether or not elections to receive the Cash Consideration Equity One Share Elections have been properly made or revoked pursuant to this Section 2.11 2.2 with respect to shares of Company Common Stock Shares and when elections and revocations were received by it. If the Exchange Paying Agent determines that any Cash Equity One Share Election was not properly made with respect to shares of Company Common StockShares, such shares of Company Common Stock Shares shall be treated by the Exchange Paying Agent as shares of Company Common Stock Shares which were not Cash Election Electing Shares at the Effective Time, and such shares of Company Common Stock Shares shall be exchanged in the Merger for Stock Consideration cash pursuant to Section 2.062.1(a)(iii). The Exchange Paying Agent shall also make all computations as to the allocation and the proration contemplated by Section 2.062.3, and any such computation shall be conclusive and binding on the holders of shares of Company Common StockShares. The Exchange Paying Agent may, with the mutual agreement of IHK Equity One and Merger Subthe Company, make such rules as are consistent with this Section 2.11 2.2 for the implementation of the elections provided for herein as shall be necessary or desirable fully to effect such elections.

Elections. (ai) Each person whoPerson (other than Ruby, Diamond or any of their respective Subsidiaries) who on or prior to the Election Date referred to in paragraph (c) below, Deadline is a holder of record holder of shares of Company Diamond Common Stock as evidenced by Certificates (other than holders of shares provided that, in order for a valid Unit Election to be canceled as set forth made under this Section 2.1(c) with respect to shares of Diamond Common Stock held on behalf of a beneficial owner through a broker, dealer, bank or similar nominee (it being understood that a trust or trustee shall not be considered a nominee for this purpose) or in Section 2.06(a)the name of a participant in the Depositary Trust Company’s book-entry transfer system, prior to such Unit Election such shares shall have been withdrawn from such arrangement and shall be held in the form of Certificates) will shall be entitled, with respect to all or any a portion of his sharessuch shares of Diamond Common Stock, to make an unconditional election (a "Cash “Unit Election") ”), on or prior to such the Election Date Deadline, to receive the Cash Unit Consideration (subject to Section 2.06), on the basis hereinafter set forthforth in this Agreement. Each Person receiving the Unit Consideration pursuant to the Merger shall be deemed to have executed the Ruby Newco Operating Agreement as a Class B Unitholder (as defined thereunder) by virtue of such receipt and without any further action on any such Person’s part. (bii) Prior to the mailing of the Proxy Statement, IHK shall appoint the Exchange Agent for the payment of the Merger Consideration. (c) The Company Ruby shall prepare a form, in form and mail a form of election, which form shall be subject substance reasonably acceptable to the reasonable approval of IHK and Merger Sub Diamond (the "Form of Election"an “Election Form”), with the Proxy Statement pursuant to the which a holder of record holders of shares of Company Diamond Common Stock as may make a Unit Election with respect to all or a portion of the record date for the Company Stockholders' Meeting, which Form of Election shall be used by each record holder of shares of Company Common Stock who wishes to make a Cash Election, subject to the provisions of Section 2.06 hereof, for any or all shares of Company Diamond Common Stock held by such holder. The Company will Election Form shall include statements and representations substantially in a form to be mutually agreed upon by Ruby and Diamond as promptly as practicable following the date of this Agreement (“Election Form Representations”) that would be made by each holder of record submitting an Election Form (or, if the record holder is not the Person having discretion as to the matters covered by the Election Form Representations, then on behalf of the Person having such discretion). The Election Form shall provide that the Election Form Representations are being made as of the date the Election Form is submitted and as of the Effective Time. Diamond shall mail the Election Form, together with the Proxy Statement, to each holder of record of shares of Diamond Common Stock on the record date for the Diamond Stockholder Meeting and shall use commercially its reasonable best efforts to make the Election Form of Election and the Proxy Statement available to all persons any person who become holders becomes a record holder of shares of Company Diamond Common Stock during the period between such the record date and the Election Date referred to below. Any such holder's Cash Deadline. (iii) A Unit Election shall have been properly made be effective only if (A) the Exchange Agent shall have received at its designated office, by 5:00 p.m., New York City time on the Business Day (the "an Election Date") next preceding the day on which the vote is taken at the Company Stockholders' Meeting (or any adjournment thereof) a Form of Election properly completed and signed and accompanied by certificates for covering the shares of Company Diamond Common Stock to which such Form of Unit Election relates (or by an appropriate guarantee of delivery of such certificates as applies, executed and completed in accordance with the instructions set forth in such Form Election Form, together with the Certificates as to which the Unit Election is being made, no later than the later to occur of Election from a firm which is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States, provided such certificates are in fact delivered (subject to the Exchange Agent within three NYSE trading days after the date of execution of such guarantee of delivery). Failure to deliver shares covered by such a guarantee of delivery within the time set forth therein shall invalidate an otherwise properly made Cash Election. Section 6.4) (dx) Any Form of Election may be revoked by the stockholder submitting it to the Exchange Agent only by written notice received by the Exchange Agent (i) prior to 5:00 p.m., New York City time, on the Election third (3rd) Business Day preceding the Closing Date or and (iiy) after the Business Day immediately preceding the date of the Company Stockholders Meeting, if Diamond Stockholder Meeting (the “Election Deadline”) and (B) the Election Form Representations are properly made pursuant to the extent thatElection Form (or with changes to such Election Form Representations as may be acceptable to counsel delivering the Tax Opinion in counsel’s sole discretion) and not withdrawn. Ruby and Diamond shall publicly announce the anticipated Election Deadline at least five (5) Business Days prior to the anticipated Election Deadline. If the anticipated Closing Date is delayed to a subsequent date, the anticipated Election Deadline shall be similarly delayed to a subsequent date, and Ruby and Diamond shall promptly publicly announce any delay and, when determined, the rescheduled anticipated Election Deadline. A Unit Election may be revoked or changed only by delivering to the Exchange Agent is legally required to permit revocations and the Effective Time shall not have occurred Agent, prior to such date. In additionthe Election Deadline, all Forms a written notice of revocation or, in the case of a change, a properly completed revised Election shall automatically be revoked if the Exchange Agent is notified in writing by IHK, Merger Sub and the Company Form that the Merger has been abandoned. If a Form of Election is revoked, the certificate or certificates (or guarantees of delivery, as appropriate) for identifies the shares of Company Diamond Common Stock to which such the revised Election Form of Election relates shall be promptly returned to the stockholder submitting the same applies. Delivery to the Exchange Agent. (e) The determination Agent prior to the Election Deadline of a revised Election Form with respect to any shares of Diamond Common Stock shall result in the revocation of all prior Election Forms with respect to all such shares of Diamond Common Stock. Any termination of this Agreement in accordance with Article VII shall result in the revocation of all Election Forms delivered to the Exchange Agent on or prior to the date of termination. In the event of a revocation of a Unit Election with respect to any shares of Diamond Common Stock, the Exchange Agent shall be binding as to whether or not elections to receive the Cash Consideration have been properly made or revoked pursuant to this Section 2.11 with respect to shares of Company Common Stock and when elections and revocations were received by it. If the Exchange Agent determines that any Cash Election was not properly made with respect to shares of Company Common Stock, such shares of Company Common Stock shall be treated by the Exchange Agent as shares of Company Common Stock which were not Cash Election Shares at the Effective Time, and such shares of Company Common Stock shall be exchanged in the Merger for Stock Consideration pursuant to Section 2.06. The Exchange Agent shall also make all computations as to the allocation and the proration contemplated by Section 2.06, and any such computation shall be conclusive and binding on the holders of shares of Company Common Stock. The Exchange Agent may, with the mutual agreement of IHK and Merger Sub, make such rules as are consistent with this Section 2.11 for the implementation of the elections provided for herein as shall be necessary or desirable fully to effect such elections.immediately return any

Elections. (a) Each person Person who, on or prior to the Election Date referred to in paragraph (cSection 5.2(b) below, is a record holder of shares of Company TBI Common Stock (other than holders of shares to be canceled as set forth in Section 2.06(a)) will shall be entitled, with respect to all or any portion of his such shares, to make an unconditional election (a "Cash Election") Stock Election on or prior to such Election Date to receive the Cash Consideration (subject to Section 2.06)Date, on the basis hereinafter set forth. (b) Prior to the mailing of the Proxy Statement, IHK shall appoint the Exchange Agent for the payment of the Merger Consideration. (c) The Company shall prepare and mail a form of election, which form shall be subject to the reasonable approval of IHK and Merger Sub TBI (the "Form of Election"), ) and shall be mailed with the TBI Proxy Statement to the record holders of shares of Company TBI Common Stock as of the record date for the Company StockholdersTBI Shareholders' Meeting, which Form of Election shall be used by each record holder of shares of Company TBI Common Stock who wishes to make a Cash Election, subject elect to receive the provisions of Stock Consideration pursuant to Section 2.06 hereof, 3.1(c)(i)(B) hereof for any or all shares of Company TBI Common Stock held by such holderholder (a "Stock Election"). The Company will TBI shall use commercially all reasonable efforts to make the Form of Election and the Proxy Statement available to all persons Persons who become record holders of shares of Company TBI Common Stock during the period between such record date and the Election Date referred Date, including using reasonable efforts to belowmail a Form of Election to all such persons who become record holders prior to the seventh business day prior to the Election Date. Any such holder's Cash Election election to receive the Stock Consideration pursuant to Section 3.1(c)(i)(B) hereof shall have been properly made only if the Exchange Agent shall have received at its designated office, by 5:00 p.m., New York City time EST, on the Business Day business day immediately preceding the Closing Date (the "Election Date") next preceding the day on which the vote is taken at the Company Stockholders' Meeting (or any adjournment thereof) ), a Form of Election properly completed and signed and accompanied by certificates Certificates for the shares of Company TBI Common Stock to which such Form of Election relates relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of TBI (or accompanied by an appropriate guarantee of delivery of such certificates 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. NASD or a commercial bank or trust company having an office or correspondent in the United States, provided such certificates Certificates are in fact delivered to the Exchange Agent within three NYSE NASDAQ Capital Market trading days after the date of execution of such guarantee of delivery). Failure to deliver shares Certificates covered by such a any guarantee of delivery within three NASDAQ Capital Market trading days after the time set forth therein date of execution of such guarantee of delivery shall be deemed to invalidate an any otherwise properly made Cash Stock Election. TBI will announce the Anticipated Closing Date and Company Stock Price through a letter to its shareholders mailed at least two weeks before such Anticipated Closing Date. If the Closing is delayed to a subsequent date, the Anticipated Closing Date shall be delayed by a like number of days, the Election Date shall be similarly delayed and the Company will promptly announce such rescheduled Election Date and Closing. (dc) Any Form of Election may be revoked by the stockholder submitting it who submitted such Form of Election to the Exchange Agent only by written notice received by the Exchange Agent (i) prior to 5:00 p.m., New York City timeEST, on the Election Date or (ii) after the date of the Company Stockholders Meetingsuch time, if (and only to the extent that) the Exchange Agent is legally required to permit revocations and only if the Effective Time shall not have occurred prior to such date. In addition, all Forms of Election shall automatically be revoked if the Exchange Agent is notified in writing by IHK, Merger Sub and the Company that the Merger this Agreement has been abandonedterminated. If a Form of Election is revoked, the certificate Certificate or certificates Certificates (or guarantees of delivery, as appropriate) for the shares of Company TBI Common Stock to which such Form of Election relates shall be promptly returned to the stockholder shareholder submitting the same to the Exchange AgentAgent and any such shares shall be treated as Cash Election Shares (unless and until another duly completed Form of Election [accompanied by the Certificate or Certificates, or guarantees of delivery, as applicable, to which such Form of Election relates] has been submitted to the Exchange Agent in accordance with this Agreement). (ed) The determination of the Exchange Agent in its sole discretion shall be binding as to whether or not elections to receive the Cash Stock Consideration pursuant to Section 3.1(c)(i)(B) hereof have been properly made or revoked pursuant to this Section 2.11 5.2 with respect to shares of Company TBI Common Stock and when elections and revocations were received by it. If no Form of Election is received with respect to shares of TBI Common Stock, or if the Exchange Agent determines that any Cash Election election to receive the Stock Consideration pursuant to Section 3.1(c)(i)(B) hereof was not properly made with respect to shares of Company TBI Common Stock, such shares of Company Common Stock shall be treated by the Exchange Agent as shares of Company Common Stock which were not Cash Election Shares at the Effective Time, and such shares of Company Common Stock shall be exchanged converted into the right to receive the Cash Consideration in the Merger for Stock Consideration accordance with Section 3.1(c)(i)(A) hereof (subject to pro-ration pursuant to Section 2.063.1(c)(iii) hereof). The Exchange Agent shall also make all computations as to the allocation and the proration adjustments contemplated by Section 2.06, 3.1(c)(iii) and absent manifest error any such computation shall be conclusive and binding on the holders of shares of Company TBI Common Stock. The Exchange Agent may, with the mutual agreement of IHK the Company and Merger SubTBI, make such rules as are consistent with this Section 2.11 4.2 for the implementation of the elections provided for herein as shall be necessary or desirable fully to effect such elections.

Elections. (a) Each person who, on or prior to the Election Date referred to in paragraph (c) below, is a record holder of shares of Company Common Stock (other than holders of shares to be canceled as set forth in Section 2.06(a)) Shares will be entitled, with respect to all or any portion of his sharesShares, to make an unconditional election (a an "Cash Equity One Share Election") on or prior to such Election Date to receive the Cash Consideration Equity One Shares (subject to Section 2.06), 2.3) on the basis hereinafter set forthforth herein. (b) Prior to the mailing of the Proxy StatementStatement referenced in Section 5.6 hereof, IHK Equity One shall appoint a bank or trust company acceptable to the Exchange Agent Company to act as paying agent (the "Paying Agent") for the payment of the Merger Consideration. (c) The Company shall prepare and mail a form of election, which form shall be subject to the reasonable approval of IHK and Merger Sub Equity One (the "Form of Election"), with the Proxy Statement to the record holders of shares of Company Common Stock Shares as of the record date for the Company Stockholders' MeetingSpecial Meeting of the Company's shareholders (as defined below), which Form of Election shall be used by each record holder of shares of Company Common Stock Shares who wishes to make a Cash Electionan Equity One Share Election for any or all Shares held, subject to the provisions of Section 2.06 2.3 hereof, for any or all shares of Company Common Stock held by such holder. The Company will use commercially reasonable efforts to make the Form of Election and the Proxy Statement available to all persons who become holders of shares of Company Common Stock Shares during the period between such record date and the Election Date referred to below. Any such holder's Cash Equity One Share Election shall have been properly made only if the Exchange Paying Agent shall have received at its designated office, by 5:00 p.m., New York City time on the Business Day business day (the "Election Date") next preceding the day on which the vote on the Shareholder Approval is taken at the Company Stockholders' Special Meeting (or any adjournment thereof) of the Company's shareholders a Form of Election properly completed and signed and accompanied by certificates for the shares of Company Common Stock Shares to which such Form of Election relates (or by 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 certificates are in fact delivered to the Exchange Paying Agent within three NYSE New York Stock Exchange trading days after the date of execution of such guarantee of delivery). Failure to deliver shares covered by such a guarantee of delivery within the time set forth therein shall invalidate an otherwise properly made Cash Election. (d) Any Form of Election may be revoked by the stockholder shareholder submitting it to the Exchange Paying Agent only by written notice received by the Exchange Paying Agent (i) prior to 5:00 p.m., p.m. New York City time, time on the Election Date or (ii) after the date of the Company Stockholders MeetingSpecial Meeting of the Company's shareholders, if (and to the extent that) the Exchange Paying Agent is legally required to permit revocations and the Effective Time shall not have occurred prior to such date. In addition, all Forms of Election shall automatically be revoked if the Exchange Paying Agent is notified in writing by IHK, Merger Sub Equity One and the Company that the Merger has been abandoned. If a Form of Election is revoked, the certificate or certificates (or guarantees of delivery, as appropriate) for the shares of Company Common Stock Shares to which such Form of Election relates shall be promptly returned to the stockholder shareholder submitting the same to the Exchange Paying Agent. (e) The determination of the Exchange Paying Agent shall be binding as to whether or not elections to receive the Cash Consideration Equity One Share Elections have been properly made or revoked pursuant to this Section 2.11 2.2 with respect to shares of Company Common Stock Shares and when elections and revocations were received by it. If the Exchange Paying Agent determines that any Cash Equity One Share Election was not properly made with respect to shares of Company Common StockShares, such shares of Company Common Stock Shares shall be treated by the Exchange Paying Agent as shares of Company Common Stock Shares which were not Cash Election Electing Shares at the Effective Time, and such shares of Company Common Stock Shares shall be exchanged in the Merger for Stock Consideration cash pursuant to Section 2.062.1(a)(iii). The Exchange Paying Agent shall also make all computations as to the allocation and the proration contemplated by Section 2.062.3, and any such computation shall be conclusive and binding on the holders of shares of Company Common StockShares. The Exchange Paying Agent may, with the mutual agreement of IHK Equity One and Merger Subthe Company, make such rules as are consistent with this Section 2.11 2.2 for the implementation of the elections provided for herein as shall be necessary or desirable fully to effect such elections.

Elections. (a) Each person who, on or prior to the Election Date referred to in paragraph (c) below, is a record holder of shares of Company Common Stock (other than holders of shares to be canceled as set forth in Section 2.06(a)) will be entitled, with respect to all or any portion of his sharesShares, to make an unconditional election (a "Cash Election") on or prior to such Election Date to receive the Cash Consideration (subject to Section 2.06), on the basis hereinafter set forth. (b) Prior to the mailing of the Proxy Statement, IHK the Sub shall appoint a bank or trust company to act as paying agent (the Exchange Agent "Paying Agent") for the payment of the Merger Consideration. (c) The Company shall prepare and mail a form of election, which form shall be subject to the reasonable approval of IHK and Merger the Sub (the "Form of Election"), with the Proxy Statement to the record holders of shares of Company Common Stock as of the record date for the Company Stockholders' Stockholders Meeting, which Form of Election shall be used by each record holder of shares of Company Common Stock who wishes to make a Cash ElectionElection for any or all shares of Company Common Stock held, subject to the provisions of Section 2.06 hereof, for any or all shares of Company Common Stock held by such holder. The Company will use commercially reasonable efforts to make the Form of Election and the Proxy Statement available to all persons who become holders of shares of Company Common Stock during the period between such record date and the Election Date referred to below. Any such holder's Cash Election shall have been properly made only if the Exchange Paying Agent shall have received at its designated office, by 5:00 p.m., New York City time on the Business Day (the "Election Date") next preceding the day on which the vote is taken at the Company Stockholders' Stockholders Meeting (or any adjournment thereof) a Form of Election properly completed and signed and accompanied by certificates for the shares of Company Common Stock to which such Form of Election relates (or by 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 certificates are in fact delivered to the Exchange Paying Agent within three (3) NYSE trading days after the date of execution of such guarantee of delivery). Failure to deliver shares covered by such a guarantee of delivery within the time set forth therein shall invalidate an otherwise properly made Cash Election. (d) Any Form of Election may be revoked by the stockholder submitting it to the Exchange Paying Agent only by written notice received by the Exchange Paying Agent (i) prior to 5:00 p.m., New York City time, on the Election Date or (ii) after the date of the Company Stockholders Meeting, if (and to the extent that) the Exchange Paying Agent is legally required to permit revocations and the Effective Time shall not have occurred prior to such date. In addition, all Forms of Election shall automatically be revoked if the Exchange Paying Agent is notified in writing by IHK, Merger the Sub and the Company that the Merger has been abandoned. If a Form of Election is revoked, the certificate or certificates (or guarantees of delivery, as appropriate) for the shares of Company Common Stock to which such Form form of Election relates shall be promptly returned to the stockholder submitting the same to the Exchange Paying Agent. (e) The determination of the Exchange Paying Agent shall be binding as to whether or not elections to receive the Cash Consideration have been properly made or revoked pursuant to this Section 2.11 2.13 with respect to shares of Company Common Stock and when elections and revocations were received by it. If the Exchange Paying Agent determines that any Cash Election was not properly made with respect to shares of Company Common Stock, such shares of Company Common Stock shall be treated by the Exchange Paying Agent as shares of Company Common Stock which were not Cash Election Shares at the Effective Time, and such shares of Company Common Stock shall be exchanged in the Merger for Stock Consideration pursuant to Section 2.06. The Exchange Paying Agent shall also make all computations as to the allocation and the proration contemplated by Section 2.06, and any such computation shall be conclusive and binding on the holders of shares of Company Common Stock. The Exchange Paying Agent may, with the mutual agreement of IHK the Sub and Merger Subthe Company, make such rules as are consistent with this Section 2.11 2.13 for the implementation of the elections provided for herein as shall be necessary or desirable fully to effect such elections.

Elections. (a) Each person Person who, on or prior to the Election Date referred to in paragraph (cSection 5.2(b) below, is a record holder of shares of Company TBI Common Stock (other than holders of shares to be canceled as set forth in Section 2.06(a)) will shall be entitled, with respect to all or any portion of his such shares, to make an unconditional election (a "Cash Election") Stock Election on or prior to such Election Date to receive the Cash Consideration (subject to Section 2.06)Date, on the basis hereinafter set forth. (b) Prior to the mailing of the Proxy Statement, IHK shall appoint the Exchange Agent for the payment of the Merger Consideration. (c) The Company shall prepare and mail a form of election, which form shall be subject to the reasonable approval of IHK and Merger Sub TBI (the "Form of Election"), ) and shall be mailed with the TBI Proxy Statement to the record holders of shares of Company TBI Common Stock as of the record date for the Company StockholdersTBI Shareholders' Meeting, which Form of Election shall be used by each record holder of shares of Company TBI Common Stock who wishes to make a Cash Election, subject elect to receive the provisions of Stock Consideration pursuant to Section 2.06 hereof, 4.1(c)(i)(B) hereof for any or all shares of Company TBI Common Stock held by such holderholder (a "Stock Election"). The Company will TBI shall use commercially all reasonable efforts to make the Form of Election and the Proxy Statement available to all persons Persons who become record holders of shares of Company TBI Common Stock during the period between such record date and the Election Date referred Date, including using reasonable efforts to belowmail a Form of Election to all such persons who become record holders prior to the seventh business day prior to the Election Date. Any such holder's Cash Election election to receive the Stock Consideration pursuant to Section 4.1(c)(i)(B) hereof shall have been properly made only if the Exchange Agent shall have received at its designated office, by 5:00 p.m., New York City time EST, on the Business Day business day immediately preceding the Closing Date (the "Election Date") next preceding the day on which the vote is taken at the Company Stockholders' Meeting (or any adjournment thereof) ), a Form of Election properly completed and signed and accompanied by certificates Certificates for the shares of Company TBI Common Stock to which such Form of Election relates relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of TBI (or accompanied by an appropriate guarantee of delivery of such certificates 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. NASD or a commercial bank or trust company having an office or correspondent in the United States, provided such certificates Certificates are in fact delivered to the Exchange Agent within three NYSE NASDAQ Capital Market trading days after the date of execution of such guarantee of delivery). Failure to deliver shares Certificates covered by such a any guarantee of delivery within three NASDAQ Capital Market trading days after the time set forth therein date of execution of such guarantee of delivery shall be deemed to invalidate an any otherwise properly made Cash Stock Election. TBI will announce the Anticipated Closing Date and Company Stock Price through a letter to its shareholders mailed two weeks before such Anticipated Closing Date. If the Closing is delayed to a subsequent date, the Anticipated Closing Date shall be delayed by a like number of days, the Election Date shall be similarly delayed and the Company will promptly announce such rescheduled Election Date and Closing. (dc) Any Form of Election may be revoked by the stockholder submitting it who submitted such Form of Election to the Exchange Agent only by written notice received by the Exchange Agent (i) prior to 5:00 p.m., New York City timeEST, on the Election Date or (ii) after the date of the Company Stockholders Meetingsuch time, if (and only to the extent that) the Exchange Agent is legally required to permit revocations and only if the Effective Time shall not have occurred prior to such date. In addition, all Forms of Election shall automatically be revoked if the Exchange Agent is notified in writing by IHK, Merger Sub and the Company that the Merger this Agreement has been abandonedterminated. If a Form of Election is revoked, the certificate Certificate or certificates Certificates (or guarantees of delivery, as appropriate) for the shares of Company TBI Common Stock to which such Form of Election relates shall be promptly returned to the stockholder shareholder submitting the same to the Exchange AgentAgent and any such shares shall be treated as Cash Election Shares (unless and until another duly completed Form of Election [accompanied by the Certificate or Certificates, or guarantees of delivery, as applicable, to which such Form of Election relates] has been submitted to the Exchange Agent in accordance with this Agreement). (ed) The determination of the Exchange Agent in its sole discretion shall be binding as to whether or not elections to receive the Cash Stock Consideration pursuant to Section 4.1(c)(i)(B) hereof have been properly made or revoked pursuant to this Section 2.11 5.2 with respect to shares of Company TBI Common Stock and when elections and revocations were received by it. If no Form of Election is received with respect to shares of TBI Common Stock, or if the Exchange Agent determines that any Cash Election election to receive the Stock Consideration pursuant to Section 4.1(c)(i)(B) hereof was not properly made with respect to shares of Company TBI Common Stock, such shares of Company Common Stock shall be treated by the Exchange Agent as shares of Company Common Stock which were not Cash Election Shares at the Effective Time, and such shares of Company Common Stock shall be exchanged converted into the right to receive the Cash Consideration in the Merger for Stock Consideration accordance with Section 4.1(c)(i)(A) hereof (subject to any required pro-ration pursuant to Section 2.064.1(c)(iii) hereof). The Exchange Agent shall also make all computations as to the allocation and the proration adjustments contemplated by Section 2.064.1(c)(iii) hereof, and absent manifest error any such computation shall be conclusive and binding on the holders of shares of Company TBI Common Stock. The Exchange Agent may, with the mutual agreement of IHK the Company and Merger SubTBI, make such rules as are consistent with this Section 2.11 5.2(d) for the implementation of the elections provided for herein as shall be necessary or desirable fully to effect such elections.

Elections. (a) Each person who, on or prior to who as of the Election Date referred to in paragraph (c) below, Effective Time is a record holder of shares of Company Common Stock (other than holders of shares to be canceled as set forth in Section 2.06(a)) will shall be entitled, with respect to all or any portion of his such shares, to make an unconditional election (a "Cash an “Election"”) on or prior to such Election Date to receive the Per Share Cash Consideration Price in lieu of the Per Share Stock Consideration. Each election shall be for a specified number of shares of company Common Stock (subject the “Specified Number”). If a holder of Company Common Stock fails to Section 2.06)specify a Specified Number on its Form of Election, such holder shall be deemed not to have made an Election, and such holder’s shares shall be treated by the Exchange Agent as Non-Electing Shares. For the purpose of making Elections and determining whether a Specified Number has or has not been specified, a record holder of Company Common Stock that is a registered clearing agency and whose legal title on the basis hereinafter set forthbehalf of multiple ultimate beneficial owners shall be entitled to submit elections as if each ultimate beneficial owner were a record holder of Company Common Stock. (b) Prior to the mailing of the Proxy Statement, IHK shall appoint the Exchange Agent for the payment of the Merger Consideration. (c) The Company shall prepare and mail a form of election, which form shall be subject to the reasonable approval of IHK and Merger Sub election (the "“Form of Election"), ”) with the Proxy Statement (as defined in Section 3.7) to the record holders of shares of Company Common Stock of record as of the record date for the Company Stockholders' MeetingStockholders Meeting (as defined in Section 6.3(b)), which Form of Election shall be used by each record holder of shares of Company Common Stock who wishes to make a elect to receive the Per Share Cash Election, subject to the provisions of Section 2.06 hereof, Price for any or all shares of Company Common Stock held by such holder. The In addition, the Company will shall use commercially reasonable its best efforts to make the Form of Election and the Proxy Statement available to all persons who become holders of shares of Company Common Stock during the period between such record date and the Election Date referred to belowCompany Stockholders Meeting. Any such holder's ’s election to receive the Per Share Cash Election shall have been Price will be properly made only if the Exchange Agent shall have has received at its designated office, by 5:00 p.m., New York City time on time, no later than the Business Day that is five (5) Business Days preceding the Closing Date (the "“Election Date") next preceding the day on which the vote is taken at the Company Stockholders' Meeting (or any adjournment thereof) ”), a Form of Election properly completed and signed and accompanied by certificates for (if such shares are not Book-Entry Shares) the shares of Company Common Stock Certificate or Certificates to which such Form of Election relates relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such certificates Certificate or 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 DealersFinancial Industry Regulatory Authority, Inc. or a commercial bank or of trust company having an office or correspondent in the United States, provided such certificates are in fact delivered to the Exchange Agent within three NYSE trading days after the date of execution of such guarantee of delivery). Failure to deliver shares covered by such a guarantee of delivery within the time set forth therein shall invalidate an otherwise properly made Cash Election. (dc) Any Form of Election may be revoked by the stockholder holder of Company Common Stock submitting it such Form of Election to the Exchange Agent only by written notice received by the Exchange Agent (i) prior to 5:00 p.m., New York City time, on the Election Date or (ii) after the date of the Company Stockholders Meeting, if (and to the extent that) the Exchange Agent is legally required to permit such revocations and the Effective Time shall has not have occurred prior to such date. In addition, all Forms of Election shall automatically be revoked if the Exchange Agent is notified in writing by IHK, Merger Sub and the Company that the Merger has been abandoned. If a Form of Election is revoked, the certificate or certificates (or guarantees of delivery, as appropriate) for the shares of Company Common Stock to which such Form of Election relates shall be promptly returned to the stockholder submitting the same to the Exchange Agent. (e) The determination of the Exchange Agent shall be binding as to whether or not elections to receive the Cash Consideration have been properly made or revoked pursuant to this Section 2.11 with respect to shares of Company Common Stock and when elections and revocations were received by it. If the Exchange Agent determines that any Cash Election was not properly made with respect to shares of Company Common Stock, such shares of Company Common Stock shall be treated by the Exchange Agent as shares of Company Common Stock which were not Cash Election Shares at the Effective Time, and such shares of Company Common Stock shall be exchanged in the Merger for Stock Consideration pursuant to Section 2.06. The Exchange Agent shall also make all computations as to the allocation and the proration contemplated by Section 2.06, and any such computation shall be conclusive and binding on the holders of shares of Company Common Stock. The Exchange Agent may, with the mutual agreement of IHK and Merger Sub, make such rules as are consistent with this Section 2.11 for the implementation of the elections provided for herein as shall be necessary or desirable fully to effect such elections.such

Elections. (a) Each person who, on or prior Subject to the Election Date referred to allocation procedures set forth in paragraph (c) belowthis Article, is a record each holder of shares of Company Common Stock (other than holders of shares to be canceled as set forth in Section 2.06(a)) will be entitled, with respect to all or any portion the Merger Consideration to be received for each share of his sharesCompany Common Stock held by such holder, to make an unconditional election (i) elect to receive the Stock Consideration (a "Stock Election") with respect to such holder's Company Common Stock ("Stock Election Shares"), (ii) elect to receive the Cash Consideration (a "Cash Election") on or prior with respect to such holder's Company Common Stock ("Cash Election Date to receive the Cash Consideration (subject to Section 2.06), on the basis hereinafter set forth. (b) Prior to the mailing of the Proxy Statement, IHK shall appoint the Exchange Agent for the payment of the Merger Consideration. (c) The Company shall prepare and mail a form of election, which form shall be subject to the reasonable approval of IHK and Merger Sub (the "Form of ElectionShares"), (iii) make no election (a "No-Election") with the Proxy Statement respect to the record holders such holder's Company Common Stock ("No-Election Shares") or (iv) elect to make a Stock Election with respect to some of such holder's shares of Company Common Stock as of the record date for the Company Stockholders' Meeting, which Form of Election shall be used by each record holder of shares of Company Common Stock who wishes to make and a Cash Election, subject Election with respect to the provisions of Section 2.06 hereof, for any or all remaining shares of Company Common Stock held by such holderholder (a "Split Election"). The Company will use commercially reasonable efforts Any Dissenting Shares shall be deemed to be No-Election Shares. Notwithstanding the foregoing, in order to make a Stock Election, the Form of Election and the Proxy Statement available to all persons who become holders number of shares of Company Common Stock during a Company stockholder elects to convert must equal or exceed 100 shares. (b) An election form and other appropriate transmittal materials (the period between "Letter of Transmittal and Election Form") will be mailed within three business days after the Effective Date to each holder of record of Company Common Stock as of the Effective Time permitting such holder (or in the case of nominee record date holders, the beneficial owner through proper instructions and the documentation) to make a (i) Stock Election, (ii) Cash Election, (iii) No-Election Date referred to belowor (iv) Split Election. Holders who hold in a variety of capacities may make a separate election in each capacity. Any such holder's Cash Election election shall have been properly made only if a bank or trust company designated by the Exchange Agent shall have received at its designated office, by 5:00 p.m., New York City time on the Business Day Parent (the "Election DateExchange Agent") next preceding the day on which the vote is taken at the Company Stockholders' Meeting (or any adjournment thereof) shall have actually received a Form of Election properly completed Letter of Transmittal and signed Election Form by the Election Deadline, described below. A Letter of Transmittal and Election Form will be properly completed only if accompanied by certificates for the representing all shares of Company Common Stock to which such Form of Election relates (or by 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 certificates are in fact delivered to the Exchange Agent within three NYSE trading days after the date of execution of such guarantee of delivery)converted thereby. Failure to deliver shares covered by such a guarantee of delivery within the time set forth therein shall invalidate an otherwise properly made Cash Election. (d) Any Form of Election may be revoked by the stockholder submitting it to the Exchange Agent only by written notice received by the Exchange Agent (i) prior to 5:00 p.m., New York City time, on the Election Date or (ii) after the date of the Company Stockholders Meeting, if (and to the extent that) the Exchange Agent is legally required to permit revocations and the Effective Time shall not have occurred prior to such date. In addition, all Forms of Election shall automatically be revoked if the Exchange Agent is notified in writing by IHK, Merger Sub and the Company that the Merger has been abandoned. If a Form of Election is revoked, the certificate or certificates (or guarantees of delivery, as appropriate) for the shares of Company Common Stock with respect to which the holder thereof shall not, as of the Election Deadline, have made such Form of Election relates shall be promptly returned to the stockholder submitting the same an election by submission to the Exchange Agent. (e) The determination Agent of the Exchange Agent an effective, properly completed Letter of Transmittal and Election Form shall be binding as deemed to whether or not elections to receive the Cash Consideration have been properly made or revoked pursuant to this Section 2.11 with respect to shares of Company Common Stock and when elections and revocations were received by it. If the Exchange Agent determines that any Cash Election was not properly made with respect to shares of Company Common Stock, such shares of Company Common Stock shall be treated by the Exchange Agent as shares of Company Common Stock which were not Cash No-Election Shares at the Effective Time, and such shares of Company Common Stock shall be exchanged in the Merger for Stock Consideration pursuant to Section 2.06(as defined herein). The Exchange Agent shall also make all computations have reasonable discretion to determine when any election, modification or revocation is received and whether any such election, modification or revocation has been properly made. (c) The Election Deadline shall be 5:00 p.m., Eastern Time, on the 10th business day following but not including the date of mailing of the Letter of Transmittal and Election Form or such other date as to the allocation Parent and the proration contemplated by Section 2.06, and any such computation Company shall be conclusive and binding on the holders of shares of Company Common Stock. The Exchange Agent may, with the mutual agreement of IHK and Merger Sub, make such rules as are consistent with this Section 2.11 for the implementation of the elections provided for herein as shall be necessary or desirable fully to effect such electionsmutually agree upon.

Elections. (ai) Each person Person who, on or prior to the Business Day next preceding the date of the Annual Meeting (the "Election Date referred to in paragraph (c) belowDate"), is a record holder of shares of Company Common Stock (other than holders of shares to be canceled as set forth in Section 2.06(a)) will be entitled, with respect to any or all or any portion of his such shares, to make an unconditional election (a "Cash Election") on or prior to such Election Date to receive retain the Cash Consideration Stock Election Price (subject to Section 2.06), a "Stock Election") on the basis hereinafter set forth. (bii) Prior to the mailing of the Proxy StatementJoint Disclosure Document, IHK the Company shall appoint an agent reasonably acceptable to AAC (the "Exchange Agent Agent") for the payment purpose of exchanging certificates representing shares of Company Common Stock for the Merger Consideration. (ciii) The Company shall prepare and mail a form of election, which form shall be subject to the reasonable approval of IHK and Merger Sub AAC (the "Form of Election"), with the Proxy Statement Joint Disclosure Document to the record holders of shares of Company Common Stock as of the record date for the Company Stockholders' Annual Meeting, which Form of Election shall be used by each record holder of shares of Company Common who makes a Stock who wishes Election with respect to make a Cash Election, subject to the provisions of Section 2.06 hereof, for any or all shares of Company Common Stock held by such holder's shares. The Company will use commercially its reasonable best efforts to make the Form of Election and the Proxy Statement Joint Disclosure Document available to all persons who become holders of shares of Company Common Stock during the period between such record date and the Election Date referred to belowDate. Any such holder's Cash Stock Election shall have been properly made only if the Exchange Agent shall have received at its designated office, by 5:00 p.m., New York City time time, on the Business Day (the "Election Date") next preceding the day on which the vote is taken at the Company Stockholders' Meeting (or any adjournment thereof) , a Form of Election properly completed and signed and accompanied by certificates for the shares of Company Common Stock to which such Form of Election relates relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such certificates as set forth in such Form of Election from a firm which is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States, provided such certificates are in fact delivered to the Exchange Agent within three NYSE New York Stock Exchange trading days after the date of execution of such guarantee of delivery). Failure to deliver shares covered by such a guarantee of delivery within the time set forth therein shall invalidate an otherwise properly made Cash Election. (div) Any Form of Election may be revoked by the stockholder holder submitting it, or causing it to be submitted, to the Exchange Agent only by written notice received by the Exchange Agent (i) prior to 5:00 p.m., New York City time, on the Election Date or (ii) after the date of the Company Stockholders MeetingElection Date, if (and to the extent that) the Exchange Agent is legally required to permit revocations revocations, and the Effective Time shall not have occurred prior to such date. In addition, all Forms of Election shall automatically be revoked if the Exchange Agent is notified in writing by IHK, Merger Sub and AAC or the Company that the Merger has been abandonedabandoned or this Agreement has been terminated. If a Form of Election is revoked, the certificate or certificates (or guarantees of delivery, as appropriate) for the shares of Company Common Stock to which such Form of Election relates shall be promptly returned by the Exchange Agent to the stockholder submitting the same to the Exchange Agent. (ev) The good faith determination of the Exchange Agent shall be binding as to whether or not elections to receive the Cash Consideration Stock Elections have been properly made or revoked pursuant to this Section 2.11 2(e) with respect to shares of Company Common Stock and when elections and revocations were received by it. If the Exchange Agent determines that any Cash Stock Election either (x) was not properly made with respect or (y) was not submitted to shares of Company Common Stock, such shares of Company Common Stock shall be treated or received by the Exchange Agent as shares of Company Common Stock which were not Cash Election Shares at the Effective Timewith respect to any shares, and such shares of Company Common Stock shall be exchanged converted into Merger Consideration in the Merger for Stock Consideration pursuant to accordance with Section 2.062(d)(viii)(B). The Exchange Agent shall also make all computations as to the allocation and the proration contemplated by Section 2.062(f), and any such computation shall be conclusive and binding on the holders of shares of Company Common Stockshares. The Exchange Agent may, with the mutual agreement of IHK AAC and Merger Subthe Company, make such rules as are consistent with this Section 2.11 2(e) for the implementation of the elections provided for herein as shall be necessary or desirable fully to effect such elections.

Elections. (a) Each person who, on or prior to Person who as of the Election Date referred to in paragraph (c) below, Effective Time is a record holder of shares of Company Common Stock (other than holders of shares to be canceled as set forth in Section 2.06(a)) will shall be entitled, with respect to all or any portion of his such shares, to make an unconditional election (a "Cash an “Election"”) on or prior to such Election Date to receive the Cash Parent Merger Consideration (in cash, subject to the terms of this Section 2.062.6 (each share of Company Common Stock with respect to which an Election has been effectively made and not properly revoked or lost, an “Electing Share”). If an Election has not been properly made with respect to a share of Company Common Stock or such Election is properly revoked, such share of Company Common Stock shall be treated by the Exchange Agent as having elected to receive Parent Common Stock (any such share, a “Non-Electing Share”). For the purpose of making Elections, a record holder of Company Common Stock that is a registered clearing agency and whose legal title on the basis hereinafter set forthbehalf of multiple ultimate beneficial owners shall be entitled to submit elections as if each ultimate beneficial owner were a record holder of Company Common Stock. (b) Prior to the mailing of the Proxy Statement, IHK shall appoint the Exchange Agent for the payment of the Merger Consideration. (c) The Company shall prepare (in a form reasonably acceptable to Parent) and mail a form of election, which form shall be subject to the reasonable approval of IHK and Merger Sub election (the "“Form of Election"), ”) with the Proxy Statement to the record holders of shares of Company Common Stock of record as of the record date for the Company Stockholders' ’ Meeting, which Form of Election shall be used by each record holder of shares of Company Common Stock who wishes to make a Cash Election, subject an Election with respect to the provisions of Section 2.06 hereofParent Merger Consideration. In addition, for any or all shares of the Company Common Stock held by such holder. The Company will shall use commercially reasonable its best efforts to make the Form of Election and the Proxy Statement available to all persons Persons who become holders of shares of Company Common Stock during the period between such record date and the Election Date referred to belowCompany Stockholders’ Meeting. Any such holder's Cash ’s Election shall have been to receive the Parent Merger Consideration in cash will be properly made only if the Exchange Agent shall have has received at its designated office, by 5:00 p.m., New York City time on time, no later than the Business Day that is five Business Days preceding the Closing Date (the "“Election Date") next preceding the day on which the vote is taken at the Company Stockholders' Meeting (or any adjournment thereof) ”), a Form of Election properly completed and signed and accompanied by certificates for the shares of Company Common Stock to which such Form of Election relates (or by 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 certificates are in fact delivered to the Exchange Agent within three NYSE trading days after the date of execution of such guarantee of delivery). Failure to deliver shares covered by such a guarantee of delivery within the time set forth therein shall invalidate an otherwise properly made Cash Election. (dc) Any A Form of Election may be revoked by the stockholder holder of Company Common Stock submitting it such Form of Election to the Exchange Agent only by written notice received by the Exchange Agent (i) prior to 5:00 p.m., New York City time, on the Election Date or (ii) after the date of the Company Stockholders Stockholders’ Meeting, if (and to the extent that) the Exchange Agent is legally required to permit such revocations and the Effective Time shall has not have occurred prior to such daterevocation. In addition, all Forms of Election shall automatically be revoked if the Exchange Agent is notified in writing by IHK, Merger Sub Parent and the Company that the First Merger has been abandoned. If a Form of Election is revoked, the certificate or certificates (or guarantees of delivery, as appropriate) for the shares Any holder of Company Common Stock to which such who has revoked its Form of Election relates and has not submitted a separate Form of Election pursuant to the terms of Section 2.6(b) by the proper time on the Election Date shall be promptly returned deemed not to have made an Election, and the stockholder submitting the same to shares held by such holder shall be treated by the Exchange AgentAgent as Non-Electing Shares. (ed) The determination of the Exchange Agent shall be binding as have discretion to determine whether or not elections an Election to receive the Cash Parent Merger Consideration have in cash has been properly made or revoked pursuant to this Section 2.11 2.6 with respect to shares of Company Common Stock and when elections Elections and revocations were received by it. If the Exchange Agent determines that any Cash Election was not properly made with respect to shares a share of Company Common Stock, such shares of Company Common Stock share shall be treated by the Exchange Agent as shares of Company Common Stock which were not Cash Election Shares at the Effective Time, and such shares of Company Common Stock shall be exchanged in the Merger for Stock Consideration pursuant to Section 2.06a Non-Electing Share. The Exchange Agent shall also make all computations as to the allocation and the proration contemplated by Section 2.06, 2.6(f) and any such computation shall be conclusive and binding on the holders of shares of Company Common Stock. The Exchange Agent may, with the mutual agreement of IHK Parent and Merger Subthe Company, make such rules as are consistent with this Section 2.11 2.6 for the implementation of the elections provided for herein as shall be necessary or desirable fully to effect such elections.

Elections. (a) Each person whoholder of record of Company Shares issued and outstanding immediately prior to the Election Deadline shall have the right, subject to the limitations set forth in this ARTICLE II, to submit a Stock Election on or prior to the Election Date referred to Deadline in paragraph (c) below, is a record holder of shares of Company Common Stock (other than holders of shares to be canceled as set forth in Section 2.06(a)) will be entitled, accordance with respect to all or any portion of his shares, to make an unconditional election (a "Cash Election") on or prior to such Election Date to receive the Cash Consideration (subject to Section 2.06), on the basis hereinafter set forthfollowing procedures. (ba) Prior to Concurrently with the mailing of the Proxy Statement/Prospectus (the “Mailing Date”), IHK shall appoint the Exchange Agent for the payment of the Merger Consideration. (c) The Company shall prepare cause an election form in such form as Parent shall specify and mail a form of election, which form shall be subject that is reasonably acceptable to the reasonable approval of IHK and Merger Sub Company (the "Form of Election"“Election Form”) (and which shall comply with Section 2.03(b), with the Proxy Statement ) to the be mailed to record holders of shares of Company Common Stock Shares as of the record date for the Company Stockholders' Stockholders Meeting, which Form of Election shall be used by each record holder of shares of Company Common Stock who wishes to make a Cash Election, subject to the provisions of Section 2.06 hereof, for any or all shares of Company Common Stock held by such holder. The Company will use commercially reasonable efforts shall make available one or more Election Forms as may reasonably be requested from time to make the Form of Election and the Proxy Statement available to time by all persons who become holders of shares of Company Common Stock Shares during the period between such following the record date and the Election Date referred to below. Any such holder's Cash Election shall have been properly made only if the Exchange Agent shall have received at its designated office, by 5:00 p.m., New York City time on the Business Day (the "Election Date") next preceding the day on which the vote is taken at for the Company Stockholders' Stockholders Meeting (or any adjournment thereof) a Form of Election properly completed and signed and accompanied by certificates for the shares of Company Common Stock to which such Form of Election relates (or by 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 certificates are in fact delivered to the Exchange Agent within three NYSE trading days after the date of execution of such guarantee of delivery). Failure to deliver shares covered by such a guarantee of delivery within the time set forth therein shall invalidate an otherwise properly made Cash Election. (d) Any Form of Election may be revoked by the stockholder submitting it to the Exchange Agent only by written notice received by the Exchange Agent (i) prior to 5:00 p.m., New York City time, on the Election Date or (ii) after the date of Business Day immediately prior to the Company Stockholders MeetingMeeting (the “Election Deadline”). (b) Each Election Form shall permit the holder (or the beneficial owner through customary documentation and instructions) of Company Shares to specify the number of such holder’s Company Shares with respect to which such holder elects to receive the Stock Consideration (such an election with respect to any Company Shares, if (and to the extent that) the Exchange Agent is legally required to permit revocations and the Effective Time shall not have occurred prior to such datea “Stock Election”). In addition, all Forms of Each Stock Election shall automatically be revoked subject to Section 2.02. (c) Any Stock Election made pursuant to this Section 2.03 will have been properly made only if the Exchange Agent is notified will have actually received a properly completed Election Form, in writing the case of a Stock Election in respect of any Company Shares represented by IHKa Company Certificate, Merger Sub together with the applicable Company Certificate, by the Election Deadline. None of Parent, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election Form. (d) Parent and the Company that shall publicly announce the Merger has been abandonedanticipated Election Deadline at least three Business Days prior to the anticipated Election Deadline. If the Company Stockholders Meeting is delayed to a Form of Election is revokedsubsequent date, the certificate or certificates (or guarantees of delivery, as appropriate) for the shares of Company Common Stock to which such Form of Election relates Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly returned to announce any such delay and, when determined, the stockholder submitting the same to the Exchange Agentrescheduled Election Deadline. (e) The determination of the Exchange Agent shall Any Election Form may be binding as to whether or not elections to receive the Cash Consideration have been properly made or revoked pursuant to this Section 2.11 with respect to shares all or a portion of the Company Common Stock and when elections and revocations were Shares subject thereto by the holder who submitted the applicable Election Form by written notice received by it. If the Exchange Agent determines that any Cash Election was not properly made with respect to shares of Company Common Stock, such shares of Company Common Stock shall be treated by the Exchange Agent prior to the Election Deadline. If an Election Form is revoked, the Company Shares as shares of Company Common to which such Stock which were not Cash Election previously applied shall be No Election Shares at unless a contrary Stock Election is subsequently submitted by the Effective Time, and such shares of Company Common Stock shall be exchanged in the Merger for Stock Consideration pursuant to Section 2.06. The Exchange Agent shall also make all computations as holder prior to the allocation and the proration contemplated by Section 2.06, and any such computation shall be conclusive and binding on the holders of shares of Company Common Stock. The Exchange Agent may, with the mutual agreement of IHK and Merger Sub, make such rules as are consistent with this Section 2.11 for the implementation of the elections provided for herein as shall be necessary or desirable fully to effect such electionsElection Deadline.

Elections. (a) Each person who, on or prior to the Election Date referred to in paragraph (c) below, is a record holder of shares of Company Common Stock (other than holders of shares to be canceled as set forth in Section 2.06(a)) will be entitled, with respect to all or any portion of his sharesShares, to make an unconditional election (a "Cash Election") on or prior to such Election Date to receive the Cash Consideration (subject to Section 2.06), on the basis hereinafter set forth. (b) Prior to the mailing of the Proxy Statement, IHK the Sub shall appoint a bank or trust company to act as paying agent (the Exchange Agent "Paying Agent") for the payment of the Merger Consideration. (c) The Company shall prepare and mail a form of election, which form shall be subject to the reasonable approval of IHK and Merger the Sub (the "Form of Election"), with the Proxy Statement to the record holders of shares of Company Common Stock as of the record date for the Company Stockholders' Stockholders Meeting, which Form of Election shall be used by each record holder of shares of Company Common Stock who wishes to make a Cash ElectionElection for any or all shares of Company Common Stock held, subject to the provisions of Section 2.06 hereof, for any or all shares of Company Common Stock held by such holder. The Company will use commercially reasonable efforts to make the Form of Election and the Proxy Statement available to all persons who become holders of shares of Company Common Stock during the period between such record date and the Election Date referred to below. Any such holder's Cash Election shall have been properly made only if the Exchange Paying Agent shall have received at its designated office, by 5:00 p.m., New York City time on the Business Day (the "Election Date") next preceding the day on which the vote is taken at the Company Stockholders' Stockholders Meeting (or any adjournment thereof) a Form of Election properly completed and signed and accompanied by certificates for the shares of Company Common Stock to which such Form of Election relates (or by 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 certificates are in fact delivered to the Exchange Paying Agent within three (3) NYSE trading days after the date of execution of such guarantee of delivery). Failure to deliver shares covered by such a guarantee of delivery within the time set forth therein shall invalidate an otherwise properly made Cash Election. (d) Any Form of Election may be revoked by the stockholder submitting it to the Exchange Paying Agent only by written notice received by the Exchange Paying Agent (i) prior to 5:00 p.m., New York City time, on the Election Date or (ii) after the date of the Company Stockholders Meeting, if (and to the extent that) the Exchange Paying Agent is legally required to permit revocations and the Effective Time shall not have occurred prior to such date. In addition, all Forms of Election shall automatically be revoked if the Exchange Paying Agent is notified in writing by IHK, Merger the Sub and the Company that the Merger has been abandoned. If a Form of Election is revoked, the certificate or certificates (or guarantees of delivery, as appropriate) for the shares of Company Common Stock to which such Form form of Election relates shall be promptly returned to the stockholder submitting the same to the Exchange Paying Agent. (e) The determination of the Exchange Agent shall be binding as to whether or not elections to receive the Cash Consideration have been properly made or revoked pursuant to this Section 2.11 with respect to shares of Company Common Stock and when elections and revocations were received by it. If the Exchange Agent determines that any Cash Election was not properly made with respect to shares of Company Common Stock, such shares of Company Common Stock shall be treated by the Exchange Agent as shares of Company Common Stock which were not Cash Election Shares at the Effective Time, and such shares of Company Common Stock shall be exchanged in the Merger for Stock Consideration pursuant to Section 2.06. The Exchange Agent shall also make all computations as to the allocation and the proration contemplated by Section 2.06, and any such computation shall be conclusive and binding on the holders of shares of Company Common Stock. The Exchange Agent may, with the mutual agreement of IHK and Merger Sub, make such rules as are consistent with this Section 2.11 for the implementation of the elections provided for herein as shall be necessary or desirable fully to effect such elections.

Elections. (a) Each person who, on or prior to who as of the Election Date referred to in paragraph (c) below, Effective Time is a record holder of shares of Company Common Stock (other than holders of shares to be canceled as set forth in Section 2.06(a)) will shall be entitled, with respect to all or any portion of his such shares, to make an unconditional election (a "Cash an “Election"”) on or prior to such Election Date to receive the Per Share Cash Consideration Price in lieu of the Per Share Stock Consideration. Each election shall be for a specified number of shares of company Common Stock (subject the “Specified Number”). If a holder of Company Common Stock fails to Section 2.06)specify a Specified Number on its Form of Election, such holder shall be deemed not to have made an Election, and such holder’s shares shall be treated by the Exchange Agent as Non-Electing Shares. For the purpose of making Elections and determining whether a Specified Number has or has not been specified, a record holder of Company Common Stock that is a registered clearing agency and whose legal title on the basis hereinafter set forthbehalf of multiple ultimate beneficial owners shall be entitled to submit elections as if each ultimate beneficial owner were a record holder of Company Common Stock. (b) Prior to the mailing of the Proxy Statement, IHK shall appoint the Exchange Agent for the payment of the Merger Consideration. (c) The Company shall prepare and mail a form of election, which form shall be subject to the reasonable approval of IHK and Merger Sub election (the "“Form of Election"), ”) with the Proxy Statement (as defined in Section 3.7) to the record holders of shares of Company Common Stock of record as of the record date for the Company Stockholders' MeetingStockholders Meeting (as defined in Section 6.3(b)), which Form of Election shall be used by each record holder of shares of Company Common Stock who wishes to make a elect to receive the Per Share Cash Election, subject to the provisions of Section 2.06 hereof, Price for any or all shares of Company Common Stock held by such holder. The In addition, the Company will shall use commercially reasonable its best efforts to make the Form of Election and the Proxy Statement available to all persons who become holders of shares of Company Common Stock during the period between such record date and the Election Date referred to belowCompany Stockholders Meeting. Any such holder's election to receive the Per Share Cash Election shall have been Price will be properly made only if the Exchange Agent shall have has received at its designated office, by 5:00 p.m., New York City time on time, no later than the Business Day that is five (5) Business Days preceding the Closing Date (the "“Election Date") next preceding the day on which the vote is taken at the Company Stockholders' Meeting (or any adjournment thereof) ”), a Form of Election properly completed and signed and accompanied by certificates for (if such shares are not Book-Entry Shares) the shares of Company Common Stock Certificate or Certificates to which such Form of Election relates relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such certificates Certificate or 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 DealersFinancial Industry Regulatory Authority, Inc. or a commercial bank or of trust company having an office or correspondent in the United States, provided such certificates are in fact delivered to the Exchange Agent within three NYSE trading days after the date of execution of such guarantee of delivery). Failure to deliver shares covered by such a guarantee of delivery within the time set forth therein shall invalidate an otherwise properly made Cash Election. (dc) Any Form of Election may be revoked by the stockholder holder of Company Common Stock submitting it such Form of Election to the Exchange Agent only by written notice received by the Exchange Agent (i) prior to 5:00 p.m., New York City time, on the Election Date or (ii) after the date of the Company Stockholders Meeting, if (and to the extent that) the Exchange Agent is legally required to permit such revocations and the Effective Time shall has not have occurred prior to such daterevocation. In addition, all Forms of Election shall automatically be revoked if the Exchange Agent is notified in writing by IHK, Merger Sub Parent and the Company that the First Merger has been abandoned. If a Form of Election is so revoked, the certificate Certificate or certificates Certificates (or guarantees guarantee of delivery, as appropriate) for the shares of Company Common Stock to which such Form of Election relates shall be promptly returned to the stockholder holder of Company Common Stock submitting the same such Form of Election to the Exchange Agent. Any holder of Company Common Stock who has revoked their Form of Election and has not submitted a separate Form of Election pursuant to the terms of Section 2.3(b) by the proper time on the Election Date shall be deemed not to have made an Election, the shares held by such holder shall be treated by the Exchange Agent as Non-Electing Shares. (ed) The determination of the Exchange Agent shall be binding as have discretion to determine whether or not elections an election to receive the Per Share Cash Consideration have Price has been properly made or revoked pursuant to this Section 2.11 2.3 with respect to shares of Company Common Stock and when elections and revocations were received by it. If the Exchange Agent determines that any election to receive the Per Share Cash Election Price was not properly made with respect to shares of Company Common Stock, such shares of Company Common Stock shall be treated by the Exchange Agent as shares of Company Common Stock which that were not Cash Election Shares at the Effective Time, and such shares of Company Common Stock shall be exchanged in the Merger for Stock Consideration pursuant to Section 2.06Non-Electing Shares. The Exchange Agent shall also make all computations as to the allocation and the proration contemplated by Section 2.06, 2.1(a)(ii)(3) and Section 2.1(a)(ii)(4) and any such computation shall be conclusive and binding on the holders of shares of Company Common Stock. The Exchange Agent may, with the mutual agreement of IHK Parent and Merger Subthe Company, make such rules as are consistent with this Section 2.11 2.3 for the implementation of the elections provided for herein as shall be necessary or desirable fully to effect such elections.

Elections. (a) Each person who, on or prior to the Election Date referred to in paragraph (cb) below, is a record holder of shares of Company Common Stock (other than holders of shares to be canceled as set forth in Section 2.06(a)) will shall be entitled, with respect to all or any portion of his such shares, to make an unconditional election (a "Cash Election") Stock Election on or prior to such Election Date to receive the Cash Consideration (subject to Section 2.06)Date, on the basis hereinafter set forth. (b) Prior to the mailing of the Proxy Statement, IHK shall appoint the Exchange Agent for the payment of the Merger Consideration. (c) The Company Parent shall prepare and mail a form of election, which form shall be subject to the reasonable approval of IHK and Merger Sub the Company (the "“Form of Election"), ”) and shall be mailed with the Joint Proxy Statement to the record holders of shares of Company Common Stock as of the record date for the Company Stockholders' Stockholders Meeting), which Form of Election shall be used by each record holder of shares of Company Common Stock who wishes to make a Cash Election, subject elect to receive the provisions of stock consideration pursuant to Section 2.06 hereof, 2.01(c)(1) for any or all shares of Company Common Stock held by such holder. The Company will shall use commercially all reasonable efforts to make the Form of Election and the Joint Proxy Statement available to all persons who become record holders of shares of Company Common Stock during the period between such record date and the Election Date referred Date, including using reasonable efforts to belowmail a Form of Election to all such persons who become record holders prior to the seventh Business Day prior to the Election Date. Any such holder's Cash Election ’s election to receive the stock consideration pursuant to Section 2.01(c)(1) shall have been properly made only if the Exchange Agent shall have received at its designated office, by 5:00 p.m., New York City time Pacific Standard Time, on the Business Day immediately preceding the Closing Date (the "“Election Date") next preceding the day on which the vote is taken at the Company Stockholders' Meeting (or any adjournment thereof) ”), a Form of Election properly completed and signed and accompanied by certificates Certificates for the shares of Company Common Stock to which such Form of Election relates relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or accompanied by an appropriate guarantee of delivery of such certificates Certificates as set forth in such Form of Election from a firm which is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States, provided such certificates Certificates are in fact delivered to the Exchange Agent within three NYSE New York Stock Exchange trading days after the date of execution of such guarantee of delivery). Failure to deliver shares Certificates covered by such a any guarantee of delivery within three New York Stock Exchange trading days after the time set forth therein date of execution of such guarantee of delivery shall be deemed to invalidate an any otherwise properly made Cash Stock Election. Parent and the Company will announce the anticipated Closing Date at least three Business Days, but not more than ten Business Days, prior thereto. If the Closing is delayed to a subsequent date, the Election Date shall be similarly delayed and Parent will promptly announce such rescheduled Election Date and Closing. (dc) Any Form of Election may be revoked by the stockholder submitting it who submitted such Form of Election to the Exchange Agent only by written notice received by the Exchange Agent (i) prior to 5:00 p.m., New York City timePacific Time, on the Election Date or (ii) after the date of the Company Stockholders Meetingsuch time, if (and only to the extent that) the Exchange Agent is legally required to permit revocations and only if the Effective Time shall not have occurred prior to such date. In addition, all Forms of Election shall automatically be revoked if the Exchange Agent is notified in writing by IHK, Merger Sub Parent and the Company that the Merger has been abandoned. If a Form of Election is revoked, the certificate Certificate or certificates Certificates (or guarantees of delivery, as appropriate) for the shares of Company Common Stock to which such Form of Election relates shall be promptly returned to the stockholder submitting the same to the Exchange AgentAgent and any such shares shall be treated as Non-Electing Shares (unless and until another duly completed Form of Election (and the Certificate or Certificates, or guarantees of delivery, as applicable, to which such Form of Election relates) has been submitted to the Exchange Agent in accordance with this Agreement). (ed) The determination of the Exchange Agent in its sole discretion shall be binding as to whether or not elections to receive the Cash Consideration stock consideration pursuant to Section 2.01(c)(1) have been properly made or revoked pursuant to this Section 2.11 2.03 with respect to shares of Company Common Stock and when elections and revocations were received by it. If no Form of Election is received with respect to shares of Company Common Stock, or if the Exchange Agent determines that any Cash Election election to receive the stock consideration pursuant to Section 2.01(c)(1) was not properly made with respect to shares of Company Common Stock, such shares of Company Common Stock shall be treated by the Exchange Agent as shares of Company Common Stock which were not Cash Election Non-Electing Shares at the Effective Time, and such shares of Company Common Stock shall be exchanged converted into the right to receive the Cash Consideration in the Merger for Stock Consideration pursuant accordance with Section 2.01(c)(1)(ii) (subject to Section 2.062.01(e)). The Exchange Agent shall also make all computations as to the allocation and the proration contemplated by Section 2.062.01(e), and absent manifest error any such computation shall be conclusive and binding on the holders of shares of Company Common Stock. The Exchange Agent may, with the mutual agreement of IHK Parent and Merger Subthe Company, make such rules as are consistent with this Section 2.11 2.03 for the implementation of the elections provided for herein as shall be necessary or desirable fully to effect such elections.

Elections. (a) Each person who, on or prior to the Election Date referred to in paragraph (cb) below, is a record holder of shares of Company Common Stock (other than holders of shares to be canceled as set forth in Section 2.06(a)) will shall be entitled, with respect to all or any portion of his such shares, to make an unconditional election (a "Cash Election") Stock Election on or prior to such Election Date to receive the Cash Consideration (subject to Section 2.06)Date, on the basis hereinafter set forth. (b) Prior to the mailing of the Proxy Statement, IHK shall appoint the Exchange Agent for the payment of the Merger Consideration. (c) The Company Parent shall prepare and mail a form of election, which form shall be subject to the reasonable approval of IHK and Merger Sub the Company (the "Form of Election"), ) and shall be mailed with the Joint Proxy Statement to the record holders of shares of Company Common Stock as of the record date for the Company Stockholders' Stockholders Meeting), which Form of Election shall be used by each record holder of shares of Company Common Stock who wishes to make a Cash Election, subject elect to receive the provisions of stock consideration pursuant to Section 2.06 hereof, 2.01(c)(1) for any or all shares of Company Common Stock held by such holder. The Company will shall use commercially all reasonable efforts to make the Form of Election and the Joint Proxy Statement available to all persons who become record holders of shares of Company Common Stock during the period between such record date and the Election Date referred Date, including using reasonable efforts to belowmail a Form of Election to all such persons who become record holders prior to the seventh Business Day prior to the Election Date. Any such holder's Cash Election election to receive the stock consideration pursuant to Section 2.01(c)(1) shall have been properly made only if the Exchange Agent shall have received at its designated office, by 5:00 p.m., New York City time Pacific Standard Time, on the Business Day immediately preceding the Closing Date (the "Election Date") next preceding the day on which the vote is taken at the Company Stockholders' Meeting (or any adjournment thereof) ), a Form of Election properly completed and signed and accompanied by certificates Certificates for the shares of Company Common Stock to which such Form of Election relates relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or accompanied by an appropriate guarantee of delivery of such certificates Certificates as set forth in such Form of Election from a firm which is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States, provided such certificates Certificates are in fact delivered to the Exchange Agent within three NYSE New York Stock Exchange trading days after the date of execution of such guarantee of delivery). Failure to deliver shares Certificates covered by such a any guarantee of delivery within three New York Stock Exchange trading days after the time set forth therein date of execution of such guarantee of delivery shall be deemed to invalidate an any otherwise properly made Cash Stock Election. Parent and the Company will announce the anticipated Closing Date at least three Business Days, but not more than ten Business Days, prior thereto. If the Closing is delayed to a subsequent date, the Election Date shall be similarly delayed and Parent will promptly announce such rescheduled Election Date and Closing. (dc) Any Form of Election may be revoked by the stockholder submitting it who submitted such Form of Election to the Exchange Agent only by written notice received by the Exchange Agent (i) prior to 5:00 p.m., New York City timePacific Time, on the Election Date or (ii) after the date of the Company Stockholders Meetingsuch time, if (and only to the extent that) the Exchange Agent is legally required to permit revocations and only if the Effective Time shall not have occurred prior to such date. In addition, all Forms of Election shall automatically be revoked if the Exchange Agent is notified in writing by IHK, Merger Sub Parent and the Company that the Merger has been abandoned. If a Form of Election is revoked, the certificate Certificate or certificates Certificates (or guarantees of delivery, as appropriate) for the shares of Company Common Stock to which such Form of Election relates shall be promptly returned to the stockholder submitting the same to the Exchange AgentAgent and any such shares shall be treated as Non-Electing Shares (unless and until another duly completed Form of Election (and the Certificate or Certificates, or guarantees of delivery, as applicable, to which such Form of Election relates) has been submitted to the Exchange Agent in accordance with this Agreement). (ed) The determination of the Exchange Agent in its sole discretion shall be binding as to whether or not elections to receive the Cash Consideration stock consideration pursuant to Section 2.01(c)(1) have been properly made or revoked pursuant to this Section 2.11 2.03 with respect to shares of Company Common Stock and when elections and revocations were received by it. If no Form of Election is received with respect to shares of Company Common Stock, or if the Exchange Agent determines that any Cash Election election to receive the stock consideration pursuant to Section 2.01(c)(1) was not properly made with respect to shares of Company Common Stock, such shares of Company Common Stock shall be treated by the Exchange Agent as shares of Company Common Stock which were not Cash Election Non-Electing Shares at the Effective Time, and such shares of Company Common Stock shall be exchanged converted into the right to receive the Cash Consideration in the Merger for Stock Consideration pursuant accordance with Section 2.01(c)(1)(ii) (subject to Section 2.062.01(e)). The Exchange Agent shall also make all computations as to the allocation and the proration contemplated by Section 2.062.01(e), and absent manifest error any such computation shall be conclusive and binding on the holders of shares of Company Common Stock. The Exchange Agent may, with the mutual agreement of IHK Parent and Merger Subthe Company, make such rules as are consistent with this Section 2.11 2.03 for the implementation of the elections provided for herein as shall be necessary or desirable fully to effect such elections.

Elections. (ai) Each person whoPerson (other than Ruby, Diamond or any of their respective Subsidiaries) who on or prior to the Election Date referred to in paragraph (c) below, Deadline is a holder of record holder of shares of Company Diamond Common Stock as evidenced by Certificates (other than holders of shares provided that, in order for a valid Unit Election to be canceled as set forth made under this Section 2.1(c) with respect to shares of Diamond Common Stock held on behalf of a beneficial owner through a broker, dealer, bank or similar nominee (it being understood that a trust or trustee shall not be considered a nominee for this purpose) or in Section 2.06(a)the name of a participant in the Depositary Trust Company's book-entry transfer system, prior to such Unit Election such shares shall have been withdrawn from such arrangement and shall be held in the form of Certificates) will shall be entitled, with respect to all or any a portion of his sharessuch shares of Diamond Common Stock, to make an unconditional election (a "Cash Unit Election") ), on or prior to such the Election Date Deadline, to receive the Cash Unit Consideration (subject to Section 2.06), on the basis hereinafter set forthforth in this Agreement. Each Person receiving the Unit Consideration pursuant to the Merger shall be deemed to have executed the Ruby Newco Operating Agreement as a Class B Unitholder (as defined thereunder) by virtue of such receipt and without any further action on any such Person's part. (bii) Prior to the mailing of the Proxy Statement, IHK shall appoint the Exchange Agent for the payment of the Merger Consideration. (c) The Company Ruby shall prepare a form, in form and mail a form of election, which form shall be subject substance reasonably acceptable to the reasonable approval of IHK and Merger Sub Diamond (the an "Form of ElectionElection Form"), with the Proxy Statement pursuant to the which a holder of record holders of shares of Company Diamond Common Stock as may make a Unit Election with respect to all or a portion of the record date for the Company Stockholders' Meeting, which Form of Election shall be used by each record holder of shares of Company Common Stock who wishes to make a Cash Election, subject to the provisions of Section 2.06 hereof, for any or all shares of Company Diamond Common Stock held by such holder. The Company will Election Form shall include statements and representations substantially in a form to be mutually agreed upon by Ruby and Diamond as promptly as practicable following the date of this Agreement ("Election Form Representations") that would be made by each holder of record submitting an Election Form (or, if the record holder is not the Person having discretion as to the matters covered by the Election Form Representations, then on behalf of the Person having such discretion). The Election Form shall provide that the Election Form Representations are being made as of the date the Election Form is submitted and as of the Effective Time. Diamond shall mail the Election Form, together with the Proxy Statement, to each holder of record of shares of Diamond Common Stock on the record date for the Diamond Stockholder Meeting and shall use commercially its reasonable best efforts to make the Election Form of Election and the Proxy Statement available to all persons any person who become holders becomes a record holder of shares of Company Diamond Common Stock during the period between such the record date and the Election Date referred to below. Any such holder's Cash Deadline. (iii) A Unit Election shall have been properly made be effective only if (A) the Exchange Agent shall have received at its designated office, by 5:00 p.m., New York City time on the Business Day (the "an Election Date") next preceding the day on which the vote is taken at the Company Stockholders' Meeting (or any adjournment thereof) a Form of Election properly completed and signed and accompanied by certificates for covering the shares of Company Diamond Common Stock to which such Form of Unit Election relates (or by an appropriate guarantee of delivery of such certificates as applies, executed and completed in accordance with the instructions set forth in such Form Election Form, together with the Certificates as to which the Unit Election is being made, no later than the later to occur of Election from a firm which is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States, provided such certificates are in fact delivered (subject to the Exchange Agent within three NYSE trading days after the date of execution of such guarantee of delivery). Failure to deliver shares covered by such a guarantee of delivery within the time set forth therein shall invalidate an otherwise properly made Cash Election. Section 6.4) (dx) Any Form of Election may be revoked by the stockholder submitting it to the Exchange Agent only by written notice received by the Exchange Agent (i) prior to 5:00 p.m., New York City time, on the Election third (3rd) Business Day preceding the Closing Date or and (iiy) after the Business Day immediately preceding the date of the Company Stockholders Meeting, if Diamond Stockholder Meeting (the "Election Deadline") and (B) the Election Form Representations are properly made pursuant to the extent thatElection Form (or with changes to such Election Form Representations as may be acceptable to counsel delivering the Tax Opinion in counsel's sole discretion) and not withdrawn. Ruby and Diamond shall publicly announce the anticipated Election Deadline at least five (5) Business Days prior to the anticipated Election Deadline. If the anticipated Closing Date is delayed to a subsequent date, the anticipated Election Deadline shall be similarly delayed to a subsequent date, and Ruby and Diamond shall promptly publicly announce any delay and, when determined, the rescheduled anticipated Election Deadline. A Unit Election may be revoked or changed only by delivering to the Exchange Agent is legally required to permit revocations and the Effective Time shall not have occurred Agent, prior to such date. In additionthe Election Deadline, all Forms a written notice of revocation or, in the case of a change, a properly completed revised Election shall automatically be revoked if the Exchange Agent is notified in writing by IHK, Merger Sub and the Company Form that the Merger has been abandoned. If a Form of Election is revoked, the certificate or certificates (or guarantees of delivery, as appropriate) for identifies the shares of Company Diamond Common Stock to which such the revised Election Form of Election relates shall be promptly returned to the stockholder submitting the same applies. Delivery to the Exchange Agent. (e) The determination Agent prior to the Election Deadline of a revised Election Form with respect to any shares of Diamond Common Stock shall result in the revocation of all prior Election Forms with respect to all such shares of Diamond Common Stock. Any termination of this Agreement in accordance with Article VII shall result in the revocation of all Election Forms delivered to the Exchange Agent on or prior to the date of termination. In the event of a revocation of a Unit Election with respect to any shares of Diamond Common Stock, the Exchange Agent shall be binding as immediately return any Certificates relating to whether or not elections such shares delivered to receive the Cash Consideration have been properly made or revoked pursuant to this Section 2.11 with respect to shares of Company Common Stock and when elections and revocations were received by it. If the Exchange Agent determines that any Cash Election was not properly made in connection with respect to shares the making of Company Common Stock, such shares of Company Common Stock shall be treated by the Exchange Agent as shares of Company Common Stock which were not Cash Election Shares at the Effective Time, and such shares of Company Common Stock shall be exchanged in the Merger for Stock Consideration pursuant to Section 2.06. The Exchange Agent shall also make all computations as election to the allocation and the proration contemplated by Section 2.06, and any Diamond stockholder that previously made such computation shall be conclusive and binding on the holders of shares of Company Common Stock. The Exchange Agent may, with the mutual agreement of IHK and Merger Sub, make such rules as are consistent with this Section 2.11 for the implementation of the elections provided for herein as shall be necessary or desirable fully to effect such electionselection.