Common use of Form of Election Clause in Contracts

Form of Election. (i) Prior to the Effective Time, Sovereign shall appoint Mellon Shareholder Services, LLC, or some other entity selected by Sovereign subject to the approval of First Essex (which approval shall not be unreasonably withheld or delayed), as the exchange and paying agent (the "Exchange Agent") for the payment and exchange of the Cash and Stock Consideration. (ii) Sovereign shall prepare a form of election (the "Form of Election") subject to the approval of First Essex (which approval shall not be unreasonably withheld or delayed) to be mailed by the Exchange Agent to the record holders of First Essex Common Stock not more than 60 Business Days or less than 20 Business Days prior to the Election Date. The Form of Election shall be used by each record holder of shares of First Essex Common Stock who wishes to elect to receive Sovereign Common Stock or cash for any or all shares of First Essex Common Stock held by such holder, subject to the provisions of Section 1.02(e). The Exchange Agent shall use reasonable efforts to make the Form of Election available to all persons who become holders of First Essex Common Stock during the period 18 between the record date (for the mailing of the Form of Election) and the Election Date. Any holder's election shall have been properly made only if the Exchange Agent shall have received at its designated office, by 5:00 p.m., New York City time, on the Business Day specified in the Form of Election (or a later Business Day specified by Sovereign in a subsequent press release) (the "Election Date", which Election Date shall be two Business Days prior to the date on which the Effective Time will occur), a Form of Election properly completed and signed and accompanied by certificates that immediately prior to the Effective Time represented issued and outstanding shares of First Essex Common Stock (the "First Essex Certificates") to which such Form of Election relates, in form acceptable for transfer on the books of First Essex (or by an appropriate guarantee of delivery of such First Essex Certificates as set forth in such Form of Election from a firm which is an "eligible guarantor institution" (as defined in Rule 17Ad- 15 under the Exchange Act) provided that such First Essex Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery). (iii) 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 prior to 5:00 p.m., New York City time, on the Election Date. If a Form of Election is revoked, the First Essex Certificate or First Essex Certificates (or guarantees of delivery, as appropriate) for the shares of First Essex Common Stock to which such Form of Election relates shall be promptly returned by the Exchange Agent to the stockholder of First Essex submitting the same. In addition, in the event that the Agreement is terminated for any reason, any First Essex Certificates in the possession of Sovereign or the Exchange Agent shall be promptly returned to the stockholder of First Essex who submitted the Form of Election to which such First Essex Certificates relate. (iv) Sovereign shall have the discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether Forms of Election have been properly completed, signed and submitted or revoked and to disregard immaterial defects in Forms of Election. The decision of Sovereign or the Exchange Agent in such matters shall be conclusive and binding. Neither Sovereign nor the Exchange Agent shall be under any obligation to notify any person of any defect in a Form of Election submitted to the Exchange Agent. The Exchange Agent shall also make, within seven business days after the Election Date, all computations contemplated by Section 1.02(e) and all such computations shall be conclusive and binding on the holder of shares of First Essex Common Stock. (v) For the purposes hereof, a holder of shares of First Essex Common Stock who does not submit a Form of Election which is subsequently received by the Exchange Agent prior to the Election Date (the "Non- Election Shares") shall be deemed not to have made a Cash Election, Stock Election or Mixed Election. If Sovereign or the Exchange Agent shall determine that any purported Election was not properly made, the shares subject to such improperly made Election shall be treated as Non-Election Shares. Non-Election Shares shall be treated as Cash Election Shares up to the Cash Election Number and as Stock Election Shares for any Non-Election Shares in excess of the Cash Election Number.

Form of Election. (i) Prior to the Effective Time, Sovereign shall appoint Mellon Shareholder Stockholder Services, LLC, or some other entity selected by Sovereign subject to the approval of First Essex Seacoast (which approval shall not be unreasonably withheld or delayed), as the exchange and paying agent (the "“Exchange Agent"”) for the payment and exchange of the Cash Consideration and the Stock Consideration. (ii) Sovereign shall prepare a form of election (the "“Form of Election"”) subject to the approval of First Essex Seacoast (which approval shall not be unreasonably withheld or delayed) to be mailed by the Exchange Agent to the record holders of First Essex Seacoast Common Stock not more than 60 Business Days or less than 20 Business Days prior to the Election Date. The Form of Election shall be used by each record holder of shares of First Essex Seacoast Common Stock who wishes to elect to receive Sovereign Common Stock or cash for any or all shares of First Essex Seacoast Common Stock held by such holder, subject to the provisions of Section 1.02(e). The Exchange Agent shall use reasonable efforts to make the Form of Election available to all persons who become holders of First Essex Seacoast Common Stock during the period 18 between the record date (for the mailing of the Form of Election) and the Election Date. Any holder's ’s election shall have been properly made only if the Exchange Agent shall have received at its designated office, by 5:00 p.m., New York City time, on the Business Day specified in the Form of Election (or a later Business Day specified by Sovereign in a subsequent press release) (the "“Election Date"”, which Election Date shall be two Business Days prior to the date on which the Effective Time will occur), a Form of Election properly completed and signed and accompanied by certificates that immediately prior to the Effective Time represented issued and outstanding shares of First Essex Seacoast Common Stock (the "First Essex “Seacoast Certificates"”) to which such Form of Election relates, in form acceptable for transfer on the books of First Essex Seacoast (or by an appropriate guarantee of delivery of such First Essex Seacoast Certificates as set forth in such Form of Election from a firm which is an "“eligible guarantor institution" ” (as defined in Rule 17Ad- 15 17Ad-15 under the Exchange Act) provided that such First Essex Seacoast Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery). (iii) Any Form of Election may be revoked or changed by the stockholder submitting it to the Exchange Agent only by written notice received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Election Date. If a Form of Election is revoked, the First Essex Seacoast Certificate or First Essex Seacoast Certificates (or guarantees of delivery, as appropriate) for the shares of First Essex Seacoast Common Stock to which such Form of Election relates shall be promptly returned without charge by the Exchange Agent to the stockholder of First Essex Seacoast submitting the same. In addition, in the event that the Agreement is terminated for any reason, any First Essex Seacoast Certificates in the possession of Sovereign or the Exchange Agent shall be promptly returned without charge to the stockholder of First Essex Seacoast who submitted the Form of Election to which such First Essex Seacoast Certificates relate. (iv) Sovereign shall have the reasonable discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether Forms of Election have been properly completed, signed and submitted or revoked and to disregard immaterial defects in Forms of Election. The good faith decision of Sovereign or the Exchange Agent in such matters shall be conclusive and binding. Neither Sovereign nor the Exchange Agent shall be under any obligation to notify any person of any defect in a Form of Election submitted to the Exchange Agent. The Exchange Agent shall also make, within seven business days Business Days after the Election Date, all computations contemplated by Section 1.02(e) and all such computations shall be conclusive and binding on the holder of shares of First Essex Seacoast Common Stock. (v) For the purposes hereof, a holder of shares of First Essex Seacoast Common Stock who (A) does not submit a Form of Election which is subsequently received by the Exchange Agent prior to the Election Date or (B) revokes a Form of Election prior to the "Non- Election Date and does not resubmit a properly completed Form of Election prior to the Election Date (in either case, “Non-Election Shares"”) shall be deemed not to have made a Cash Election, Stock Election or Mixed Election. If Sovereign or the Exchange Agent shall reasonably determine that any purported Election was not properly made, the shares subject to such improperly made Election shall be treated as Non-Election Shares. Non-Election Shares shall be treated as Cash Election Shares up to the Cash Election Number and as Stock Election Shares for any Non-Election Shares in excess of the Cash Election Number.

Form of Election. (ia) Prior to the Effective Time, Sovereign Parent shall appoint Mellon Shareholder Services, LLC, a bank or some other entity selected trust company as may be approved by Sovereign subject to the approval of First Essex Conectiv (which approval shall not be unreasonably withheld or delayed), withheld) as the exchange and paying agent (the "Exchange Agent") for the payment and exchange of the Cash and Stock Merger Consideration. (iib) Sovereign Parent shall prepare a form of election (the "Form of Election") which shall be subject to the approval of First Essex Conectiv (which approval shall not be unreasonably withheld or delayed) to be mailed by the Exchange Agent to the record holders of First Essex Common Conectiv Stock not more than 60 Business Days or nor less than 20 Business Days prior to the Election Date. The Form of Election shall be used by each record holder of shares of First Essex Common Conectiv Stock who wishes to elect to receive Sovereign HoldCo Common Stock or cash for any or all shares of First Essex Common Conectiv Stock held by such holder, subject to the provisions of Section 1.02(e)1.8. The Exchange Agent shall use reasonable efforts to make the Form of Election available to all persons who become holders of First Essex Common Conectiv Stock during the period 18 between the record date (for the mailing of the Form of Election) and the Election Date. Any holder's election shall have been properly made only if the Exchange Agent shall have received at its designated office, by 5:00 p.m., New York City time, on the Business Day specified in the Form of Election (or a later Business Day specified by Sovereign Parent in a subsequent press release) (the "Election Date"), which Election Date shall be two Business Days prior to the date on which the Effective Time will occur), a Form of Election properly completed and signed and accompanied by certificates that immediately prior to the Effective Time represented issued and outstanding shares of First Essex Common Conectiv Stock (the "First Essex Conectiv Certificates") representing the shares of Conectiv Stock to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of First Essex Conectiv (or by an appropriate guarantee of delivery of such First Essex Conectiv Certificates as set forth in such Form of Election from a firm which is an "eligible guarantor institution" (as defined in Rule 17Ad- 15 17Ad-15 under the Securities Exchange Act of 1934, as amended the "Exchange Act) ")); provided that such First Essex Conectiv Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery). (iiic) 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 prior to 5:00 p.m., New York City time, on the Election Date. If a Form of Election is revoked, the First Essex Conectiv Certificate or First Essex Conectiv Certificates (or guarantees of delivery, as appropriate) for the shares of First Essex Common Conectiv Stock to which such Form of Election relates shall be promptly returned by the Exchange Agent to the stockholder of First Essex Conectiv submitting the same. In addition, in the event that the Agreement is terminated for any reason, any First Essex Certificates in the possession of Sovereign or the Exchange Agent shall be promptly returned to the stockholder of First Essex who submitted the Form of Election to which such First Essex Certificates relate. (ivd) Sovereign Parent shall have the discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether Forms of Election have been properly completed, signed and submitted or revoked and to disregard immaterial defects in Forms of Election. The decision of Sovereign Parent or the Exchange Agent in such matters shall be conclusive and binding. Neither Sovereign Parent nor the Exchange Agent shall be under any obligation to notify any person of any defect in a Form of Election submitted to the Exchange Agent. The Exchange Agent shall also make, within seven business days after the Election Date, make all computations contemplated by Section 1.02(e) 1.8, and all such computations shall be conclusive and binding on the holder of shares of First Essex Common Conectiv Stock. (v) For the purposes hereof, a holder of shares of First Essex Common Stock who does not submit a Form of Election which is subsequently received by the Exchange Agent prior to the Election Date (the "Non- Election Shares") shall be deemed not to have made a Cash Election, Stock Election or Mixed Election. If Sovereign or the Exchange Agent shall determine that any purported Election was not properly made, the shares subject to such improperly made Election shall be treated as Non-Election Shares. Non-Election Shares shall be treated as Cash Election Shares up to the Cash Election Number and as Stock Election Shares for any Non-Election Shares in excess of the Cash Election Number.

Form of Election. (i) Prior to the Effective Time, Sovereign shall appoint Mellon Shareholder Services, LLC, a bank or some other entity selected by Sovereign trust company subject to the approval of First Essex Main Street (which approval shall not be unreasonably withheld or delayed), ) as the exchange and paying agent (the "Exchange Agent") for the payment and exchange of the Cash and Stock Consideration. (ii) Sovereign shall prepare a form of election (the "Form of Election") subject to the approval of First Essex Main Street (which approval shall not be unreasonably withheld or delayed) to be mailed by the Exchange Agent to the record holders of First Essex Main Street Common Stock not more than 60 Business Days or less than 20 Business Days prior to the Election election Date. The Form of Election shall be used by each record holder of shares of First Essex Main Street Common Stock who wishes to elect to receive Sovereign Common Stock or cash for any or all shares of First Essex Main Street Common Stock held by such holder, subject to the provisions of Section 1.02(e). The Exchange Agent shall use reasonable efforts to make the Form of Election available to all persons who become holders of First Essex Main Street Common Stock during the period 18 between the record date (for the mailing of the Form of Election) and the Election Date. Any holder's election shall have been properly made only if the Exchange Agent shall have received at its designated office, by 5:00 p.m., New York City time, on the Business Day specified in the Form of Election (or a later Business Day specified by Sovereign in a subsequent press release) (the "Election Date", which Election Date shall be two Business Days prior to the date on which the Effective Time will occur), a Form of Election properly completed and signed and accompanied by certificates that immediately prior to the Effective Time represented issued and outstanding shares of First Essex Main Street Common Stock (the "First Essex Main Street Certificates") representing the shares of Main Street Common Stock to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of First Essex Main Street (or by an appropriate guarantee of delivery of such First Essex Main Street Certificates as set forth in such Form of Election from a firm which is an "eligible guarantor institution" (as defined in Rule 17Ad- 15 17ad-15 under the Exchange Act) provided ); that such First Essex Xxxx Xxxxxx Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery). (iii) 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 prior to 5:00 p.m., New York City time, on the Election Date. If a Form of Election is revoked, the First Essex Main Street Certificate or First Essex Main Street Certificates (or guarantees of delivery, as appropriate) for the shares of First Essex Main Street Common Stock to which such Form of Election relates shall be promptly returned by the Exchange Agent to the stockholder of First Essex Main Street submitting the same. In addition, in the event that the Agreement is terminated for any reason, any First Essex Certificates in the possession of Sovereign or the Exchange Agent shall be promptly returned to the stockholder of First Essex who submitted the Form of Election to which such First Essex Certificates relate. (iv) Sovereign shall have the discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether whether, Forms of Election have been properly completed, signed and submitted or revoked and to disregard immaterial defects in Forms of Election. The decision of Sovereign or the Exchange Agent in such matters shall be conclusive and binding. Neither Sovereign nor the Exchange Agent shall be under any obligation to notify any person of any defect in a Form of Election submitted to the Exchange Agent. The Exchange Agent shall also make, within seven business days after the Election Date, make all computations contemplated by Section 1.02(e) and all such computations shall be conclusive and binding on the holder of shares of First Essex Main Street Common Stock. (v) For the purposes hereof, a holder of shares of First Essex Main Street Common Stock who does not submit a Form of Election which is subsequently received by the Exchange Agent prior to the Election Date (the "Non- Non-Election Shares") shall be deemed not to have made a Cash Election, Stock Election or Mixed Election. If Sovereign or the Exchange Agent shall determine that any purported Election was not properly made, the shares subject to such improperly made Election shall be treated as Non-Election Shares. Non-Election Shares shall be treated as Cash Election Shares up to the Cash Election Number and as Stock Election Shares for any Non-Election Shares in excess of the Cash Election NumberShares.

Form of Election. (ia) Prior to As promptly as reasonably practicable following the Effective Timedate of this Agreement, Sovereign shall appoint Mellon Shareholder Services, LLC, or some other entity selected by Sovereign subject to the approval of First Essex (which approval shall not be unreasonably withheld or delayed), as the exchange and paying agent (the "Exchange Agent") for the payment and exchange of the Cash and Stock Consideration. (ii) Sovereign Company shall prepare a form of election in form and substance reasonably acceptable to the TZ REIT and Parent (the "“Form of Election"”) subject pursuant to which each holder of Partnership Units will have the right to specify (i) the number, if any, of Partnership Units which it desires to have redeemed for Redemption Core Property LLC Interests pursuant to the approval Redemption and (ii) the number, if any, of First Essex (Partnership Units which approval shall not be unreasonably withheld or delayed) it desires to have exchanged for the right to receive the Partnership Merger Consideration. In order for a holder of a Partnership Unit to be mailed by the Exchange Agent to the record holders of First Essex Common Stock not more than 60 Business Days or less than 20 Business Days prior to the Election Date. The Form of Election shall be used by each record holder of shares of First Essex Common Stock who wishes eligible to elect to receive Sovereign Common Stock or cash for any or all shares have Partnership Units redeemed, (i) such holder of First Essex Common Stock held by Partnership Units must qualify as an Accredited Investor and (ii) such holder, subject to the provisions of Section 1.02(e). The Exchange Agent shall use reasonable efforts to make the Form of Election available to all persons who become holders of First Essex Common Stock during the period 18 between the record date (for the mailing of the Form of Election) and the Election Date. Any holder's election Redeeming OP Unit Holder 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 specified in the Form of Election (or a later Business Day specified by Sovereign in a subsequent press release) (the "Election Date", which Election Date shall be two Business Days prior to the date on which the Effective Time will occur), submitted a Form of Election in accordance with the procedures and time periods specified in this Section 8.10. (b) The Company shall mail Forms of Election to each holder of Partnership Units, together with any other materials that the Company and Parent determine to be necessary or prudent. An election to receive Redemption Core Property LLC Interests in the Redemption shall be effective only if a properly completed and signed and accompanied by certificates that immediately prior to the Effective Time represented issued and outstanding shares of First Essex Common Stock (the "First Essex Certificates") to which such executed Form of Election relates, in form acceptable for transfer on the books of First Essex (or by an appropriate guarantee of delivery of such First Essex Certificates as set forth in such Form of Election from a firm which is an "eligible guarantor institution" (as defined in Rule 17Ad- 15 under the Exchange Act) provided that such First Essex Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery). (iii) 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 Company or its designees prior to 5:00 p.m., New York City timePacific Time, on the Election Datetwentieth (20th) Business Day preceding the Company Stockholder Meeting or such shorter period as the parties shall agree. If a holder of Partnership Units fails to return a duly completed Form of Election is revokedwithin the time period specified above, such holder shall be deemed to have elected to convert each of such holder’s Partnership Units into the First Essex Certificate or First Essex Certificates (or guarantees right to receive the Partnership Merger Consideration upon the conversion thereof in the Partnership Merger. TZ REIT, TZ OP, Parent and the Company by mutual agreement shall have the right to make rules, not inconsistent with the terms of deliverythis Agreement, governing the validity of Forms of Election and the issuance and delivery of the TZ Units, as appropriate) for the shares of First Essex Common Stock to which such Form of Election relates shall be promptly returned by the Exchange Agent to the stockholder of First Essex submitting the same. In addition, in the event that the Agreement is terminated for any reason, any First Essex Certificates in the possession of Sovereign or the Exchange Agent shall be promptly returned to the stockholder of First Essex who submitted the Form of Election to which such First Essex Certificates relateapplicable. (ivc) Sovereign TZ REIT, TZ OP, the Company and the Partnership shall have the discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether Forms of Election have been properly completed, signed and submitted or revoked and to disregard immaterial defects in Forms of Election. The decision of Sovereign or the Exchange Agent in such matters shall be conclusive and binding. Neither Sovereign nor the Exchange Agent shall be under any obligation to notify any person of any defect in a Form of Election submitted to the Exchange Agent. The Exchange Agent shall also make, within seven business days after the Election Date, all computations contemplated by Section 1.02(e) and all such computations shall be conclusive and binding on the each reasonably cooperate with each holder of shares of First Essex Common Stock. (v) For Partnership Units who validly elects to receive Redemption Core Property LLC Interests to take all other reasonable and necessary steps so that such holders shall enjoy the purposes hereof, a holder of shares of First Essex Common Stock who does not submit a Form of Election which is subsequently received by the Exchange Agent prior to the Election Date (the "Non- Election Shares") shall be deemed not to have made a Cash Election, Stock Election or Mixed Election. If Sovereign or the Exchange Agent shall determine that any purported Election was not properly made, the shares subject to such improperly made Election shall be treated as Non-Election Shares. Non-Election Shares shall be treated as Cash Election Shares up to the Cash Election Number full rights and as Stock Election Shares for any Non-Election Shares in excess benefits of the Cash Election NumberRedemption Core Property LLC Interests and shall subsequently become members of TZ OP.

Form of Election. (i) Prior to the Effective Time, Sovereign shall appoint Mellon Shareholder Services, LLC, or some other entity selected by Sovereign subject to the approval of First Essex (which approval shall not be unreasonably withheld or delayed), as the exchange and paying agent (the "Exchange Agent") for the payment and exchange of the Cash and Stock Consideration. (ii) Sovereign Acquiror shall prepare a form of election (the "“Form of Election"”) which shall be subject to the approval of First Essex Bank (which approval shall not be unreasonably withheld or delayed) to be mailed by the Exchange Agent Bank to the record holders of First Essex shares of Bank Common Stock not more than 60 Business Days or nor less than 20 Business Days prior to the Election Date. The Form of Election may be included on the proxy solicited from shareholders of Bank in connection with the approval of Bank’s shareholders of the Merger. The Form of Election shall be used by each record holder of shares of First Essex Bank Common Stock who wishes to elect to receive Sovereign Common Stock or cash for any or all shares of First Essex Bank Common Stock held by such holder, subject to the proration provisions of Section 1.02(e)2.3. The Exchange Agent Bank shall use its reasonable efforts to make the Form of Election available to all persons Persons who become holders of First Essex shares of Bank Common Stock during the period 18 between the record date (for the mailing of the Form of Election) Election and the Election Date. Any holder's ’s election to receive cash 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 specified by Bank in the Form of Election (or a later Business Day specified by Sovereign Bank, reasonably acceptable to Acquiror, in a subsequent press release) (the "“Election Date"”), which Election Date shall be two Business Days prior to the date on which Acquiror reasonably believes the Effective Time will shall occur), a Form of Election properly completed and signed and accompanied by certificates that immediately prior to Bank Certificates representing the Effective Time represented issued and outstanding shares of First Essex Bank Common Stock (the "First Essex Certificates") to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of First Essex Bank (or by an appropriate guarantee of delivery of such First Essex Bank Certificates as set forth in such Form of Election from a firm which is an "“eligible guarantor institution" ” (as defined in Rule 17Ad- 15 17Ad-15 under the Exchange Act) ), provided that such First Essex Bank Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery). (iii) . Any Form of Election may be revoked by the stockholder shareholder submitting it to the Exchange Agent only by written notice received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Election Date. If a Form of Election is revoked, the First Essex Bank Certificate or First Essex Bank Certificates (or guarantees of delivery, as appropriate) for the shares of First Essex Bank Common Stock to which such Form of Election relates shall be promptly returned by the Exchange Agent to the stockholder shareholder of First Essex Bank submitting the same. In addition, in the event that the Agreement is terminated for any reason, any First Essex Certificates in the possession of Sovereign or the Exchange Agent shall be promptly returned to the stockholder of First Essex who submitted the Form of Election to which such First Essex Certificates relate. (iv) Sovereign shall have the discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether Forms of Election have been properly completed, signed and submitted or revoked and to disregard immaterial defects in Forms of Election. The decision of Sovereign or the Exchange Agent in such matters shall be conclusive and binding. Neither Sovereign nor the Exchange Agent shall be under any obligation to notify any person of any defect in a Form of Election submitted to the Exchange Agent. The Exchange Agent shall also make, within seven business days after the Election Date, all computations contemplated by Section 1.02(e) and all such computations shall be conclusive and binding on the holder of shares of First Essex Common Stock. (v) For the purposes hereof, a holder of shares of First Essex Common Stock who does not submit a Form of Election which is subsequently received by the Exchange Agent prior to the Election Date (the "Non- Election Shares") shall be deemed not to have made a Cash Election, Stock Election or Mixed Election. If Sovereign or the Exchange Agent shall determine that any purported Election was not properly made, the shares subject to such improperly made Election shall be treated as Non-Election Shares. Non-Election Shares shall be treated as Cash Election Shares up to the Cash Election Number and as Stock Election Shares for any Non-Election Shares in excess of the Cash Election Number.

Form of Election. (i) Prior to the Effective Time, Sovereign shall appoint Mellon Shareholder Services, LLC, or some other entity selected by Sovereign subject to the approval of First Essex (which approval shall not be unreasonably withheld or delayed), as the exchange and paying agent (the "Exchange Agent") for the payment and exchange of the Cash and Stock Consideration. (ii) Sovereign Acquiror shall prepare a form of election (the "“Form of Election"”) which shall be subject to the approval of First Essex Bank (which approval shall not be unreasonably withheld or delayed) to be mailed by the Exchange Agent Bank to the record holders of First Essex shares of Bank Common Stock not more than 60 Business Days or nor less than 20 Business Days prior to the Election Date. The Form of Election may be included on the proxy solicited from shareholders of Bank in connection with the approval of Bank’s shareholders of the Merger. The Form of Election shall be used by each record holder of shares of First Essex Bank Common Stock who wishes to elect to receive Sovereign Common Stock or cash for any or all shares of First Essex Bank Common Stock held by such holder, subject to the proration provisions of Section 1.02(e)3.03. The Exchange Agent Bank shall use its reasonable efforts to make the Form of Election available to all persons Persons who become holders of First Essex shares of Bank Common Stock during the period 18 between the record date (for the mailing of the Form of Election) Election and the Election Date. Any holder's ’s election to receive cash 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 specified by Bank in the Form of Election (or a later Business Day specified by Sovereign Bank, reasonably acceptable to Acquiror, in a subsequent press release) (the "“Election Date"”), which Election Date shall be two Business Days prior to the date on which Acquiror reasonably believes the Effective Time will shall occur), a Form of Election properly completed and signed and accompanied by certificates that immediately prior to Bank Certificates representing the Effective Time represented issued and outstanding shares of First Essex Bank Common Stock (the "First Essex Certificates") to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of First Essex Bank (or by an appropriate guarantee of delivery of such First Essex Bank Certificates as set forth in such Form of Election from a firm which is an "“eligible guarantor institution" ” (as defined in Rule 17Ad- 15 17Ad-15 under the Exchange Act) ), provided that such First Essex Bank Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery). (iii) . Any Form of Election may be revoked by the stockholder shareholder submitting it to the Exchange Agent only by written notice received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Election Date. If a Form of Election is revoked, the First Essex Bank Certificate or First Essex Bank Certificates (or guarantees of delivery, as appropriate) for the shares of First Essex Bank Common Stock to which such Form of Election relates shall be promptly returned by the Exchange Agent to the stockholder shareholder of First Essex Bank submitting the same. In addition, in the event that the Agreement is terminated for any reason, any First Essex Certificates in the possession of Sovereign or the Exchange Agent shall be promptly returned to the stockholder of First Essex who submitted the Form of Election to which such First Essex Certificates relate. (iv) Sovereign shall have the discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether Forms of Election have been properly completed, signed and submitted or revoked and to disregard immaterial defects in Forms of Election. The decision of Sovereign or the Exchange Agent in such matters shall be conclusive and binding. Neither Sovereign nor the Exchange Agent shall be under any obligation to notify any person of any defect in a Form of Election submitted to the Exchange Agent. The Exchange Agent shall also make, within seven business days after the Election Date, all computations contemplated by Section 1.02(e) and all such computations shall be conclusive and binding on the holder of shares of First Essex Common Stock. (v) For the purposes hereof, a holder of shares of First Essex Common Stock who does not submit a Form of Election which is subsequently received by the Exchange Agent prior to the Election Date (the "Non- Election Shares") shall be deemed not to have made a Cash Election, Stock Election or Mixed Election. If Sovereign or the Exchange Agent shall determine that any purported Election was not properly made, the shares subject to such improperly made Election shall be treated as Non-Election Shares. Non-Election Shares shall be treated as Cash Election Shares up to the Cash Election Number and as Stock Election Shares for any Non-Election Shares in excess of the Cash Election Number.

Form of Election. (i) Prior to the Effective Time, Sovereign shall appoint Mellon Shareholder Services, LLC, or some other entity selected by Sovereign subject to the approval of First Essex (which approval shall not be unreasonably withheld or delayed), as the exchange and paying agent (the "Exchange Agent") for the payment and exchange of the Cash and Stock Consideration. (ii) Sovereign shall prepare a form of election (the "Form of Election") subject to the approval of First Essex (which approval shall not be unreasonably withheld or delayed) to be mailed by the Exchange Agent to the record holders of First Essex Common Stock not more than 60 Business Days or less than 20 Business Days prior to the Election Date. The Form of Election shall be used by each record holder of shares of First Essex Common Stock who wishes to elect to receive Sovereign Common Stock or cash for any or all shares of First Essex Common Stock held by such holder, subject to the provisions of Section 1.02(e). The Exchange Agent shall use reasonable efforts to make the Form of Election available to all persons who become holders of First Essex Common Stock during the period 18 between the record date (for the mailing of the Form of Election) and the Election Date. Any holder's election shall have been properly made only if the Exchange Agent shall have received at its designated office, by 5:00 p.m., New York City time, on the Business Day specified in the Form of Election (or a later Business Day specified by Sovereign in a subsequent press release) (the "Election Date", which Election Date shall be two Business Days prior to the date on which the Effective Time will occur), a Form of Election properly completed and signed and accompanied by certificates that immediately prior to the Effective Time represented issued and outstanding shares of First Essex Common Stock (the "First Essex Certificates") to which such Form of Election relates, in form acceptable for transfer on the books of First Essex (or by an appropriate guarantee of delivery of such First Essex Certificates as set forth in such Form of Election from a firm which is an "eligible guarantor institution" (as defined in Rule 17Ad- 15 17Ad-15 under the Exchange Act) provided that such First Essex Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery). (iii) 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 prior to 5:00 p.m., New York City time, on the Election Date. If a Form of Election is revoked, the First Essex Certificate or First Essex Certificates (or guarantees of delivery, as appropriate) for the shares of First Essex Common Stock to which such Form of Election relates shall be promptly returned by the Exchange Agent to the stockholder of First Essex submitting the same. In addition, in the event that the Agreement is terminated for any reason, any First Essex Certificates in the possession of Sovereign or the Exchange Agent shall be promptly returned to the stockholder of First Essex who submitted the Form of Election to which such First Essex Certificates relate. (iv) Sovereign shall have the discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether Forms of Election have been properly completed, signed and submitted or revoked and to disregard immaterial defects in Forms of Election. The decision of Sovereign or the Exchange Agent in such matters shall be conclusive and binding. Neither Sovereign nor the Exchange Agent shall be under any obligation to notify any person of any defect in a Form of Election submitted to the Exchange Agent. The Exchange Agent shall also make, within seven business days after the Election Date, all computations contemplated by Section 1.02(e) and all such computations shall be conclusive and binding on the holder of shares of First Essex Common Stock. (v) For the purposes hereof, a holder of shares of First Essex Common Stock who does not submit a Form of Election which is subsequently received by the Exchange Agent prior to the Election Date (the "Non- Non-Election Shares") shall be deemed not to have made a Cash Election, Stock Election or Mixed Election. If Sovereign or the Exchange Agent shall determine that any purported Election was not properly made, the shares subject to such improperly made Election shall be treated as Non-Election Shares. Non-Election Shares shall be treated as Cash Election Shares up to the Cash Election Number and as Stock Election Shares for any Non-Election Shares in excess of the Cash Election Number.

Form of Election. (ia. The first sentence of Section 3.02(a) Prior is hereby amended and restated in its entirety to the Effective Time, Sovereign shall appoint Mellon Shareholder Services, LLC, read as follows: “On or some other entity selected by Sovereign subject to the approval of First Essex (which approval shall not be unreasonably withheld or delayed), as the exchange and paying agent (the "Exchange Agent") for the payment and exchange of the Cash and Stock Consideration. (ii) Sovereign shall prepare a form of election (the "Form of Election") subject to the approval of First Essex (which approval shall not be unreasonably withheld or delayed) to be mailed by the Exchange Agent to the record holders of First Essex Common Stock not more than 60 Business Days or less than 20 Business Days prior to the Election Date. The Form , each Company Stockholder (i) entitled to receive consideration pursuant to Section 3.01(b) and (ii) who was a Company Stockholder on the date of Election the delivery of the Consent Solicitation Statement, shall be used entitled to specify the number of such holder’s Company Shares with respect to which such holder makes a Cash Election or a Stock Election by each record complying with the procedures set forth in this Section 3.02; provided, that any holder of shares Company Options as of First Essex Common Stock who wishes the date of the delivery of the Consent Solicitation Statement shall be entitled to elect submit, on or prior to receive Sovereign Common Stock or cash for any or all shares of First Essex Common Stock held by the Election Date, a Cash Election with respect to the Company Shares underlying such holder’s Company Options as of the date of such Cash Election, subject provided, further, that such holder validly exercises such Company Options prior to the provisions Election Date and otherwise complies with the procedures set forth in this Section 3.02 applicable to Company Stockholders.” b. The second sentence of Section 1.02(e). The Exchange Agent 3.02(b) of the Agreement is hereby amended and restated in its entirety to read as follows: “Concurrently with the mailing of the Consent Solicitation Statement, the Company shall use reasonable efforts to make mail or otherwise deliver the Form of Election available to all persons who become holders each holder of First Essex record (as of such mailing) of Company Common Stock during and Company Preferred Stock.” c. Section 3.02(c) of the period 18 between the record date (for the mailing of Agreement is hereby amended and restated in its entirety to read as follows: “Any applicable Company Stockholder’s election pursuant to the Form of Election) and the Election Date. Any holder's election shall have been will be deemed properly made only if the Exchange Agent shall have Company has received at its designated office, by 5:00 p.m., p.m. (New York City time) on December 31, on 2020 (as such date may be rescheduled in accordance with this Section 3.02(c), the Business Day specified in the Form of Election (or a later Business Day specified by Sovereign in a subsequent press release) (the "“Election Date", which Election Date shall be two Business Days prior to the date on which the Effective Time will occur”), a Form of Election properly completed duly, completely and signed validly executed and accompanied by certificates that immediately prior to the Effective Time represented issued and outstanding shares of First Essex Common Stock (the "First Essex Certificates"A) to which such Form of Election relates, in form acceptable for transfer on the books of First Essex (or by an appropriate guarantee of delivery of such First Essex Certificates as set forth in such Form of Election from a firm which is an "eligible guarantor institution" (as defined in Rule 17Ad- 15 under the Exchange Act) provided that such First Essex Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery). (iii) 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 prior to 5:00 p.m., New York City time, on the Election Date. If a Form of Election is revoked, the First Essex Certificate or First Essex Certificates (or guarantees of delivery, as appropriate) for the shares of First Essex Common Stock to which such Form of Election relates shall be promptly returned or (B) in the case such shares are uncertificated, any additional documents required by the Exchange Agent to the stockholder of First Essex submitting the same. In addition, procedures set forth in the event that the Agreement is terminated for any reason, any First Essex Certificates in the possession of Sovereign or the Exchange Agent shall be promptly returned to the stockholder of First Essex who submitted the Form of Election to which such First Essex Certificates relate. (iv) Sovereign shall have Election, and in each case, together with any additional documents required by the discretion, which it may delegate procedures set forth in whole or in part to the Exchange Agent, to determine whether Forms of Election have been properly completed, signed and submitted or revoked and to disregard immaterial defects in Forms Form of Election. The decision of Sovereign If, it is anticipated that the Closing will not occur on or prior to January 11, 2021, and the Exchange Agent Agreement has not been validly terminated in accordance with Article IX, the Election Date may be delayed to a subsequent date mutually agreed by SMMC and the Company, and SMMC and the Company shall promptly announce any such matters delay and, when determined, the rescheduled Election Date; provided, that such subsequent announcement shall be conclusive and binding. Neither Sovereign nor the Exchange Agent shall be under any obligation to notify any person of any defect in a Form of Election submitted to the Exchange Agent. The Exchange Agent shall also make, within seven business days after the Election Date, all computations contemplated by Section 1.02(emade at least five (5) and all such computations shall be conclusive and binding on the holder of shares of First Essex Common Stock. (v) For the purposes hereof, a holder of shares of First Essex Common Stock who does not submit a Form of Election which is subsequently received by the Exchange Agent Business Days prior to the Closing Date and the Election Date (the "Non- Election Shares") shall be deemed not to have made a Cash Election, Stock Election or Mixed Election. If Sovereign or the Exchange Agent shall determine that any purported Election was not properly made, the shares subject to such improperly made Election shall be treated as Non-Election Shares. Non-Election Shares shall be treated as Cash Election Shares up at least four (4) Business Days prior to the Cash Election Number and as Stock Election Shares for any Non-Election Shares in excess of the Cash Election NumberClosing Date.”

Form of Election. (i) Prior to the Effective Time, Sovereign shall appoint Mellon Shareholder Services, LLC, or some other entity selected by Sovereign subject to the approval of First Essex Waypoint (which approval shall not be unreasonably withheld or delayed), as the exchange and paying agent (the "Exchange Agent") for the payment and exchange of the Cash and Stock Consideration. (ii) Sovereign shall prepare a form of election (the "Form of Election") subject to the approval of First Essex Waypoint (which approval shall not be unreasonably withheld or delayed) to be mailed by the Exchange Agent to the record holders of First Essex Waypoint Common Stock not more than 60 Business Days or less than 20 Business Days prior to the Election Date. The Form of Election shall be used by each record holder of shares of First Essex Waypoint Common Stock who wishes to elect to receive Sovereign Common Stock or cash for any or all shares of First Essex Waypoint Common Stock held by such holder, subject to the provisions of Section 1.02(e1.02(f). The Exchange Agent shall use reasonable efforts to make the Form of Election available to all persons who become holders of First Essex Waypoint Common Stock during the period 18 between the record date (for the mailing of the Form of Election) and the Election Date. Any holder's election shall have been properly made only if the Exchange Agent shall have received at its designated office, by 5:00 p.m., New York City time, on the Business Day specified in the Form of Election (or a later Business Day specified by Sovereign in a subsequent press release) (the "Election Date", which Election Date shall be two Business Days prior to the date on which the Effective Time will occur), a Form of Election properly completed and signed and accompanied by certificates that immediately prior to the Effective Time represented issued and outstanding shares of First Essex Waypoint Common Stock (the "First Essex Waypoint Certificates") to which such Form of Election relates, in form acceptable for transfer on the books of First Essex Waypoint (or by an appropriate guarantee of delivery of such First Essex Waypoint Certificates as set forth in such Form of Election from a firm which is an "eligible guarantor institution" (as defined in Rule 17Ad- 15 17Ad-15 under the Exchange Act) provided that such First Essex Waypoint Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery). (iii) Any Form of Election may be revoked by the stockholder shareholder submitting it to the Exchange Agent only by written notice received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Election Date. If a Form of Election is revoked, the First Essex Waypoint Certificate or First Essex Waypoint Certificates (or guarantees of delivery, as appropriate) for the shares of First Essex Waypoint Common Stock to which such Form of Election relates shall be promptly returned by the Exchange Agent to the stockholder shareholder of First Essex Waypoint submitting the same. In addition, in the event that the Agreement is terminated for any reason, any First Essex Waypoint Certificates in the possession of Sovereign or the Exchange Agent shall be promptly returned to the stockholder shareholder of First Essex Waypoint who submitted the Form of Election to which such First Essex Waypoint Certificates relate. (iv) Sovereign shall have the discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether Forms of Election have been properly completed, signed and submitted or revoked and to disregard immaterial defects in Forms of Election. The decision of Sovereign or the Exchange Agent in such matters shall be conclusive and binding. Neither Sovereign nor the Exchange Agent shall be under any obligation to notify any person of any defect in a Form of Election submitted to the Exchange Agent. The Exchange Agent shall also make, within seven business days after the Election Date, all computations contemplated by Section 1.02(e1.02(f) and all such computations shall be conclusive and binding on the holder of shares of First Essex Waypoint Common Stock. (v) For the purposes hereof, a holder of shares of First Essex Waypoint Common Stock who does not submit a Form of Election which is subsequently received by the Exchange Agent prior to the Election Date (the "Non- Non-Election Shares") shall be deemed not to have made a Cash Election, Stock Election or Mixed Election. If Sovereign or the Exchange Agent shall determine that any purported Election was not properly made, the shares subject to such improperly made Election shall be treated as Non-Election Shares. Non-Election Shares shall be treated as Cash Election Shares up to the Cash Election Number and as Stock Election Shares for any Non-Election Shares in excess of the Cash Election Number.