Common use of Election Procedures Clause in Contracts

Election Procedures. Each holder of record of shares of Company Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election with respect to the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (i) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Share Election and (ii) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to the Company (the “Form of Election”) which shall be mailed to record holders of Company Common Stock so as to permit those holders to exercise their right to make an Election prior to the Election Deadline. (c) Parent shall make the Form of Election initially available not less than twenty (20) business days prior to the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. The Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Company Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date that Parent and the Company shall agree is as near as practicable to five (5) business days prior to the expected Closing Date. Parent and the Company shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than twenty (20) business days before, and at least ten (10) business days prior to, the Election Deadline.

Election Procedures. Each holder (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of record of loss and title to the certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Certificates to the Exchange Agent) in such form as Parent shall specify and as shall be reasonably acceptable to the Company (the “HolderElection Form”) shall have the right, subject be mailed thirty days prior to the limitations set forth in this Article IIIanticipated Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) to each holder of record of Company Common Stock as of the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to submit an election with respect to the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (i) the number of shares of such holder’s Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires holder elects to make a receive the Per Share Election Common Unit Consideration and (ii) the number of shares of such holder’s Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires holder elects to make a receive the Per Share Cash Election. Consideration. Any Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the twentieth (b20th) day following the Mailing Date (or such other time and date as Parent shall prepare a form reasonably acceptable to and the Company shall agree) (the “Form of ElectionElection Deadline”) which shall be mailed to record holders (other than Cancelled Shares or any shares of Company Common Stock so that constitute Dissenting Shares as of such time) shall be deemed to permit those holders to exercise their right to make an be “No Election prior to the Election DeadlineShares”. (c) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Company Common Stock between the Election Form Record Date and the close of Election initially available not less than twenty (20) business days prior to on the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and business day prior to the Election Deadline. The Form of Election , and the Company shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject provide to the proviso Exchange Agent all information reasonably necessary for it to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSsperform as specified herein. (d) Any Election such election shall have been properly made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have received, actually received a properly completed Election Form by the Election Deadline, a . An Election Form of Election shall be deemed properly completed and signed and only if accompanied by Company Certificate(s) one or more certificates (whichor customary affidavits and, following if required by Parent, the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which posting by such Form Person of Election relates or by an appropriate customary guarantee of delivery of a bond, in such certificatesreasonable amount as Parent may direct, as set forth in indemnity against any claim that may be made against it with respect to such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Company Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver certificate) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form, by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company Common Stock represented by such Election Form shall become No Election Shares and Parent shall cause the certificates representing such shares of Parent Common Stock to be promptly returned without charge to the Person submitting the Election Form upon written request to that effect from the holder who submitted the Election Form, except to the extent (if any) a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise subsequent election is properly made Electionwith respect to any or all of such shares of Company Common Stock. Subject to the terms of this Agreement and of the Election Form, unless otherwise determined by Parentthe Exchange Agent shall have reasonable discretion to determine whether any election, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (revocation or change has been properly or timely made and to disregard immaterial defects in the city in which the principal office Election Forms, and any good faith decisions of the Exchange Agent is located) on the date that Parent regarding such matters shall be binding and conclusive. None of Parent, the Company or the Exchange Agent shall agree is as near as practicable be under any obligation to five (5) business days prior to the expected Closing Date. Parent and the Company shall cooperate to issue a press release reasonably satisfactory to each notify any Person of them announcing the date of the any defect in an Election Deadline not more than twenty (20) business days before, and at least ten (10) business days prior to, the Election DeadlineForm.

Election Procedures. Each holder of record of shares of Company Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election with respect to the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger in accordance with the following procedures: (a) Not less than 30 days prior to the anticipated Wax Effective Time (the “Mailing Date”), Parent will cause to be mailed to each record holder of Shares (other than Excluded Shares) as of five business days prior to the Mailing Date an election form in such form as Parent shall specify (the “Election Form”). (b) Each Holder may Election Form will permit the holder (or the beneficial owner through customary documentation and instructions) of Shares to specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (i) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger Shares with respect to which such Holder desires holder elects to make a Share Election and receive the Wax Stock Consideration, (ii) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger Shares with respect to which such Holder desires holder elects to make receive the Wax Cash Consideration or (iii) that such holder makes no election with respect to such holder’s Shares. Any Shares with respect to which the Exchange Agent does not receive a Cash Election. (b) Parent shall prepare a form reasonably acceptable to properly completed Election Form during the Company period (the “Form of ElectionElection Period”) which shall be mailed from the Mailing Date to record holders of Company Common Stock so as to permit those holders to exercise their right to make an Election 5:00 p.m., New York City time, on the business day that is three Trading Days prior to the Closing Date or such other date as Parent and the Company will, prior to the Closing, mutually agree (the “Election Deadline”) will be deemed to be No Election Shares. Parent and the Company will publicly announce the anticipated Election Deadline at least five business days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Parent shall make the Form of Election initially available not less than twenty (20) business days prior Any election made pursuant to the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. The Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of this Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election shall 2.04 will have been properly made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to will have actually received a properly completed Election Form during the mailing of Election Period. Any Election Form may be revoked or changed by the Form of Election to Company stockholders, shall have receivedperson submitting it, by the Election Deadline, a Form of Election properly completed and signed and accompanied written notice received by Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Company Certificates are in fact delivered to the Exchange Agent by during the time required in such guarantee of deliveryElection Period. Failure to deliver shares of Company Common Stock covered In the event an Election Form is revoked during the Election Period, the Shares represented by such a guarantee of delivery within the time set forth on such guarantee shall Election Form will be deemed to invalidate any otherwise be No Election Shares, except to the extent a subsequent election is properly made Electionduring the Election Period. Subject to the terms of this Agreement and of the Election Form, unless otherwise determined by Parentthe Exchange Agent will have reasonable discretion to determine whether any election, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (revocation or change has been properly or timely made and to disregard immaterial defects in the city in which the principal office Election Forms, and any good faith decisions of the Exchange Agent is located) on the date that Parent regarding such matters will be binding and conclusive. None of Parent, Holdco, the Company shall agree is as near as practicable or the Exchange Agent will be under any obligation to five (5) business days prior to the expected Closing Date. Parent and the Company shall cooperate to issue a press release reasonably satisfactory to each notify any Person of them announcing the date of the any defect in an Election Deadline not more than twenty (20) business days before, and at least ten (10) business days prior to, the Election DeadlineForm.

Election Procedures. Each (a) An election form and other appropriate and customary transmittal materials in such form as Knight and GETCO shall mutually agree (the “Election Form”) shall be mailed 35 days prior to the anticipated Closing Date or on such other date as Knight and GETCO shall mutually agree (the “Mailing Date”) to each holder of record of shares of Company Knight Common Stock (“Holder”) shall have as of the right, subject close of business on the fifth Business Day prior to the limitations Mailing Date (the “Election Form Record Date”). (b) Except as set forth in this Article IIIon Schedule 2.3(b) of the GETCO Disclosure Schedule, each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to submit an election with respect to the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger in accordance with the following procedures: specify (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (iA) the number of shares of Company Virginia Sub such holder’s Knight Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires holder elects to make a receive the Per Share Stock Consideration (“Stock Election and Shares”), (iiB) the number of shares of Company Virginia Sub such holder’s Knight Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires holder elects to make a receive the Per Share Cash ElectionConsideration (“Cash Election Shares”) or (C) that such holder makes no election with respect to such holder’s Knight Common Stock (“No Election Shares”). Any Knight Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York City time, on the 30th day following the Mailing Date (or such other time and date as Knight and GETCO may mutually agree) (the “Election Deadline”) shall also be deemed to be No Election Shares. (bc) Parent Knight shall prepare make available one or more Election Forms as may reasonably be requested from time to time by any person who becomes a form reasonably acceptable to the Company holder (the “Form or beneficial owner) of Election”) which shall be mailed to record holders of Company Knight Common Stock so as to permit those holders to exercise their right to make an between the Election Form Record Date and the close of business on the Business Day prior to the Election Deadline. (cd) Parent Any such election shall make have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Knight Certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of Knight Common Stock covered by such Election initially available not less than twenty (20) business days prior to Form, together with duly executed transmittal materials included in the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form. Any Election Form of may be revoked or changed by the person submitting such Election to any stockholder of Form only by written notice received by the Company who requests such Form of Election following the initial mailing of the Forms of Election and Exchange Agent prior to the Election Deadline. The In the event an Election Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into is revoked prior to the mailing of Election Deadline, unless a subsequent properly completed Election Form is submitted and actually received by the Form of Election to Company stockholders, shall have received, Exchange Agent by the Election Deadline, a the shares of Knight Common Stock represented by such Election Form shall become No Election Shares and Knight shall cause the applicable Certificates to be promptly returned without charge to the person submitting the Election Form upon written request to that effect from the holder who submitted the Election Form. Subject to the terms of this Agreement and of the Election properly completed and signed and accompanied by Company Certificate(s) (whichForm, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Company Certificates are in fact delivered to the Exchange Agent by shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the time required in Election Forms, and any good faith decisions of Knight regarding such guarantee of delivery. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee matters shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretionbinding and conclusive. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of Neither Knight nor the Exchange Agent is locatedshall be under any obligation to notify any person of any defect in an Election Form. (e) on Notwithstanding any other provision contained in this Agreement, the date total number of shares of Knight Common Stock that Parent and will be converted into the right to receive the Per Share Cash Consideration pursuant to Section 1.11(a)(ii) shall in no event exceed 66.7% of the total number of shares of Knight Common Stock that were converted into the right to receive the Knight Merger Consideration pursuant to Section 1.11 (such number of shares, the “Cash Election Shares Limit”). (f) Within 3 Business Days after the Effective Time, the Company shall agree is as near as practicable cause the Exchange Agent to five (5) business days prior effect the allocation among the former holders of Knight Common Stock of rights to receive the expected Closing Date. Parent and the Company shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of Knight Merger Consideration in accordance with the Election Deadline not more than twenty (20) business days before, and at least ten (10) business days prior to, the Election Deadline.Forms as follows:

Election Procedures. Each holder (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of record of loss and title to the certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent (as defined below)) in such form as Parent and the Company shall mutually agree (the “HolderElection Form”) shall have the right, subject be mailed 35 days prior to the limitations set forth in this Article III, anticipated Effective Date or on such other date as the Company and Parent shall mutually agree (the “Mailing Date”) to submit an election with respect each holder of record of Company Common Stock as of the close of business on the fifth business day prior to the shares of Company Virginia Sub Common Stock to be received by such holder in Mailing Date (the Reincorporation Merger in accordance with the following procedures:“Election Form Record Date”). (ab) Each Holder may Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (i) the number of shares of such holder’s Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires holder elects to make a receive the Per Share Stock Consideration (“Stock Election and Shares”), (ii) the number of shares of such holder’s Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires holder elects to make a receive the Per Share Cash Election. Consideration (b“Cash Election Shares”), or (iii) that such holder makes no election with respect to such holder’s Company Common Stock (“No Election Shares”). Any Company Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., on the 33rd day following the Mailing Date (or such other time and date as Parent shall prepare a form reasonably acceptable to and the Company may mutually agree) (the “Form of ElectionElection Deadline”) which shall also be mailed deemed to record holders of Company Common Stock so as to permit those holders to exercise their right to make an be “No Election prior to the Election DeadlineShares.” (c) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Company Common Stock between the Election Form Record Date and the close of Election initially available not less than twenty (20) business days prior to on the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and business day prior to the Election Deadline. The Form of Election , and the Company shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject provide to the proviso Exchange Agent all information reasonably necessary for it to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSsperform as specified herein. (d) Any Election such election shall have been properly made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have received, actually received a properly completed Election Form by the Election Deadline, a . An Election Form of Election shall be deemed properly completed and signed and only if accompanied by Company Certificate(s) one or more certificates (which, following or customary affidavits and indemnification regarding the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which loss or destruction of such Form of Election relates certificates or by an appropriate customary guarantee of the guaranteed delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Company Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver ) representing all shares of Company Common Stock covered by such a guarantee of delivery within Election Form, together with duly executed transmittal materials included in the time set forth on such guarantee shall Election Form. Any Election Form may be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, unless otherwise agreed in advance revoked or changed by the parties, “person submitting such Election Form at or prior to the Election Deadline” means 5:00 p.m. local time (. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company Common Stock represented by such Election Form shall become No Election Shares and Parent shall cause the certificates representing such Company Common Stock to be promptly returned without charge to the person submitting the Election Form upon written request to that effect from the holder who submitted the Election Form. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the city in which the principal office Election Forms, and any good faith decisions of the Exchange Agent is locatedas to such matters shall be binding and conclusive. Neither Parent nor the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form. (e) on the date that Parent and the Company shall agree is as near as practicable to five (5) Within ten business days prior to the expected Closing Date. Parent and the Company shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than twenty (20) business days before, and at least ten (10) business days prior to, after the Election Deadline., unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, Parent shall cause the Exchange Agent to effect the allocation among the holders of Company Common Stock of rights to receive Parent Common Stock or cash in the Merger in accordance with the Election Forms as follows:

Election Procedures. (a) Not less than three (3) Business Days prior to the mailing of the Proxy Statement pursuant to Section 5.3(a), Parent shall designate a bank or trust company reasonably acceptable to the Company to act as exchange agent hereunder (the "Exchange Agent") for the purpose of exchanging certificates that immediately prior to the Effective Time represented shares of Company Common Stock (the "Certificates") and shares of Company Common Stock represented by book-entry ("Book-Entry Shares"). (b) Each person who, on or prior to the Election Date, is a record holder of shares of Company Common Stock shall be entitled to specify the number of such holder's shares of Company Common Stock (and, if such shares to which the election relates are represented by Certificates, such particular shares) with respect to which such holder makes a Cash Election or Stock Election. (c) Parent shall prepare and file as an exhibit to the Registration Statement a form of election (the "Form of Election") in form and substance reasonably acceptable to the Company. The Form of Election shall specify that delivery shall be effected, and risk of loss and title to any Certificates shall pass only upon proper delivery of the Form of Election and any Certificates. The Company shall mail the Form of Election with the Proxy Statement to all persons who are record holders of shares of Company Common Stock as of the record date for the Company Stockholders' Meeting. The Form of Election shall be used by each record holder of shares of Company Common Stock (“Holder”) shall have the rightor, subject to the limitations set forth in this Article III, to submit an election with respect to the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger in accordance with case of nominee record holders, the following procedures: (aBeneficial Owner through proper instructions and documentation) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (i) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Share Election and (ii) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires who wishes to make a Cash Election. (b) Parent shall prepare Election or a form reasonably acceptable to the Company (the “Form Stock Election or a combination of Election”) which shall be mailed to record holders both for any and all shares of Company Common Stock so as held by such holder. The Company shall use its commercially reasonable efforts to permit those holders to exercise their right to make an Election prior to the Election Deadline. (c) Parent shall make the Form of Election initially available not less than twenty (20) business days prior to all persons who become holders of shares of Company Common Stock during the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of period between the record date for the Company who requests such Form of Election following the initial mailing of the Forms of Election Stockholders' Meeting and prior to the Election Deadline. The Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSsDate. (d) Any Election holder's election shall have been properly made properly only if the person authorized Exchange Agent shall have received at its designated office, by 5:00 p.m., New York City time, on or prior to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to (1) the date of the Company Stockholders' Meeting or (2) if the Closing Date is more than four (4) Business Days following the Company Stockholders' Meeting, two (2) Business Days preceding the Closing Date, or (3) such other date as the parties mutually agree (the “Exchange Agent”"Election Date"), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by (i) Certificates representing the shares of Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) 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 customary guarantee of delivery of such certificates, Parent as set forth in such Form of Election, Election from a member of any registered national securities exchange or a commercial bank or trust company firm that is an "eligible guarantor institution" (as defined in Rule 17Ad-15 under the United StatesExchange Act); provided, provided that such Company Certificates are in fact delivered to the Exchange Agent by the time required set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, any additional documents required by the procedures set forth in the Form of Election. Failure After a Cash Election or a Stock Election is validly made with respect to deliver any shares of Company Common Stock, no further registration of transfers of such shares shall be made on the stock transfer books of the Company, unless and until such Cash Election or Stock Election is properly revoked in accordance with Section 2.7(f). (e) Parent and the Company shall publicly announce the anticipated Election Date at least five (5) Business Days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Date 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 Date. (f) Any Cash Election or Stock Election may be revoked with respect to all or a portion of the shares of Company Common Stock covered subject thereto by the holder who submitted the applicable Form of Election by appropriate written notice received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Election Date. In addition, all Cash Elections and Stock Elections shall automatically be revoked if this Agreement is terminated in accordance with Article VII. If a Cash Election or Stock Election is revoked with respect to shares of Company Common Stock represented by Certificates, Certificates representing such a guarantee of delivery within the time set forth on such guarantee shares shall be deemed promptly returned to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time holder that submitted the same to the Exchange Agent. (in the city in which the principal office g) The determination of the Exchange Agent is located(or the joint determination of Parent and the Company, in the event that the Exchange Agent declines to make any such determination) on shall be conclusive and binding as to whether or not Cash Elections and Stock Elections shall have been properly made or revoked pursuant to this Section 2.7 and as to when Cash Elections, Stock Elections and revocations were received by the date that Exchange Agent. The Exchange Agent (or Parent and the Company jointly, in the event that the Exchange Agent declines to make the following computation) shall agree is also make all computations as near as practicable to five (5) business days prior to the expected Closing Dateproration contemplated by Section 2.6(d), and absent manifest error this computation shall be conclusive and binding. The Exchange Agent may, with the written agreement of Parent and the Company shall cooperate to issue a press release reasonably satisfactory to each of them announcing Company, make any rules as are consistent with this Section 2.7 for the date implementation of the Election Deadline not more than twenty (20) business days before, Cash Elections and at least ten (10) business days prior to, the Election DeadlineStock Elections provided for in this Agreement as shall be necessary or desirable to effect these Cash Elections and Stock Elections.

Election Procedures. Each An election form and other appropriate ------------------- and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates formerly evidencing shares of Texas Company Eligible Shares shall pass, only upon proper delivery of such certificates to the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in such form as the Texas Company shall designate ("Election -------- Form")) shall be mailed at least thirty days prior to the anticipated Effective ---- Time or on such other date as the Texas Company shall determine ("Mailing Date") ------------ to each holder of record of shares of Texas Company Common Stock on the business day which is not more than five days prior to the Mailing Date ("Election Form ------------- Record Date"). Each Election Form shall permit a holder of shares of Texas ----------- Company Common Stock (“Holder”or the beneficial owner through appropriate and customary documentation and instructions) shall have the rightto make an unconditional election ("Cash Share ---------- Election"), subject to the limitations allocation procedures set forth in this Article IIIbelow, with respect -------- to such holder's (or beneficial owner's) shares of Texas Company Common Stock, to submit have up to 50% of such shares become Texas Company Eligible Shares (each, an election with respect to the "Elected Cash Share"). ------------------ No shares of Texas Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (i) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent an effective, properly completed Election Form on or before 5:00 p.m., Houston, Texas time, on or before the business day which is three business days prior to the Effective Time (or such Holder desires other time and date as Texas Company designates) (the "Election Deadline") shall be deemed to make be an Elected Cash ----------------- Share and each such holder (or beneficial owner, as the case may be) shall be deemed not to have made a Cash Share Election and (ii) the number of with respect to such share. Any shares of Texas Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which the holder thereof (or the beneficial owner, as the case may be) has indicated in an effective, properly completed Election Form submitted to the Exchange Agent on or before the Election Deadline an election to have such Holder desires shares become an Elected Cash Share but which cannot become an Elected Cash Share because of the 50% limitation set forth above shall also not be deemed to be an Elected Cash Share and such holder (or beneficial owner, as the case may be) shall be deemed not to have made a Cash Share Election with respect to such shares. The Texas Company shall use its commercially reasonable efforts to make available one or more Election Forms as may be reasonably requested by any Person who becomes a Cash Election. holder (bor beneficial owner) Parent shall prepare a form reasonably acceptable to the Company (the “Form of Election”) which shall be mailed to record holders shares of Texas Company Common Stock so as to permit those holders to exercise their right to make an between the Election Form Record Date and the close of business on the business day prior to the Election Deadline. (c) Parent , and shall make the Form of Election initially available not less than twenty (20) business days prior provide to the anticipated Exchange Agent all information reasonably necessary for it to perform as specified herein. Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and on or prior to the Election Deadline. The An Election Form of Election shall contain instructions for effecting the surrender of be deemed properly completed only if accompanied by one or more Texas Company Stock Certificates (which, following or customary affidavits and indemnification regarding the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing loss or destruction of such certificates or the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which such Form of Election relates or by an appropriate customary guarantee of guaranteed delivery of such certificates) representing all Elected Cash Shares held by the holder or beneficial owner of such shares, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company together with duly executed transmittal materials included in the United States; provided, that Election Form. Any Election Form may be revoked or changed by the Person submitting such Company Certificates are in fact Election Form at any time prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline and no subsequent Election Form is delivered to the Exchange Agent by prior to the time required in such guarantee of delivery. Failure to deliver shares of Company Common Stock covered Election Deadline, the Elected Cash Shares represented by such a guarantee of delivery within the time set forth on such guarantee Election Form shall not be deemed to invalidate be Elected Cash Shares and the holder (or beneficial owner) thereof shall not be deemed to have made a Cash Share Election with respect thereto. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any otherwise election, revocation or change has been properly or timely made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (and to disregard immaterial defects in the city in which the principal office Election Forms, and any good faith decisions of the Exchange Agent is located) on regarding such matters shall be binding and conclusive. Neither the date that Parent and Texas Company nor the Company Exchange Agent shall agree is as near as practicable be under any obligation to five (5) business days prior to the expected Closing Date. Parent and the Company shall cooperate to issue a press release reasonably satisfactory to each notify any Person of them announcing the date of the any defect in an Election Deadline not more than twenty (20) business days before, and at least ten (10) business days prior to, the Election DeadlineForm.

Election Procedures. Each (i) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to any certificate (a “Certificate”) theretofore representing shares of Company Common Stock or non-certificated shares represented by book entry (“Book Entry Shares”) shall pass, only upon proper delivery of such Certificates or Book Entry Shares, respectively, to the Exchange Agent), in such form as Parent shall specify and as shall be reasonably acceptable to the Company (the “Election Form”), shall be mailed together or contemporaneously with the Joint Proxy Statement (the “Mailing Date”) to each holder of record of shares of Company Common Stock as of the close of business on the record date for notice of the Company Shareholders Meeting (the “HolderElection Form Record Date”). (ii) Each Election Form shall have permit the rightholder (or the beneficial owner through appropriate and customary documentation and instructions), subject to the limitations set forth in this Article IIIother than any holder of any Excluded Shares or any Appraisal Shares, to submit an election with respect to the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger in accordance with the following procedures: specify (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (iA) the number of shares of such holder’s Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires holder elects to make a receive the Per Share Election and Mixed Consideration, (iiB) the number of shares of such holder’s Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires holder elects to make a Cash Election. receive the Per Share Stock Election Consideration, or (bC) that such holder makes no election with respect to such holder’s Company Common Stock (“Non-Election Shares”). Any Company Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the 30th day following the Mailing Date (or such other time and date as the Company and Parent shall prepare a form reasonably acceptable to the Company agree) (the “Form of ElectionElection Deadline”) which shall be mailed to record holders (other than any shares of Company Common Stock so that constitute Appraisal Shares as of such time) shall also be deemed to permit those be Non-Election Shares. (iii) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders to exercise their right to make an (or beneficial owners) of Company Common Stock between the Election Form Record Date and the close of business on the Business Day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (civ) Parent Any election shall make have been properly made only if the Exchange Agent shall have received a properly completed Election Form of Election initially available not less than twenty (20) business days prior to the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to by the Election Deadline. The If an Election Form of Election shall contain instructions purports to make an election for effecting the surrender a certificated Share of Company Common Stock or Book Entry Shares, then an Election Form shall be deemed properly completed only (A) if accompanied by one or more Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares or customary affidavits and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected required by Parent and reasonably acceptable or the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate) and/or (B) upon receipt of an “agent’s message” by the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing or such other evidence of the Form transfer of Election to Company stockholders, shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Company Certificates are in fact delivered Book Entry Shares to the Exchange Agent by as the time required in such guarantee of delivery. Failure to deliver Exchange Agent may reasonably request, collectively representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company Common Stock represented by such Election Form shall become Non-Election Shares and Parent shall cause the Certificates representing such shares of Company Common Stock or Book Entry Shares to be promptly returned without charge to the Person submitting the Election Form upon written request to that effect from the holder who submitted the Election Form, except to the extent (if any) a guarantee subsequent election is properly made with respect to any or all of delivery within such shares of Company Common Stock. Subject to the time set forth on terms of this Agreement and of the Election Form, Parent shall have sole discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith reasonable decisions of Parent (or the Exchange Agent, if so empowered) regarding such guarantee matters shall be binding and conclusive. None of Parent, Merger Sub or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. Elections will be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, be revoked if this Agreement is terminated in accordance with its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date that Parent and the Company shall agree is as near as practicable to five (5) business days prior to the expected Closing Date. Parent and the Company shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than twenty (20) business days before, and at least ten (10) business days prior to, the Election Deadlineterms.

Election Procedures. Each (a) No later than the date on which the Joint Proxy Statement/Prospectus is mailed to the RVI shareholders (the “Mailing Date”), DSW shall cause an election form (the “Election Form”) to be mailed to each holder of record of shares of Company RVI Common Stock as of the record date for the RVI Shareholders Meeting (the “HolderElection Form Record Date”). (b) Each Election Form shall have permit the rightholder (or the beneficial owner, subject to within the limitations set forth in this Article IIImeaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), through appropriate and customary documentation and instructions), to submit an election with respect elect to the shares receive DSW Class B Stock in lieu of Company Virginia Sub Common DSW Class A Stock to be received by such holder in the Reincorporation Merger in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (i) the number of and shall provide that all shares of Company Virginia Sub RVI Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Share an Election and (ii) has not properly been made during the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to the Company period (the “Form of ElectionElection Period”) which shall be mailed from the Mailing Date to record holders of Company Common Stock so as to permit those holders to exercise their right to make an Election 5:00 p.m., New York time, on the fifth business day prior to the Effective Time (the “Election Deadline. (c) Parent ”), shall make the Form of Election initially available not less than twenty (20) business days prior be converted into DSW Class A Stock pursuant to Section 2.1(b). DSW shall publicly announce the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. The Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Company Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date that Parent and the Company shall agree is as near as practicable to five (5) business days prior to the expected Closing Date. Parent and the Company shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than twenty (20) business days before, and at least ten (10) business days prior toto the anticipated Effective Time. If the Effective Time is delayed to a subsequent date, the Election Deadline shall be delayed by the same number of days, and DSW shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) DSW shall make available one or more Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners, within the meaning of Rule 13d-3 under the Exchange Act) of RVI Common Stock during the Election Period, and DSW shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any Election made pursuant to this Section 2.2 shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the person submitting such Election Form, by written notice received by the Exchange Agent during the Election Period. If an Election Form is revoked during the Election Period, the shares of RVI Common Stock represented by such Election Form shall be deemed to be converted into DSW Class A Stock pursuant to Section 2.1(b), except to the extent (if any) a subsequent election is properly made during the Election Period with respect to any or all of the shares of RVI Common Stock covered by that Election Form. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of DSW or RVI or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. Each (a) Not less than 30 days prior to the anticipated Effective Time (the “Mailing Date”), Parent will cause to be mailed to each record holder of record of shares of Company Common Stock (other than shares of Company Stock cancelled pursuant to Section 2.04(c)) as of five Business Days prior to the Mailing Date: (x) an election form in such form consistent with the terms of this Agreement as Parent shall specify (which such form shall be reasonably acceptable to the Company) (the “HolderElection Form”) and (y) a letter of transmittal which shall have the rightspecify that delivery shall be effected, subject to the limitations set forth in this Article III, to submit an election with respect and risk of loss and title to the shares of Company Virginia Sub Stock shall be deemed to pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof together with the required indemnity) or transfer of the Book-Entry Shares to the Exchange Agent, and shall be in a customary form and have such other provisions as are reasonably acceptable to the Company and Parent, including instructions for use in effecting the surrender or transfer (the “Letter of Transmittal”). The Election Form shall state the procedures for electing the Merger Consideration and shall specify the number of shares of Parent Common Stock to be received and/or amount of cash that comprise the Alternative Consideration as determined by such holder in the Reincorporation Merger in accordance with the following procedures:Parent. (ab) Each Holder may Election Form will permit each holder of shares of Company Stock to specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (i) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires holder elects to make a Share Election and receive the CVR Consideration, (ii) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires holder elects to make receive the Cash & Stock Consideration or (iii) that such holder makes no election with respect to such holder’s shares of Company Stock. Any shares of Company Stock with respect to which the Exchange Agent does not receive a Cash Election. (b) Parent shall prepare a form reasonably acceptable to properly completed Election Form during the Company period (the “Form of ElectionElection Period”) which shall be mailed from the Mailing Date to record holders of Company Common Stock so as to permit those holders to exercise their right to make an Election prior to the Election Deadline. (c) Parent shall make the Form of Election initially available not less than twenty (20) business days prior to the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. The Form of Election shall contain instructions for effecting the surrender of Company Certificates (which5:00 p.m., following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSsEastern time, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Company Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date that which Parent and the Company shall agree is as near as practicable to five (5) business days three Business Days preceding the Closing Date, or such other date as Parent and the Company will, prior to the expected Closing DateClosing, mutually agree (the “Election Deadline”), will be deemed to be No Election Shares. Parent and the Company shall cooperate to issue a press release reasonably satisfactory to each of them announcing publicly announce the date of the Election Deadline not more than twenty (20) business days before, and at least ten (10) business days three Business Days prior toto the Election Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Parent shall direct the Exchange Agent to make Election Forms available as may be reasonably requested from time to time by all Persons who become holders of record of Company Stock between the date that is five Business Days prior to the Mailing Date and the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent to perform as specified in this Agreement and as specified in any agreement between Parent and/or the Company and the Exchange Agent. (d) Any election made pursuant to this Section 3.01 will have been properly made only if the Exchange Agent will have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the Person submitting it, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the shares of Company Stock represented by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Any termination of this Agreement in accordance with Article IX shall result in the revocation of all Election Forms delivered to the Exchange Agent on or prior to the date of such termination. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters will be binding and conclusive. None of Parent, First Merger Sub, Second Merger Sub, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. Each holder of record of shares of Company Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election with respect to the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger in accordance with the following procedures: (a) Each Holder may An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Eligible Certificates shall pass, only upon proper delivery of such Eligible Certificates to the Exchange Agent) in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (i) the number of shares of Company Virginia such form as BEPC and Acquisition Sub Common Stock to shall reasonably specify and as shall be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Share Election and (ii) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to the Company (the “Form of ElectionElection Form”) which shall be mailed to record holders of Company Common Stock so of record as of the record date for the Company Shareholders Meeting. As used herein, shares of Company Common Stock issued and outstanding and not held by any Parent Stockholder shall be referred to as “Eligible Company Shares”. (b) Each Election Form shall permit those the holder (or the beneficial owner through appropriate and customary documentation and instructions) of record of Eligible Company Shares as of immediately prior to the Election Deadline to elect (an “Election”) to receive shares of New York Company Class C Common Stock (and, upon completion of the Parent Exchange, Parent LP Units) for all of the Eligible Company Shares held by such holder. The holders of any Eligible Company Shares with respect to exercise their right which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the business day immediately preceding the date of the Company Shareholders Meeting (the “Election Deadline”) shall be deemed not to have made an Election. (c) BEPC and Acquisition Sub shall make available one or more Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Eligible Company Shares between the record date for the Company Shareholders Meeting and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) Any Election Form may be revoked prior to the Election Deadline with respect to the Eligible Company Shares subject thereto in accordance with the procedures set forth therein. If an Election Form is revoked prior to the Election Deadline, the holder of Eligible Company Shares represented by such Election Form shall be deemed to have made no Election, unless a subsequent Election is submitted by the holder of such Eligible Company Shares in accordance with the procedures set forth in the Election Form prior to the Election Deadline. (c) Parent shall make the Form of Election initially available not less than twenty (20) business days prior to the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. The Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (de) Any Election shall have been properly made properly only if (i) the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”shall have received a properly completed Election Form by the Election Deadline or (ii) entered into such Election has been made at or prior to the mailing of Election Deadline pursuant to the Form of Election to Company stockholders, shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as procedures set forth in the Election Form. After an Election is validly made with respect to any Eligible Company Shares, no further registration of transfers of such Form Eligible Company Shares shall be made on the transfer books of Election, from a member of any registered national securities exchange or a commercial bank or trust company the Company unless and until such Election is properly revoked in accordance with the procedures set forth in the United States; providedElection Form. In the event any Election is made by a beneficial owner of Eligible Company Shares, that such Company Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee Election shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (automatically revoked in the city in which the principal office event of any transfer of such beneficial ownership. (f) The reasonable good faith determination of the Exchange Agent is located) on shall be conclusive and binding as to whether or not an Election shall have been properly made or revoked pursuant to the date that Parent Election Form, as to when Elections and revocations of Elections were received by the Exchange Agent and as to whether to disregard immaterial defects in a completed Election Form. None of Parent, BEPC, Acquisition Sub or the Exchange Agent shall be under any obligation to notify any person of any defect in a completed Election Form. Notwithstanding anything in this Section 4.02 to the contrary, the Exchange Agent may, with the written agreement of BEPC and Acquisition Sub, make any rules or procedures as are consistent with this Section 4.02 for the implementation of Elections and the Company revocation of Elections as shall agree is as near as practicable be necessary or desirable to five (5) business days prior to the expected Closing Date. Parent and the Company shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than twenty (20) business days before, and at least ten (10) business days prior to, the Election Deadlineadminister such Elections.

Election Procedures. Each An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing CoBancorp Common Stock ("CoBancorp Certificates") shall pass, only upon proper delivery of such CoBancorp Certificates to an exchange agent designated by FirstMerit (the "Exchange Agent")) in such form as FirstMerit and the CoBancorp shall mutually agree ("Election Form") shall be mailed 25 days prior to the anticipated Effective Time or on such other date as the CoBancorp and FirstMerit shall mutually agree ("Mailing Date") to each holder of record of shares CoBancorp Common Stock as of Company five business days prior to the Mailing Date ("Election Form Record Date"). FirstMerit shall determine the anticipated Effective Time (the "Anticipated Effective Time") in its sole discretion and the failure of the Effective Time to occur at the Anticipated Effective Time for purposes of this Section 2.2 shall not affect the time periods which are established for purposes of these election procedures. Each Election Form shall permit a holder (or the beneficial owner through appropriate and customary documentation and instructions) of CoBancorp Common Stock to elect to receive only FirstMerit Common Stock with respect to such holder's CoBancorp Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this Article III"Stock Election Shares"), to submit an election elect to receive only cash with respect to such holder's CoBancorp Common Stock ("Cash Election Shares"), to elect to receive FirstMerit Common Stock with respect to those shares of CoBancorp Common Stock designated by the holder as Stock Election Shares and cash with respect to the holder's remaining shares of Company Virginia Sub CoBancorp Common Stock or to be received by indicate that such holder in the Reincorporation Merger in accordance with the following procedures: makes no election (a) Each Holder may specify in a request made in accordance with the provisions "No Election Shares"). For purposes of this Section 3.1 (herein called an “Election”) (i) 2.2, Dissenting Shares shall be treated as Cash Election Shares but shall not be converted into the number of Per Share Stock Consideration or the Per Share Cash Consideration except as provided in Section 2.6. Any shares of Company Virginia Sub CoBancorp Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent an effective, properly completed Election Form on or before 5:00 p.m. on the 20th day following the Mailing Date (or such Holder desires other time and date as FirstMerit and the CoBancorp may mutually agree) (the "Election Deadline") shall be deemed to be "No Election Shares." FirstMerit shall promptly make a Share available one or more Election and Forms as may be reasonably requested by all persons who become holders (iior beneficial owners) the number of shares of Company Virginia Sub CoBancorp Common Stock to be owned by such Holder as a result between the Election Form Record Date and the close of business on the Reincorporation Merger with respect to which such Holder desires to make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to the Company (the “Form of Election”) which shall be mailed to record holders of Company Common Stock so as to permit those holders to exercise their right to make an Election business day prior to the Election Deadline. (c) Parent , and CoBancorp shall make the Form of Election initially available not less than twenty (20) business days prior provide to the anticipated Exchange Agent all information reasonably necessary for it to perform as specified herein. Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Deadline Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates (or customary affidavits and shall use indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder shares of the Company who requests CoBancorp Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form of may be revoked or changed by the person submitting such Election following the initial mailing of the Forms of Election and Form at or prior to the Election Deadline. The In the event an Election Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into is revoked prior to the mailing of the Form of Election to Company stockholders, shall have received, by the Election Deadline, a the shares of CoBancorp Common Stock represented by such Election Form shall become No Election Shares and FirstMerit shall cause the certificates representing CoBancorp Common Stock to be promptly returned without charge to the person submitting the Election Form upon written request to that effect from the person who submitted the Election Form. Subject to the terms of this Agreement and of the Election properly completed and signed and accompanied by Company Certificate(s) (whichForm, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Company Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure shall have reasonable discretion to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed determine whether any election, revocation or change has been properly or timely made and to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (disregard immaterial defects in the city in which the principal office Election Forms, and any good faith decisions of the Exchange Agent is located) on regarding such matters shall be binding and conclusive. Neither FirstMerit nor the date that Parent and the Company Exchange Agent shall agree is as near as practicable be under any obligation to five (5) business days prior to the expected Closing Date. Parent and the Company shall cooperate to issue a press release reasonably satisfactory to each notify any person of them announcing the date of the any defect in an Election Deadline not more than twenty (20) business days before, and at least ten (10) business days prior to, the Election DeadlineForm.

Election Procedures. (a) Each Person who, at or prior to the Election Deadline, is a record holder of record of shares of Company Common Stock (“Holder”which, for purposes of this Section 2.04, shall include the holders of all Cash-Out RSUs) shall have the right, subject to the limitations set forth in this Article IIIII, to submit an election on or prior to the Election Deadline in accordance with respect the procedures set forth in this Section 2.04. (b) At the time of the mailing of the Proxy Statement to holders of record of shares of Company Common Stock entitled to vote at the Company Stockholders Meeting (the “Mailing Date”), the Company shall use reasonable best efforts to mail an election form and other appropriate and customary transmittal materials (which, in the case of shares of Company Common Stock represented by Certificates, shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Virginia Sub Common Stock to be received represented by such holder Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent, upon adherence to the procedure set forth in the Reincorporation Merger Letter of Transmittal, and shall be in accordance such form and have such other provisions as Parent and the Company may reasonably agree) (the “Election Form”) to each holder of record of shares of Company Common Stock as of the record date for the Company Stockholders Meeting. Holders of record of Company Common Stock who hold such Company Common Stock as nominees, trustee or in other representative capacities may, through proper instructions and documentation, submit a separate Election Form on or before the Election Deadline with the following procedures:respect to each beneficial owner for whom such nominee, trustee or representative holds such Company Common Stock. (ac) Each Holder may Election Form shall permit each Person who, at or prior to the Election Deadline, is a record holder (or, in the case of nominee record holders, the beneficial owner, through proper instructions and documentation) of shares of Company Common Stock, other than any Dissenting Stockholder, to specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (i) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make holder makes a Share Election and Election, (ii) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires holder makes a Mixed Election, and (iii) the number of shares of Company Common Stock with respect to make which such holder makes a Cash Election. (bd) Any shares of Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form at or before 5:00 p.m., New York time, on the Business Day that is one (1) Business Day immediately preceding the date of the Company Stockholders Meeting (or such other date as may be mutually agreed by Parent and the Company) (the “Election Deadline”), shall be deemed to be Non-Election Shares. If the Company Stockholders Meeting is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. For the avoidance of doubt, any Non-Election Shares will receive the Mixed Consideration. (e) Parent shall prepare a form direct the Exchange Agent to make Election Forms available as may be reasonably acceptable requested from time to the Company (the “Form time by all Persons who become holders of Election”) which shall be mailed to record holders of Company Common Stock so as to permit those holders to exercise their right to make an Election prior to between the record date for the Company Stockholders Meeting and the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent to perform as specified in this Agreement and as specified in any agreement between Parent and/or the Company and the Exchange Agent. (cf) Parent Any election shall make have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form of by the Election initially available not less than twenty (20) business days prior to the anticipated Deadline. After a Share Election, Mixed Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of or Cash Election is validly made with respect to any stockholder shares of Company Common Stock, any subsequent transfer of such shares of Company Common Stock shall automatically revoke such election. Any Election Form may be revoked or changed by the Company who requests Person submitting such Form Election Form, by written notice of Election following such revocation received by the initial mailing of the Forms of Election and Exchange Agent prior to the Election Deadline. The In the event an Election Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into is revoked prior to the mailing of the Form of Election to Company stockholders, shall have received, by the Election Deadline, the shares of Company Common Stock represented by such Election Form shall become Non-Election Shares, except to the extent a Form of Election subsequent election is properly completed made and signed and accompanied by Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) not revoked with respect to which such Form of Election relates any or by an appropriate customary guarantee of delivery all of such certificates, as set forth shares of Company Common Stock prior to the Election Deadline. Any termination of this Agreement in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company accordance with Article VIII shall result in the United States; provided, that such Company Certificates are in fact revocation of all Election Forms delivered to the Exchange Agent by on or prior to the time required date of such termination. (g) Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election or revocation has been properly or timely made and to disregard immaterial defects in such guarantee of deliveryany submitted Election Form. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office Any good faith determinations of the Exchange Agent is located(or, in the event that the Exchange Agent declines to make any such determination, the joint determination of Parent and the Company) on regarding such matters shall be binding and conclusive. None of Parent, the date that Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. The Exchange Agent (or, in the event the Exchange Agent declines to make such computations, Parent and the Company jointly) shall agree is as near as practicable also make all computations contemplated by Sections 2.01(c), 2.02(f) and 2.05 hereof, and absent manifest error such computations shall be conclusive and binding on Parent, the Company and all holders of Company Common Stock. (h) The Company and Parent shall have the right to five (5) business days prior to make rules, not inconsistent with the expected Closing Date. Parent terms of this Agreement, governing the validity and effectiveness of Election Forms and Letters of Transmittal and the Company shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date payment of the Election Deadline not more than twenty (20) business days before, and at least ten (10) business days prior to, the Election DeadlineMerger Consideration.

Election Procedures. Each (a) An election form in such form as Parent shall reasonably specify and as shall be reasonably acceptable to the Company (the “Election Form”) shall be included by the Company in the Form S-4 and the Proxy Statement or mailed on a date to be mutually agreed by Parent and the Company that is not more than forty-five (45) days nor less than thirty (30) days prior to the anticipated Charter Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) to each holder of record of shares Company Shares as of the close of business on the fifth (5th) Business Day prior to the Mailing Date (the “Election Form Record Date”). (b) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Company Common Stock (“Holder”) shall have Shares between the right, subject Election Form Record Date and the close of business on the Business Day prior to the limitations set forth in this Article IIIElection Deadline, and the Company shall provide to submit an election the Payment Agent all information reasonably necessary for it to perform as specified herein. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to specify (i) (A) the number of such holder’s Company Shares with respect to which such holder makes a Cash Election or (B) the number of such holder’s Company Shares with respect to which such holder makes a Stock Election and (ii) whether such holder affirmatively elects to exchange all, but not less than all, of the shares of Company Virginia Sub Common Class A Stock entitled to be received by such holder in the Reincorporation Merger in accordance with the following procedures: Pre-Closing Dividend (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (i) the number of including shares of Company Virginia Sub Common Class A Stock to be owned received pursuant to the Excess Stock Dividend, if applicable, by such Holder as holders making a result of Cash Election) for Parent Common Units in the Reincorporation Merger Parent Common Units Exchange (a “Parent Common Units Election” and each Company Share with respect to which a Parent Common Units Election has been properly made and not revoked pursuant to this Section 2.08, a “Parent Common Units Election Share”). Any Company Shares with respect to which the Payment Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., Eastern time, on the twenty-fifth (25th) day following the Mailing Date (or such Holder desires other time and date as Parent and the Company shall agree) (the “Election Deadline”) shall be deemed to make be “Non-Electing Shares.” Notwithstanding anything to the contrary contained in this Section 2.08, (i) in the event that there is (or is deemed to be) a Share Parent Common Units Election with respect to eighty percent (80%) or more of the shares of Class A Stock to be issued in the Pre-Closing Dividend, then, at Parent’s election, all shares of Class A Stock that are issued in the Pre-Closing Dividend shall be exchanged for Parent Common Units in the Parent Common Units Exchange regardless of whether a Parent Common Units Election is made with respect to any such shares of Class A Stock; provided that Parent provides the Company notice of such election at least two (2) Business Days prior to the Charter Effective Date; and (ii) in the number event that there is (or is deemed to be) a Parent Common Units Election with respect to ninety percent (90%) or more of the shares of Company Virginia Sub Common Class A Stock to be owned by such Holder as issued in the Pre-Closing Dividend, then all shares of Class A Stock that are issued in the Pre-Closing Dividend shall be exchanged for Parent Common Units in the Parent Common Units Exchange regardless of whether a result of the Reincorporation Merger Parent Common Units Election is made with respect to which any such Holder desires to make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to the Company (the “Form shares of Election”) which shall be mailed to record holders of Company Common Stock so as to permit those holders to exercise their right to make an Election prior to the Election DeadlineClass A Stock. (c) Parent Any election shall make have been properly made only if the Payment Agent shall have actually received a properly completed Election Form of by the Election initially available not less than twenty (20) business days prior to Deadline. Any Election Form may be revoked or changed by the anticipated authorized Person properly submitting such Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of Form, by written notice received by the Company who requests such Form of Election following the initial mailing of the Forms of Election and Payment Agent prior to the Election Deadline. The In the event an Election Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into is revoked prior to the mailing of the Form of Election to Company stockholders, shall have received, by the Election Deadline, the Company Shares represented by such Election Form shall become Non-Electing Shares, except to the extent a Form of Election subsequent election is properly completed and signed and accompanied by Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) made with respect to which such Form of Election relates any or by an appropriate customary guarantee of delivery all of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Company Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date that Parent and the Company shall agree is as near as practicable to five (5) business days Shares prior to the expected Closing DateElection Deadline. Parent Subject to the terms of this Agreement and the Company shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than twenty (20) business days beforeForm, the Payment Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and at least ten (10) business days prior toany good faith decisions of the Payment Agent regarding such matters shall be binding and conclusive. None of Parent, the Company or the Payment Agent shall be under any obligation to notify any Person of any defect in an Election DeadlineForm.

Election Procedures. Each holder of record of shares of Company Common Stock issued and outstanding immediately prior to the Election Deadline (a “Company Holder”) shall have the right, subject to the limitations set forth in this Article IIIII, to submit an election with respect on or prior to the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger Election Deadline in accordance with the following procedures: (a) Each Company Holder may specify in a request made in accordance with the provisions of this Section 3.1 2.03 (herein called an “Election”) ), (iA) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Company Holder desires to make a Share Election and Election, (iiB) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Company Holder desires to make a Mixed Election, and (C) the number of shares of Company Common Stock with respect to which such Company Holder desires to make a Cash Election, and the order in which either such election is to apply to any such shares if the election is subject to proration pursuant to Section 2.04. Any Company Holder who makes an Election shall be required to waive all appraisal rights in connection with making such Election. (b) Parent TopCo shall prepare a form reasonably acceptable to the Company (the “Form of Election”) ), which shall be mailed by TopCo to record holders of Company Common Stock so as to permit those holders Company Holders to exercise their right to make an Election prior to the Election Deadline. (c) Parent TopCo shall make mail or cause to be mailed or delivered, as applicable, the Form of Election initially available to record holders of Company Common Stock as of the record date for the Company Stockholders’ Meeting not less than twenty (20) 20 business days prior to the anticipated Election Deadline and Deadline. TopCo shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the one or more Forms of Election as may reasonably be requested from time to time by all persons who become holders of record of Company Common Stock during the period following the record date for the Company Stockholders’ Meeting and prior to the Election Deadline. The Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have received, by prior to the Election Deadline, a Form of Election properly completed and signed and accompanied by Company Certificate(s) Certificates (which, following or affidavits of loss in lieu of the Reincorporation Merger shall represent Company Virginia Sub Common StockCertificates) 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 customary guarantee of delivery of such certificatesCertificates, as set forth in such Form of Election, from a member firm that is an eligible guarantor institution (as defined in Rule 17Ad−15 under the Securities Exchange Act of any registered national securities exchange or a commercial bank or trust company in 1934, as amended (the United States“Exchange Act”)); provided, provided that such Company Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery, and, in the case of shares of Company Common Stock in book-entry form, any additional documents specified in the procedures set forth in the Form of Election. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by ParentTopCo, in its sole and absolute discretion. As used herein, unless otherwise jointly agreed in advance by the partiesCompany and TopCo, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on a date mutually agreed by the date that Company and Parent but which in no event shall be less than 30 days prior to the anticipated Closing Date. TopCo and the Company shall agree is as near as practicable to five (5) business days prior to the expected Closing Date. Parent and the Company shall cooperate to issue a joint press release reasonably satisfactory to each of them announcing the anticipated date of the Election Deadline not more than twenty (20) 15 business days before, and at least ten (10) five business days prior to, the anticipated date of the Election Deadline.

Election Procedures. Each (a) TD Banknorth shall appoint an agent, who shall be reasonably acceptable to H▇▇▇▇▇ United (the “Exchange Agent”), for the purpose of exchanging certificates that immediately prior to the Effective Time evidenced shares of H▇▇▇▇▇ United Common Stock (the “Certificates”) for the Merger Consideration. The Exchange Agent shall mail an election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent), in such form as H▇▇▇▇▇ United and TD Banknorth shall mutually agree (the “Election Form”), no later than 15 Business Days prior to the anticipated Effective Time or on such earlier date as TD Banknorth and H▇▇▇▇▇ United may mutually agree (the “Mailing Date”) to each holder of record of shares H▇▇▇▇▇ United Common Stock as of Company five Business Days prior to the Mailing Date (the “Election Form Record Date”), provided, however, that Election Forms need not be mailed prior to the receipt of the Requisite Regulatory Approvals (exclusive of the expiration or termination of statutory waiting periods). The Exchange Agent shall make available an additional Election Form to all Persons who become record holders of H▇▇▇▇▇ United Common Stock between the Election Form Record Date and the close of business on the fifth Business Day prior to the Election Deadline (the “Secondary Election Form Record Date”). Each Election Form shall permit each holder of record of H▇▇▇▇▇ United Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election with respect to the shares of Company Virginia Sub Common Stock to be received by such holder or in the Reincorporation Merger in accordance with case of nominee record holders, the following procedures: (abeneficial owner through proper instructions and documentation) Each Holder may to specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (i) the number of shares of Company Virginia Sub H▇▇▇▇▇ United Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder holder desires to make a Share have converted into the right to receive TD Banknorth Common Stock as provided herein (the “H▇▇▇▇▇ United Stock Election Shares”) and (ii) the number of shares of Company Virginia Sub H▇▇▇▇▇ United Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder holder desires to make a have converted into the right to receive cash as provided herein (the “H▇▇▇▇▇ United Cash ElectionElection Shares”). Any holder of H▇▇▇▇▇ United Common Stock who fails properly to submit an Election Form on or before the Election Deadline in accordance with the procedures set forth in this Section 3.2 or shall have acquired shares of H▇▇▇▇▇ United Common Stock after the Secondary Election Form Record Date shall be deemed to hold H▇▇▇▇▇ United Stock Election Shares. (b) Parent To be effective, a properly completed and executed Election Form shall prepare a form reasonably acceptable be submitted to the Company (the “Form of Election”) which shall Exchange Agent on or before 5:00 p.m., New York City time, on a date to be mailed to record holders of Company Common Stock so as to permit those holders to exercise their right to make an Election prior to the Election Deadline. (c) Parent shall make the Form of Election initially available not less than twenty (20) business days prior to the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. The Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected decided by Parent TD Banknorth and reasonably acceptable to H▇▇▇▇▇ United (which date shall not be earlier than 15 Business Days after the Company Mailing Date and no later than the Effective Time) (the “Exchange AgentElection Deadline”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the . An Election Form of Election to Company stockholders, shall have received, by the Election Deadline, a Form of Election be deemed properly completed and signed and by a holder of H▇▇▇▇▇ United Common Stock only if accompanied by Company Certificate(sone or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) (which, following the Reincorporation Merger shall represent Company Virginia Sub representing all shares of H▇▇▇▇▇ United Common Stock) to which , held by such Form of Election relates holder, or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, Certificates from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company in the United States; provided, that States as set forth in such Company Certificates are in fact delivered Election Form. Any holder of H▇▇▇▇▇ United Common Stock who has made an election by submitting an Election Form to the Exchange Agent may at any time prior to the Election Deadline change such holder’s election by the time required in such guarantee of delivery. Failure to deliver shares of Company Common Stock covered submitting a revised Election Form, properly completed and signed that is received by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date that Parent and the Company shall agree is as near as practicable to five (5) business days prior to the expected Closing DateElection Deadline. Parent and the Company shall cooperate to issue a press release reasonably satisfactory to each Any holder of them announcing the date of H▇▇▇▇▇ United Common Stock may at any time prior the Election Deadline not more than twenty (20) revoke such holder’s election and withdraw such holder’s Certificates deposited with the Exchange Agent by written notice to the Exchange Agent received by the close of business days before, and at least ten (10) business days on the day prior to, to the Election Deadline.

Election Procedures. Each holder of record of shares of Company Common Stock (including Company Restricted Stock and shares of Company Common Stock issued upon exercise of Company Options pursuant to Section 3.10(a)) issued and outstanding immediately prior to the Effective Time (a “Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election with respect on or prior to the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger Election Deadline in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 3.3 (herein called an “Election”) (i) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Share Stock Election and (ii) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to the Company (the “Form of Election”) ), which shall be mailed by the Company to record holders of Company Common Stock so as to permit those holders to exercise their right to make an Election prior to the Election Deadline. (c) Parent The Company shall make mail or cause to be mailed the Form of Election initially available to record holders of Common Stock as of the record date for the Company Stockholder Meeting not less than twenty (20) business days Business Days prior to the anticipated Election Deadline and shall use all reasonable best efforts to make available as promptly as possible a Form of Election to any stockholder all persons who become holders of shares of Common Stock during the period following the record date for the Company who requests such Form of Election following the initial mailing of the Forms of Election Stockholder Meeting and prior to the Election Deadline. The Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by Certificates representing the shares of Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) 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 customary guarantee of delivery of such certificatesCertificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the United StatesExchange Act); provided, that such Company Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery, and, in the case of Book-Entry Shares, any additional documents specified in the procedures set forth in the Form of Election. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole and absolute discretion. As used herein, unless otherwise agreed in advance by the partiesCompany and Parent, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the later of (i) the date immediately prior to the Company Stockholder Meeting and (ii) the date that Parent and the Company shall agree is as near as practicable to five (5) business days Business Days prior to the expected Closing Date. The Company and Parent and the Company shall cooperate to issue a press release reasonably satisfactory to each of them announcing the anticipated date of the Election Deadline not more than twenty fifteen (2015) business days Business Days before, and at least ten five (105) business days Business Days prior to, the Election Deadline. If the Closing is delayed to a subsequent date, the Election Deadline shall be similarly delayed and the Company and Parent shall cooperate to promptly publicly announce such rescheduled Election Deadline and Closing.

Election Procedures. Each holder of record of shares of Company Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this Article IIII, to submit an election with respect to the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger in accordance with the following procedures: (ai) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 1.9 (herein called an “Election”) (i) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Share Convertible Notes Election and (ii) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Cash Election. (bii) Parent shall prepare a form reasonably acceptable to the Company (the “Form of Election”) which shall be mailed to record holders of Company Common Stock Holders so as to permit those holders to the exercise of their right to make an Election prior to the Election Deadline. (c) . Parent shall make the Form of Election initially available not less than twenty (20) business days Business Days prior to the anticipated Election Deadline and shall use all its commercially reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company Holder who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. The Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (diii) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person or persons shall be a bank or trust company selected by Parent and reasonably acceptable with the consent of the Company, such consent not to the Company be unreasonably withheld (the “Exchange Agent”), pursuant to an agreement substantially in the form of Exhibit A hereto (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholdersHolders, shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Company Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretionsigned. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means shall mean 5:00 p.m. local New York City time (in the city in which the principal office of the Exchange Agent is located) on the date that Parent and of the Company shall agree is as near as practicable to five (5) business days prior to the expected Closing DateStockholders’ Meeting. Parent and the Company shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than twenty fifteen (2015) business days Business Days before, and at least ten five (105) business days Business Days prior to, the Election Deadline.

Election Procedures. Each (a) An election form and other appropriate and customary transmittal materials in such form as Parent and Company shall mutually agree (the “Election Form”) shall be mailed thirty-five (35) days prior to the anticipated Closing Date or on such other date as Parent and Company shall mutually agree (the “Mailing Date”) to each holder of record of shares Company Common Stock as of the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”). (b) Each Election Form shall permit each holder of Company Common Stock (“Holder”or the beneficial owner through appropriate and customary documentation and instructions) shall have the right, subject other than holders of Dissenting Shares to the limitations set forth in this Article III, to submit an election with respect to the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (i) the number of shares of such holder’s Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder holder desires to make a Share Stock Election and (“Stock Election Shares”), (ii) the number of shares of such holder’s Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder holder desires to make a Cash Election. Election (b“Cash Election Shares”) or (iii) the number of shares of such holder’s Company Common Stock with respect to which such holder makes no election (“No Election Shares”). Any Company Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York City time, on the 30th day following the Mailing Date (or such other time and date as Parent shall prepare a form reasonably acceptable to the and Company may mutually agree) (the “Form of ElectionElection Deadline”) which shall also be mailed deemed to record holders of Company Common Stock so as to permit those holders to exercise their right to make an be No Election prior to the Election DeadlineShares. (c) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by any person who becomes a holder (or beneficial owner) of Company Common Stock between the Election Form Record Date and the close of Election initially available not less than twenty (20) business days prior to on the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and business day prior to the Election Deadline. The Form of Election , and Company shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject provide to the proviso Exchange Agent all information reasonably necessary for it to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSsperform as specified herein. (d) Any Election such election shall have been properly made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have received, actually received a properly completed Election Form by the Election Deadline, a . An Election Form of Election shall be deemed properly completed and signed and only if accompanied by Company Certificate(s) one or more Old Certificates (which, following or customary affidavits and indemnification regarding the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which loss or destruction of such Form of Election relates certificates or by an appropriate customary guarantee of the guaranteed delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Company Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver ) representing all certificated shares of Company Common Stock covered by such a guarantee of delivery within Election Form, together with duly executed transmittal materials included in the time set forth on such guarantee shall Election Form. Any Election Form may be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, unless otherwise agreed in advance revoked or changed by the parties, “person submitting such Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of Form only by written notice received by the Exchange Agent is located) on the date that Parent and the Company shall agree is as near as practicable to five (5) business days prior to the expected Closing DateElection Deadline. Parent and In the Company shall cooperate event an Election Form is revoked prior to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than twenty (20) business days before, and at least ten (10) business days prior to, the Election Deadline., unless a subsequent properly completed Election Form is submitted and actually received by the Exchange Agent by the Election Deadline, the shares of Company Common Stock represented by such Election Form shall become No Election Shares and Parent shall cause the Old Certificates to be promptly returned without charge to the person submitting the Election Form upon written request to that effect from the holder who submitted the Election

Election Procedures. (a) Each person who, on or prior to the Election Deadline, is a record holder of shares of Company Common Stock other than Excluded Shares shall be entitled to specify the number of such holder's shares of Company Common Stock with respect to which such holder makes a Cash Election, a Share Election or a Mixed Election. (b) Acquiror shall prepare a form of election (the "Form of Election") in form and substance reasonably acceptable to the Company. The Form of Election shall specify that delivery shall be effected, and risk of loss and title to any Company Stock Certificates shall pass, only upon proper delivery of the Form of Election and any Company Stock Certificates in accordance with Section 2.3. The Company shall mail the Form of Election on a date to be mutually agreed by Acquiror and the Company that is not more than forty-five (45), nor less than thirty (30) days, prior to the anticipated Closing Date or such other date as Acquiror and the Company shall mutually agree (the "Mailing Date") to all persons who are record holders of shares of Company Common Stock as of the close of business on the fifth (5th) Business Day prior to the Mailing Date (the "Election Form Record Date"). The Form of Election shall be used by each record holder of shares of Company Common Stock (“Holder”) shall have the rightor, subject to the limitations set forth in this Article III, to submit an election with respect to the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger in accordance with case of nominee record holders, the following procedures: (abeneficial owner through proper instructions and documentation) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (i) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Share Election and (ii) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Cash Election. (b) Parent , a Share Election or a Mixed Election. The Company shall prepare a form reasonably acceptable use its reasonable best efforts to make the Company (the “Form of Election”) which shall Election available as may be mailed reasonably requested from time to time by all persons who become record holders of shares of Company Common Stock so as to permit those holders to exercise their right to make an during the period between the Election prior to Form Record Date and the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for Acquiror and the Exchange Agent to perform as specified herein. (c) Parent shall make the Form of Election initially available not less than twenty (20) business days prior to the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. The Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election holder's election shall have been properly made properly only if the person authorized to receive Elections Exchange Agent shall have received at its designated office by 5:00 p.m., local time, on the twenty-fifth (25th) day following the Mailing Date (or such other time and to act date as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent Acquiror and reasonably acceptable to the Company may agree) (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have received, by the "Election Deadline"), a Form of Election properly completed and signed and accompanied by by: (i) Company Certificate(s) (which, following Stock Certificates representing the Reincorporation Merger shall represent shares of Company Virginia Sub Common Stock) 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 customary guarantee of delivery of such certificates, Company Certificates as set forth in such Form of Election, Election from a member of any registered national securities exchange or a commercial bank or trust company firm that is an "eligible guarantor institution" (as defined in Rule 17Ad-15 under the United StatesExchange Act); provided, that such Company Stock Certificates are in fact delivered to the Exchange Agent by the time required set forth in such guarantee of deliverydelivery);or (ii) in the case of book-entry shares, any additional documents required by the procedures set forth in the Form of Election. Failure After a Cash Election, a Share Election or a Mixed Election is properly made with respect to deliver any shares of Company Common Stock, no further registration of transfers of such shares of Company Common Stock covered shall be made on the stock transfer books of the Company, unless and until such Cash Election, Share Election or Mixed Election is properly revoked. (d) Acquiror and the Company shall publicly announce the anticipated Election Deadline at least three (3) Business Days prior to the anticipated Election Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline may, upon mutual agreement of Acquiror and the Company, be similarly delayed to a subsequent date, and Acquiror and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (e) Any Cash Election, Share Election or Mixed Election may be revoked with respect to all or a portion of the shares of Company Common Stock subject thereto by the holder who submitted the applicable Form of Election by written notice received by the Exchange Agent prior to the Election Deadline. In addition, all Cash Elections, Share Elections and Mixed Elections shall automatically be revoked if this Agreement is terminated in accordance with its terms. If a Cash Election, Share Election or Mixed Election is revoked, the shares as to which such election previously applied shall be treated as Non-Electing Company Shares unless a guarantee of delivery contrary election is properly made by the holder within the time set forth on such guarantee shall period during which elections are permitted to be deemed made pursuant to invalidate any otherwise properly made Section 2.4(c). Company Stock Certificates will not be returned to holders in the event an election is revoked unless the holder so requests. (f) Subject to the terms of this Agreement and the Form of Election, unless otherwise determined by Parentthe reasonable, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office good-faith determination of the Exchange Agent is located(or the joint determination of Acquiror and the Company, in the event that the Exchange Agent declines to make any such determination) on shall be conclusive and binding as to whether or not Cash Elections, Mixed Elections and Share Elections shall have been properly made or revoked pursuant to this Section 2.4 (and to disregard any immaterial defects in the date that Parent Forms of Election) and as to when Cash Elections, Mixed Elections, Share Elections and revocations were received by the Exchange Agent. The Exchange Agent (or Acquiror and the Company jointly, in the event that the Exchange Agent declines to make the following computation) shall agree is as near as practicable to five also make all computations contemplated by Section 2.1(a), and absent manifest error this computation shall be conclusive and binding. The Exchange Agent may, with the written agreement of Acquiror (5) business days prior subject to the expected Closing Dateconsent of the Company, not to be unreasonably withheld), make any rules as are consistent with this Section 2.4 for the implementation of the Cash Elections, Mixed Elections and Share Elections provided for in this Agreement as shall be necessary or desirable to effect these Cash Elections, Mixed Elections and Share Elections. Parent and None of Acquiror, the Company or the Exchange Agent shall cooperate be under any obligation to issue notify any person of any defect in a press release reasonably satisfactory to each Form of them announcing the date of the Election Deadline not more than twenty (20) business days before, and at least ten (10) business days prior to, the Election DeadlineElection.

Election Procedures. Each (a) Not less than 30 days prior to the anticipated First Effective Time (the “Mailing Date”), Parent will cause to be mailed to each record holder of record of shares of Company Common Stock (“Holder”) shall have the rightother than Excluded Shares), subject including each holder of Company Restricted Stock, as of five Business Days prior to the limitations set forth in this Article III, Mailing Date (or another date selected by Parent which is reasonably acceptable to submit the Company) an election with respect form in a form mutually satisfactory to Parent and the Company (the “Election Form”). (b) Each Election Form will permit the holder (or the beneficial owner through customary documentation and instructions) of shares of Company Virginia Sub Common Stock Stock, including each holder of Company Restricted Stock, to be received by such holder in the Reincorporation Merger in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (i) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires holder elects to make a Share receive the Stock Election and Consideration, (ii) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires holder elects to make a receive the Cash Election. Election Consideration or (biii) Parent shall prepare a form reasonably acceptable that such holder makes no election with respect to the such holder’s shares of Company (the “Form of Election”) which shall be mailed to record holders Common Stock. Any shares of Company Common Stock so as with respect to permit those holders which the Exchange Agent does not receive a properly completed Election Form during the period (the “Election Period”) from the Mailing Date to exercise their right to make an Election 5:00 p.m., New York Time, on the Business Day that is three Trading Days prior to the Closing Date or such other date as Parent and the Company will, prior to the Closing, mutually agree (the “Election Deadline”) will be deemed to be No Election Shares. Parent and the Company will publicly announce the anticipated Election Deadline at least five Business Days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. Notwithstanding anything to the contrary herein or therein, each holder of shares of Company Restricted Stock shall be deemed to have elected to receive Cash Election Consideration with respect to a number of such shares sufficient to satisfy withholding obligations with respect thereto, and Parent shall deposit, or cause to be deposited, funds sufficient to pay applicable withholding with respect to such shares of Company Restricted Stock from such Cash Election Consideration. (c) Parent shall make the Form of Election initially available not less than twenty (20) business days prior Any election made pursuant to the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. The Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of this Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election shall 1.15 will have been properly made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to has actually received a properly completed Election Form during the mailing of Election Period. Any Election Form may be revoked or changed by the Form of Election to Company stockholders, shall have receivedPerson submitting it, by the Election Deadline, a Form of Election properly completed and signed and accompanied written notice received by Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Company Certificates are in fact delivered to the Exchange Agent by during the time required in such guarantee of deliveryElection Period. Failure to deliver In the event an Election Form is revoked during the Election Period, the shares of Company Common Stock covered represented by such a guarantee of delivery within the time set forth on such guarantee shall Election Form will be deemed to invalidate any otherwise be No Election Shares, except to the extent a subsequent election is properly made Electionduring the Election Period. Subject to the terms of this Agreement and of the Election Form, unless otherwise determined by Parentthe Exchange Agent will have reasonable discretion to determine whether any election, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (revocation or change has been properly or timely made and to disregard immaterial defects in the city in which the principal office Election Forms, and any good faith decisions of the Exchange Agent is located) on the date that Parent regarding such matters will be binding and conclusive. None of Parent, the Company shall agree is as near as practicable or the Exchange Agent will be under any obligation to five (5) business days prior to the expected Closing Date. Parent and the Company shall cooperate to issue a press release reasonably satisfactory to each notify any Person of them announcing the date of the any defect in an Election Deadline not more than twenty (20) business days before, and at least ten (10) business days prior to, the Election DeadlineForm.

Election Procedures. Each holder of record of shares of Company Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election with respect to the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 An election form and other appropriate and customary transmittal materials (herein called an “Election”) (i) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Share Election and (ii) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to the Company (the “Form of Election”) which shall be mailed to record holders of Company Common Stock so as to permit those holders to exercise their right to make an Election prior to the Election Deadline. (c) Parent shall make the Form of Election initially available not less than twenty (20) business days prior to the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. The Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of such Certificates to a bank or trust company selected designated by Parent Buyer and reasonably acceptable satisfactory to the Company (the “Exchange Agent”), pursuant to an agreement ) in such form as Company and Buyer shall mutually agree (the “Exchange Agent AgreementElection Form”), shall be mailed no more than forty (40) entered into and no less than twenty (20) Business Days prior to the mailing anticipated Election Deadline (the “Mailing Date”) to each holder of record of Company Common Stock. Each Election Form shall permit the holder of record of Company Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to (i) elect to receive the Cash Consideration for all or a portion of such holder’s shares (a “Cash Election”), (ii) elect to receive the Stock Consideration for all or a portion of such holder’s shares (a “Stock Election”), or (iii) make no election with respect to the receipt of the Form Cash Consideration or the Stock Consideration (a “Non-Election”); provided that, subject to Section 2.04(d), seventy percent (70%) of Election the total number of shares of Company Common Stock issued and outstanding immediately prior to Company stockholdersthe Effective Time, excluding any treasury stock and shares described in Section 2.01(b)(ii) (the “Stock Conversion Number”), shall have received, by be converted into the Stock Consideration and thirty percent (30%) of such shares of Company Common Stock shall be converted into the Cash Consideration in accordance with the allocation procedures set forth in Section 2.04(c). A record holder acting in different capacities or acting on behalf of other Persons in any way will be entitled to submit an Election Deadline, Form for each capacity in which such record holder so acts with respect to each Person for which it so acts. Shares of Company Common Stock as to which a Cash Election has been made are referred to herein as “Cash Election Shares.” Shares of Company Common Stock as to which a Stock Election has been made are referred to herein as “Stock Election Shares.” Shares of Company Common Stock as to which no election has been made (or as to which an Election Form of Election is not properly completed and signed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Company Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.” (b) To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City time, on a date no later than the 5th Business Day prior to the Closing Date to be mutually agreed upon by the parties (which date shall be publicly announced by Buyer as soon as practicable prior to such date) (the “Election Deadline”), accompanied by Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) Certificates as to which such Election Form of Election relates is being made or by an appropriate customary guarantee of delivery of such certificatesCertificates, as set forth in such Form of Electionthe Election Form, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, States (provided that such Company Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure ; failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Electionelection, unless otherwise determined by ParentBuyer, in its sole discretion). As used hereinFor shares of Company Common Stock held in book entry form, unless otherwise agreed Buyer shall establish procedures for delivery of such shares, which procedures shall be reasonably acceptable to Company. If a holder of Company Common Stock either (i) does not submit a properly completed Election Form in advance by a timely fashion or (ii) revokes the parties, “holder’s Election Form prior to the Election Deadline (without later submitting a properly completed Election Form prior to the Election Deadline” means 5:00 p.m. local time (), the shares of Company Common Stock held by such holder shall be designated Non-Election Shares. In addition, all Election Forms shall automatically be revoked, and all Certificates returned, if the Exchange Agent is notified in writing by Buyer and Company that this Agreement has been terminated. Subject to the city terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in which the principal office any Election Form, and any good faith decisions of the Exchange Agent is locatedregarding such matters shall be binding and conclusive. Neither Buyer nor the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. (c) on The allocation among the date that Parent holders of shares of Company Common Stock of rights to receive the Cash Consideration and the Company Stock Consideration will be made as follows: (i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall agree is as near as practicable be converted into the right to five (5) business days prior receive the Cash Consideration, and, subject to Section 2.03 hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the expected Closing Date. Parent product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the Company denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; (ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall cooperate be converted into the right to issue receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.03 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a press release reasonably satisfactory fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 2.03 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration. (d) It is intended that each of them announcing the Merger and the Bank Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” as that term is used in Sections 354 and 361 of the Code. From and after the date of this Agreement and until the Election Deadline Closing, each party hereto shall use its reasonable best efforts to cause the Merger to qualify as a reorganization under Section 368(a) of the Code. If the tax opinions referred to in Section 6.01(e) cannot more than twenty be rendered (20as reasonably determined by ▇▇▇▇▇▇, Hall & ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, respectively) business days beforeas a result of the Merger potentially failing to qualify as a reorganization under Section 368(a) of the Code, and at least ten (10) business days prior tothen Buyer may, in its sole discretion, increase the Election Deadlinenumber of shares of Company Common Stock entitled to receive the Stock Consideration by the minimum amount necessary to enable such tax opinions to be rendered.

Election Procedures. Each holder of record of shares of Company Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election with respect to the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 An election form and other appropriate and customary transmittal materials (herein called an “Election”) (i) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Share Election and (ii) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to the Company (the “Form of Election”) which shall be mailed to record holders of Company Common Stock so as to permit those holders to exercise their right to make an Election prior to the Election Deadline. (c) Parent shall make the Form of Election initially available not less than twenty (20) business days prior to the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. The Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of such Certificates to a bank or trust company selected designated by Parent Buyer and reasonably acceptable satisfactory to the Company (the “Exchange Agent”), pursuant to an agreement ) in such form as Company and Buyer shall mutually agree (the “Exchange Agent AgreementElection Form”), shall be mailed no more than forty (40) entered into and no less than twenty (20) Business Days prior to the mailing anticipated Election Deadline (the “Mailing Date”) to each holder of record of Company Common Stock. Each Election Form shall permit the holder of record of Company Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to (i) elect to receive the Cash Consideration for all or a portion of such holder’s shares (a “Cash Election”), (ii) elect to receive the Stock Consideration for all or a portion of such holder’s shares (a “Stock Election”), or (iii) make no election with respect to the receipt of the Form Cash Consideration or the Stock Consideration (a “Non-Election”); provided that, subject to Section 2.04(d), sixty percent (60%) of Election the total number of shares of Company Common Stock issued and outstanding immediately prior to Company stockholdersthe Effective Time, excluding any treasury stock and shares described in Section 2.01(b)(ii) (the “Stock Conversion Number”), shall have received, by be converted into the Stock Consideration and forty percent (40%) of such shares of Company Common Stock shall be converted into the Cash Consideration in accordance with the allocation procedures set forth in Section 2.04(c). A record holder acting in different capacities or acting on behalf of other Persons in any way will be entitled to submit an Election Deadline, Form for each capacity in which such record holder so acts with respect to each Person for which it so acts. Shares of Company Common Stock as to which a Cash Election has been made are referred to herein as “Cash Election Shares.” Shares of Company Common Stock as to which a Stock Election has been made are referred to herein as “Stock Election Shares.” Shares of Company Common Stock as to which no election has been made (or as to which an Election Form of Election is not properly completed and signed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Company Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.” (b) To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City time, on a date no later than the 5th Business Day prior to the Closing Date to be mutually agreed upon by the parties (which date shall be publicly announced by Buyer as soon as practicable prior to such date) (the “Election Deadline”), accompanied by Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) Certificates as to which such Election Form of Election relates is being made or by an appropriate customary guarantee of delivery of such certificatesCertificates, as set forth in such Form of Electionthe Election Form, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, States (provided that such Company Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure ; failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Electionelection, unless otherwise determined by ParentBuyer, in its sole discretion). As used hereinFor shares of Company Common Stock held in book entry form, unless otherwise agreed Buyer shall establish procedures for delivery of such shares, which procedures shall be reasonably acceptable to Company. If a holder of Company Common Stock either (i) does not submit a properly completed Election Form in advance by a timely fashion or (ii) revokes the parties, “holder’s Election Form prior to the Election Deadline (without later submitting a properly completed Election Form prior to the Election Deadline” means 5:00 p.m. local time (), the shares of Company Common Stock held by such holder shall be designated Non-Election Shares. In addition, all Election Forms shall automatically be revoked, and all Certificates returned, if the Exchange Agent is notified in writing by Buyer and Company that this Agreement has been terminated. Subject to the city terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in which the principal office any Election Form, and any good faith decisions of the Exchange Agent is locatedregarding such matters shall be binding and conclusive. Neither Buyer nor the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. (c) on The allocation among the date that Parent holders of shares of Company Common Stock of rights to receive the Cash Consideration and the Company Stock Consideration will be made as follows: (i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall agree is as near as practicable be converted into the right to five (5) business days prior receive the Cash Consideration, and, subject to Section 2.03 hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the expected Closing Date. Parent product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the Company denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; (ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall cooperate be converted into the right to issue receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.03 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a press release reasonably satisfactory fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 2.03 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration. (d) It is intended that each of them announcing the Merger and the Bank Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” as that term is used in Sections 354 and 361 of the Code. From and after the date of this Agreement and until the Election Deadline Closing, each party hereto shall use its reasonable best efforts to cause the Merger and the Bank Merger each to qualify as a reorganization under Section 368(a) of the Code and shall refrain from taking any action that reasonably could be expected to cause the Merger and the Bank Merger each to fail to qualify as such a reorganization. If the tax opinions referred to in Section 6.01(e) cannot more than twenty be rendered (20as reasonably determined by ▇▇▇ ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, respectively) business days beforeas a result of the Merger potentially failing to qualify as a reorganization under Section 368(a) of the Code, and at least ten (10) business days prior tothen Buyer may, in its sole discretion, increase the Election Deadlinenumber of shares of Company Common Stock entitled to receive the Stock Consideration by the minimum amount necessary to enable such tax opinions to be rendered.

Election Procedures. Each holder of record of shares of Company Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election with respect to the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (i) HNC and East Penn Financial shall cause the number Exchange Agent to mail an election form and other appropriate and customary transmittal materials, which shall specify that delivery shall be effected, and risk of shares loss and title to the certificates theretofore representing East Penn Financial Shares shall pass, only upon proper delivery of Company Virginia Sub such certificates to the Exchange Agent in such form as HNC and East Penn Financial shall mutually agree (an “Election Form”) to holders of East Penn Financial Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Share Election and East Penn Financial Options not more than forty (ii40) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to the Company (the “Form of Election”) which shall be mailed to record holders of Company Common Stock so as to permit those holders to exercise their right to make an Election prior to the Election Deadline. (c) Parent shall make the Form of Election initially available Business Days and not less than twenty (20) business days Business Days prior to a date and time (the “Election Deadline”) that shall be mutually agreeable to HNC and East Penn Financial, but in any event not less than six (6) Business Days prior to the anticipated Election Deadline Closing Date, and shall be designated in the Election Form as the deadline for delivery of such holders’ elections. Each Election Form shall permit the holder (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to make a Stock Election, a Cash Election or a Mixed Election. The East Penn Financial Shares for which the holder has duly made a Mixed Election shall be entitled to receive that respective proportion of Stock Consideration and Cash Consideration as shall be determined pursuant to the allocation rules set forth in Section 2.4(e), and shall be deemed to hold Stock Election Shares and Cash Election Shares in corresponding amounts. (ii) The Exchange Agent shall use all reasonable efforts to make the Election Form available as promptly as possible a Form to all persons who become holders of Election to any stockholder of East Penn Financial Common Stock during the Company who requests such Form of Election following period between the initial record date for the mailing of the Forms of Election Form (the “Record Date”) and prior to the Election Deadline. The Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election holder's election shall have been properly made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have receivedreceived at its designated office, by the Election Deadline, a Form of Election properly completed and signed and Election Form accompanied by Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) East Penn Financial Certificates to which such Election Form of Election relates relates, in form acceptable for transfer (or by an appropriate customary guarantee of delivery of such certificates, East Penn Financial Certificates as set forth in such Election Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company firm which is an "eligible guarantor institution" (as defined in Rule 17Ad-15 under the United States; provided, Exchange Act) provided that such Company East Penn Financial Certificates are in fact delivered to the Exchange Agent by the time required set forth in such guarantee of delivery. Failure ). (iii) If, as to deliver shares of Company any East Penn Financial Common Stock covered by such Stock, the holder either: (i) does not submit a guarantee of delivery within properly completed Election Form before the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time ; (in the city in which the principal office of the Exchange Agent is locatedii) on the date that Parent and the Company shall agree is as near as practicable to five (5) business days revokes an Election Form prior to the expected Closing Date. Parent and the Company shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline and does not more than twenty (20) business days before, and at least ten (10) business days resubmit a properly completed Election Form prior to, to the Election Deadline; or (iii) fails to perfect his, her or its dissenters' rights pursuant to subsection 2.7 of this Agreement, those shares of East Penn Financial Common Stock shall be designated "No-Election Shares." Nominee record holders who hold East Penn Financial Common Stock on behalf of multiple beneficial owners shall be required to indicate how many of the shares held by them are Stock Election Shares, Cash Election Shares and No-Election Shares, and how many shares held by them are subject to a Mixed Election.

Election Procedures. Each holder (i) All elections contemplated by Section 2.5(a) shall be made on a form designed for that purpose prepared by FMS and reasonably acceptable to Bancorp (an “Election Form”). Holders of record of shares of Company FMS Common Stock stock who hold such shares as nominees, trustees or in other representative capacities (“HolderRepresentatives”) shall have the rightmay submit multiple Election Forms, subject to the limitations set forth in this Article III, to submit an election with respect to provided that such Representative certifies that each such Election Form covers all the shares of Company Virginia Sub FMS Common Stock to be received held by each such holder in the Reincorporation Merger in accordance with the following procedures:Representative for a particular beneficial owner. (aii) Each Holder may specify in a request made in accordance with The Election Form shall be mailed on the provisions same date as the date on which the Proxy Statement is mailed to all holders of this Section 3.1 (herein called an “Election”) (i) the number record of shares of Company Virginia Sub FMS Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect record date of the FMS Meeting. Thereafter FMS and Bancorp shall each use its reasonable and diligent efforts to which such Holder desires mail the Election Form to make a Share Election and (ii) the number all persons who become record holders of shares of Company Virginia Sub FMS Common Stock to be owned by such Holder as a result of during the Reincorporation Merger with respect to which such Holder desires to make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to period between the Company (record date for the “Form of Election”) which shall be mailed to record holders of Company Common Stock so as to permit those holders to exercise their right to make an Election prior to the Election Deadline. (c) Parent shall make the Form of Election initially available not less than twenty (20) business days prior to the anticipated Election Deadline Stockholders’ Meeting and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. The Form of Election shall contain instructions for effecting the surrender of Company Certificates (which5:00 p.m., following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSsEastern Time, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Company Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date that Parent and the Company shall agree is as near as practicable to day five (5) business days prior to the expected Closing Date. Parent and the Company shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the FMS Meeting. In order to be effective, an Election Deadline not more than twenty Form must be received by the Exchange Agent (20) as defined below), on or before 5:00 p.m., Eastern Time, on the business days before, and at least ten day prior to the FMS Meeting (10) business days prior to, the “Election Deadline”). An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates theretofore representing FMS Common Stock (“Certificate(s)”) (or customary affidavits and, if required by Bancorp pursuant to Section 2.6(a), indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of FMS Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. Subject to the terms of this Agreement and the Election Form, the Exchange Agent shall have reasonable discretion to determine wither any election has been properly or timely made and to disregard immaterial defects in any Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. All elections will be revocable unit the Election Deadline and thereafter shall be irrevocable. (iii) Each Election Form shall entitle the holder of shares of FMS Common Stock (or the beneficial owner through appropriate and customary documentation and instructions) to (i) elect to receive the Cash Consideration for all of such holder’s shares (a “Cash Election”); (ii) elect to receive the Stock Consideration for all of such holder’s shares (a “Stock Election”), (iii) elect to receive the Cash Consideration with respect to some of such holder’s shares and the Stock Consideration with respect to such holder’s remaining shares (a “Mixed Election”), or (iv) make no election or indicate that such holder has no preference as to the receipt of the Cash Consideration or the Stock Consideration (a “Non-Election”). Shares of FMS Common Stock as to which a valid Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as “Cash Election Shares.” The aggregate number of shares of FMS Common Stock as to which a valid Cash Election is made is referred to herein as the “Cash Election Number.” Shares of FMS Common Stock as to which a valid Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” The aggregate number of shares of FMS Common Stock as to which a valid Stock Election is made is referred to herein as the “Stock Election Number.” Shares of FMS Common Stock as to which a Non-Election is deemed in effect are referred to as “Non-Election Shares.” All shares of FMS Common Stock of a holder whose properly completed Election Form is not received by the Exchange Agent prior to the Election Deadline shall be deemed to be Non-Election Shares. If the Exchange Agent shall have determined that any purported election was not properly made, such purported election shall be deemed to be of no force and effect and the shares of FMS Common Stock subject to such purported election shall for purposes hereof be deemed to be Non-Election Shares.

Election Procedures. Each holder (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of record of loss and title to the certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent (as defined below)) in such form as Parent and the Company shall mutually agree (the “HolderElection Form”) shall have the right, subject be mailed 35 days prior to the limitations set forth in this Article III, anticipated Effective Date or on such other date as the Company and Parent shall mutually agree (the “Mailing Date”) to submit an election with respect each holder of record of Company Common Stock as of the close of business on the fifth business day prior to the shares of Company Virginia Sub Common Stock to be received by such holder in Mailing Date (the Reincorporation Merger in accordance with the following procedures:“Election Form Record Date”). (ab) Each Holder may Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (i) the number of shares of such holder’s Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires holder elects to make a receive the Per Share Stock Consideration (“Stock Election and Shares”), (ii) the number of shares of such holder’s Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires holder elects to make a receive the Per Share Cash Election. Consideration (b“Cash Election Shares”), or (iii) that such holder makes no election with respect to such holder’s Company Common Stock (“No Election Shares”). Any Company Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., on the 33rd day following the Mailing Date (or such other time and date as Parent shall prepare a form reasonably acceptable to and the Company may mutually agree) (the “Form of ElectionElection Deadline”) which shall also be mailed deemed to record holders of Company Common Stock so as to permit those holders to exercise their right to make an be “No Election prior to the Election DeadlineShares.” (c) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Company Common Stock between the Election Form Record Date and the close of Election initially available not less than twenty (20) business days prior to on the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and business day prior to the Election Deadline. The Form of Election , and the Company shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject provide to the proviso Exchange Agent all information reasonably necessary for it to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSsperform as specified herein. (d) Any Election such election shall have been properly made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have received, actually received a properly completed Election Form by the Election Deadline, a . An Election Form of Election shall be deemed properly completed and signed and only if accompanied by Company Certificate(s) one or more certificates (which, following or customary affidavits and indemnification regarding the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which loss or destruction of such Form of Election relates certificates or by an appropriate customary guarantee of the guaranteed delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Company Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver ) representing all shares of Company Common Stock covered by such a guarantee of delivery within Election Form, together with duly executed transmittal materials included in the time set forth on such guarantee shall Election Form. Any Election Form may be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, unless otherwise agreed in advance revoked or changed by the parties, “person submitting such Election Form at or prior to the Election Deadline” means 5:00 p.m. local time (. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company Common Stock represented by such Election Form shall become No Election Shares and Parent shall cause the certificates representing such Company Common Stock to be promptly returned without charge to the Person submitting the Election Form upon written request to that effect from the holder who submitted the Election Form. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the city in which the principal office Election Forms, and any good faith decisions of the Exchange Agent is locatedsuch matters shall be binding and conclusive. Neither Parent nor the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form. (e) on the date that Parent and the Company shall agree is as near as practicable to five (5) Within ten business days prior to the expected Closing Date. Parent and the Company shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than twenty (20) business days before, and at least ten (10) business days prior to, after the Election Deadline., unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, Parent shall cause the Exchange Agent to effect the allocation among the holders of Company Common Stock of rights to receive Parent Common Stock or cash in the Merger in accordance with the Election Forms as follows:

Election Procedures. Each (a) An election form and other appropriate and customary transmittal materials in such form as M&T and ▇▇▇▇▇▇ shall mutually agree (the “Election Form”) shall be mailed 35 days prior to the anticipated Closing Date or on such other date as M&T and ▇▇▇▇▇▇ shall mutually agree (the “Mailing Date”) to each holder of record of shares of Company ▇▇▇▇▇▇ Common Stock (“Holder”) shall have as of the right, subject close of business on the fifth Business Day prior to the limitations set forth in this Article III, to submit an election with respect to Mailing Date (the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger in accordance with the following procedures:“Election Form Record Date”). (ab) Each Holder may Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (iA) the number of shares of Company Virginia Sub such holder’s ▇▇▇▇▇▇ Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires holder elects to make a receive the Per Share Stock Consideration (“Stock Election and Shares”), (iiB) the number of shares of Company Virginia Sub such holder’s ▇▇▇▇▇▇ Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires holder elects to make a receive the Per Share Cash ElectionConsideration (“Cash Election Shares”) or (C) that such holder makes no election with respect to such holder’s ▇▇▇▇▇▇ Common Stock (“No Election Shares”). Any Hudson Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York City time, on the 30th day following the Mailing Date (or such other time and date as M&T and ▇▇▇▇▇▇ may mutually agree) (the “Election Deadline”) shall also be deemed to be No Election Shares. Notwithstanding anything contained herein to the contrary, any election that may be made with respect to any share to be cancelled pursuant to Section 2.1(a) with respect of the ESOP indebtedness shall be disregarded for purposes of Section 2.3(f). (bc) Parent M&T shall prepare make available one or more Election Forms as may reasonably be requested from time to time by any person who becomes a form reasonably acceptable to the Company holder (the “Form or beneficial owner) of Election”) which shall be mailed to record holders of Company ▇▇▇▇▇▇ Common Stock so as to permit those holders to exercise their right to make an between the Election Form Record Date and the close of business on the Business Day prior to the Election Deadline, and ▇▇▇▇▇▇ shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (cd) Parent Any such election shall make have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Old Certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of ▇▇▇▇▇▇ Common Stock covered by such Election initially available not less than twenty (20) business days prior to Form, together with duly executed transmittal materials included in the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form. Any Election Form of may be revoked or changed by the person submitting such Election to any stockholder of Form only by written notice received by the Company who requests such Form of Election following the initial mailing of the Forms of Election and Exchange Agent prior to the Election Deadline. The In the event an Election Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into is revoked prior to the mailing of Election Deadline, unless a subsequent properly completed Election Form is submitted and actually received by the Form of Election to Company stockholders, shall have received, Exchange Agent by the Election Deadline, a the shares of ▇▇▇▇▇▇ Common Stock represented by such Election Form shall become No Election Shares and M&T shall cause the Old Certificates to be promptly returned without charge to the person submitting the Election Form upon written request to that effect from the holder who submitted the Election Form. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly completed or timely made and signed to disregard immaterial defects in the Election Forms, and accompanied by Company Certificate(sany good faith decisions of M&T regarding such matters shall be binding and conclusive. Neither M&T nor the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form. (e) Notwithstanding any other provision contained in this Agreement, the total number of shares of ▇▇▇▇▇▇ Common Stock that will be converted into the right to receive the Per Share Cash Consideration pursuant to Section 2.1 (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificatesfor this purpose, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Company Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Electioninclude the Dissenting Shares) shall equal the sum of (i) 204,338,066 shares of ▇▇▇▇▇▇ Common Stock and (ii) the product of (A) 40% and (B) the number of shares of ▇▇▇▇▇▇ Common Stock that are issued, unless otherwise determined by Parentfrom and after the date hereof and prior to the Effective Time, in its sole discretion. As used hereinpursuant to the exercise of ▇▇▇▇▇▇ Stock Options and ▇▇▇▇▇▇ Other Stock Awards outstanding as of the date hereof (such number of shares of ▇▇▇▇▇▇ Common Stock, unless otherwise agreed in advance by the parties“Target Cash Conversion Amount”). (f) Within 10 Business Days after the Effective Time, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of M&T shall cause the Exchange Agent is located) on to effect the date that Parent and allocation among the Company shall agree is as near as practicable holders of ▇▇▇▇▇▇ Common Stock of rights to five (5) business days prior to receive M&T Common Stock or cash in the expected Closing Date. Parent and the Company shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of Merger in accordance with the Election Deadline not more than twenty (20) business days before, and at least ten (10) business days prior to, the Election Deadline.Forms as follows:

Election Procedures. Each (a) Subject to the proration and redesignation procedures set forth in Section 1.10, each holder of record of shares of Company Common Stock (excluding Dissenting Shares) will be entitled to elect to receive for each such share the Cash Consideration or the Parent Stock Consideration. All such elections shall be made on an election form designed for that purpose in such form as Parent and the Company mutually agree (an “HolderElection Form”). Holders of record of shares of Company Common Stock who hold such shares as nominees, trustees or in other representative capacities (“Share Representatives”) shall have the rightmay submit multiple Election Forms, subject to the limitations set forth in this Article III, to submit an election with respect to provided that such Share Representative certifies that each such Election Form covers all the shares of Company Virginia Sub Common Stock held by each such Share Representative for a particular beneficial owner. (b) The maximum number of shares of Company Common Stock to be received by converted into the right to receive Cash Consideration for such holder in the Reincorporation Merger in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions shares, consisting of this Section 3.1 (herein called those shares subject to Cash Elections, shall be an “Election”) (i) amount equal to twenty-five percent of the number of shares of Company Virginia Sub Common Stock outstanding immediately prior to the Effective Time (excluding Dissenting Shares) (the “Maximum Cash Election Number”). The maximum number of shares of Company Common Stock to be owned by converted into the right to receive Parent Stock Consideration for such Holder as a result shares, consisting of the Reincorporation Merger with respect those shares subject to which such Holder desires Stock Elections, shall be an amount equal to make a Share Election and (ii) seventy-five percent of the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Cash Election. (b) Parent shall prepare a form reasonably acceptable outstanding immediately prior to the Company Effective Time (the “Form of ElectionMaximum Stock Election Number”) which shall be mailed to record holders of Company Common Stock so as to permit those holders to exercise their right to make an Election prior to the Election Deadline). (c) The Election Form shall be mailed with the Joint Proxy Statement to all holders of record of shares of Company Common Stock as of the record date of the Company Stockholders Meeting. Thereafter, the Company and Parent shall each use its reasonable and diligent efforts to mail or make available the Election Form to all persons who become holders of shares of Company Common Stock during the period between the record date for the Company Stockholders Meeting and the Election initially available not less than twenty (20) business days Deadline, and Parent shall provide the Exchange Agent with all information necessary for it to perform as specified herein. To be effective, an Election Form must be properly completed and received by the Exchange Agent on or before 5:00 p.m., Chicago Time, on the fifth Business Day prior to the anticipated Effective Time (the “Election Deadline and shall use all reasonable efforts Deadline”). Any Election Form may be revoked or modified by the person submitting such Election Form to make available as promptly as possible a Form the Exchange Agent by written notice to the Exchange Agent only if such notice of Election to any stockholder of revocation or modification is actually received by the Company who requests such Form of Election following the initial mailing of the Forms of Election and Exchange Agent at or prior to the Election Deadline. The Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject Subject to the proviso terms of this Agreement and the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or modification has been properly or timely made and to disregard immaterial defects in any Election Form, and any good faith decisions of the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSsExchange Agent regarding such matters shall be binding and conclusive. (d) Any Election shall have been made properly only if Form received by the person authorized to receive Elections and to act as exchange agent under this Agreement, which person Exchange Agent after the Election Deadline shall be deemed to be a bank or trust company selected by Parent Stock Election and reasonably acceptable to the any holder of Company (the “Exchange Agent”), pursuant to Common Stock not returning an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the effective Election Form of Election to Company stockholders, shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Company Certificates are in fact delivered to the Exchange Agent by prior to the time required in Election Deadline (including any holder of Dissenting Shares who has not returned an effective Election Form prior to the Election Deadline) shall be deemed to have made a Stock Election. In addition, if the Exchange Agent shall have determined that any purported Stock Election or Cash Election was not properly made, such guarantee purported Stock Election or Cash Election shall be deemed to be of delivery. Failure to deliver no force and effect and the holder of shares of Company Common Stock covered by making such a guarantee of delivery within the time set forth on such guarantee purported Stock Election or Cash Election shall for all purposes hereof be deemed to invalidate any otherwise properly have made a Stock Election, unless otherwise determined by Parent, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date that Parent and the Company shall agree is as near as practicable to five (5) business days prior to the expected Closing Date. Parent and the Company shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than twenty (20) business days before, and at least ten (10) business days prior to, the Election Deadline.

Election Procedures. Each (i) An election form and other appropriate and customary transmittal materials in such form as Galaxy and Mars shall mutually agree (the “Election Form”) shall be mailed, together with appropriate transmittal materials, at the time of mailing to holders of record of Galaxy Common Stock of the Joint Proxy Statement/Prospectus in connection with the Galaxy Meeting (the “Mailing Date”) to each holder of record of shares of Company Galaxy Common Stock (“Holder”) shall have as of the right, subject close of the fifth Business Day prior to the limitations set forth in this Article III, to submit an election with respect to Mailing Date (the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger in accordance with the following procedures:“Election Form Record Date”). (aii) Each Holder may Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (iA) the number of shares of Company Virginia Sub such holder’s Galaxy Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires holder elects to make a receive the Per Share Stock Consideration (the “Stock Election and Shares”), (iiB) the number of shares of Company Virginia Sub such holder’s Galaxy Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires holder elects to make a receive the Per Share Cash ElectionConsideration (the “Cash Election Shares”) or (C) that such holder makes no election with respect to such holder’s Galaxy Common Stock (the “No Election Shares”). Any Galaxy Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., on the Business Day immediately prior to the day of the Galaxy Meeting (the “Election Deadline”) shall be deemed to be No Election Shares. (biii) Parent Mars shall prepare make available one or more Election Forms as may reasonably be requested from time to time by any person who becomes a form reasonably acceptable to the Company holder (the “Form or beneficial owner) of Election”) which shall be mailed to record holders of Company Galaxy Common Stock so as to permit those holders to exercise their right to make an between the Election Form Record Date and the close of business on the day prior to the Election Deadline, and Galaxy shall provide the Exchange Agent all information reasonably necessary for it to perform as specified herein. (civ) Parent Any such election shall make have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the destruction of such Certificates or the guaranteed delivery of such Certificates and, if required by the Exchange Agent, the posting by the holder of such Certificate of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate) representing all shares of Galaxy Common Stock covered by such Election initially available not less than twenty (20) business days prior to Form, together with duly executed transmittal materials included in the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form. Any Election Form of may be revoked or changed by the person submitting such Election to any stockholder of Form, only by written notice received by the Company who requests such Form of Election following the initial mailing of the Forms of Election and Exchange Agent prior to the Election Deadline. The In the event an Election Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into is revoked prior to the mailing of Election Deadline, unless a subsequent properly completed Election Form is submitted and actually received by the Form of Election to Company stockholders, shall have received, Exchange Agent by the Election Deadline, a the shares of Galaxy Common Stock represented by such Election Form shall become No Election Shares and Mars shall cause the Certificates to be promptly returned without charge to the person submitting the Election Form upon written request to that effect from the holder who submitted the Election Form. Subject to the terms of this Agreement and of the Election properly completed and signed and accompanied by Company Certificate(s) (whichForm, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Company Certificates are in fact delivered to the Exchange Agent by shall have reasonable discretion in consultation with Mars to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the time required in Election Forms, and any good faith decision of Mars regarding such guarantee of delivery. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee matters shall be deemed to invalidate any otherwise properly made Electionbinding and conclusive. Neither Holdco, unless otherwise determined by ParentMars, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of Galaxy nor the Exchange Agent is locatedshall be under any obligation to notify any person of any defect in an Election Form. (v) on the date that Parent and the Company shall agree is as near As soon as practicable after the Effective Time, Mars shall instruct the Exchange Agent to five (5) business days prior effect the allocation among the holders of Galaxy Common Stock of rights to receive Holdco Common Stock or cash in the expected Closing Date. Parent and the Company shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of Galaxy Merger in accordance with the Election Deadline not more than twenty (20) business days before, and at least ten (10) business days prior to, the Election Deadline.Forms as follows:

Election Procedures. Each holder (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of record of loss and title to the certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Certificates to the Exchange Agent) in such form as ETP shall reasonably specify and as shall be reasonably acceptable to the Company (the “HolderElection Form”) shall have the right, subject be mailed no less than thirty (30) days prior to the limitations set forth in this Article III, anticipated Closing Date or on such other date as ETP and the Company shall mutually agree (the “Mailing Date”) to submit an election with respect each holder of record of Company Common Stock as of the close of business on the fifth business day prior to the shares of Company Virginia Sub Common Stock to be received by such holder in Mailing Date (the Reincorporation Merger in accordance with the following procedures:“Election Form Record Date”). (ab) Each Holder may Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (i) the number of shares of such holder’s Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make holder makes a Share Election and Mixed Election; (ii) the number of shares of such holder’s Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make holder makes a Cash Election; and (iii) the number of shares of such holder’s Company Common Stock with respect to which such holder makes a Common Unit Election. Any Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the twentieth (20th) day following the Mailing Date (or such other time and date as ETP and the Company shall agree) (the “Election Deadline”) (other than Cancelled Shares and Subsidiary Shares) shall be deemed to be “No Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares. (bc) Parent ETP shall prepare a form make available one or more Election Forms as may reasonably acceptable be requested from time to the Company time by all persons who become holders (the “Form of Election”or beneficial owners) which shall be mailed to record holders of Company Common Stock so as to permit those holders to exercise their right to make an between the Election Form Record Date and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (cd) Parent Any election shall make have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form of by the Election initially available not less than twenty (20) business days prior to the anticipated Deadline. After a Mixed Election, Cash Election Deadline and shall use all reasonable efforts to make available as promptly as possible or a Form of Common Unit Election is validly made with respect to any stockholder shares of Company Common Stock, any subsequent transfer of such shares of Company Common Stock shall automatically revoke such election. Any Election Form may be revoked or changed by the Company who requests person submitting such Form of Election following Form, by written notice received by the initial mailing of the Forms of Election and Exchange Agent prior to the Election Deadline. The In the event an Election Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into is revoked prior to the mailing of the Form of Election to Company stockholders, shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Company Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Common Stock covered represented by such Election Form shall become No Election Shares, except to the extent a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise subsequent election is properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, unless otherwise agreed in advance by with respect to any or all of such shares of Company Common Stock prior to the parties, “Election Deadline” means 5:00 p.m. local time (. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the city in which the principal office Election Forms, and any good-faith decisions of the Exchange Agent is located) on the date that Parent regarding such matters shall be binding and conclusive. None of ETP, the Company or the Exchange Agent shall agree is as near as practicable be under any obligation to five (5) business days prior to the expected Closing Date. Parent and the Company shall cooperate to issue a press release reasonably satisfactory to each notify any person of them announcing the date of the any defect in an Election Deadline not more than twenty (20) business days before, and at least ten (10) business days prior to, the Election DeadlineForm.

Election Procedures. Each holder (i) All elections contemplated by Section 1.5(a) shall be made on a form designed for that purpose prepared by the Company and reasonably acceptable to Purchaser (an "Election Form"). Holders of record of shares of Company Common Stock who hold such shares as nominees, trustees or in other representative capacities (“Holder”"Representatives") shall have the rightmay submit multiple Election Forms, subject to the limitations set forth in this Article III, to submit an election with respect to the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (i) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Share Election and (ii) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to the Company (the “Form of Election”) which shall be mailed to record holders of Company Common Stock so as to permit those holders to exercise their right to make an Election prior to the Election Deadline. (c) Parent shall make the Form of Election initially available not less than twenty (20) business days prior to the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. The Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, provided that such Company Certificates are in fact delivered to Representative certifies that each such Election Form covers all the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Common Stock covered held by each such Representative for a guarantee of delivery within the time set forth on such guarantee particular beneficial owner. (ii) The Election Form shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, unless otherwise agreed in advance by mailed on the parties, “Election Deadline” means 5:00 p.m. local time (in same date as the city in date on which the principal office Proxy Statement is mailed to all holders of record of shares of Company Common Stock as of the Exchange Agent is locatedrecord date of the Stockholders' Meeting (as defined below). Thereafter the Company and Purchaser shall each use its reasonable and diligent efforts to (i) mail the Election Form to all persons who become record holders of shares of Company Common Stock during the period between the record date for the Stockholders' Meeting and 5:00 p.m., Chicago Time, on the date that Parent and the Company shall agree is as near as practicable to day five (5) business days prior to the expected Closing Date. Parent and the Company shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Stockholders' Meeting and (ii) make the Election Deadline not more Form available to all persons who become holders of shares of Company Common Stock subsequent to such day and no later than twenty the close of business on the day prior to the Stockholders' Meeting. In order to be effective, an Election Form must be received by the Exchange Agent (20) as defined below), on or before 5:00 p.m., Chicago Time, on the business days before, and at least ten day prior to the Stockholders' Meeting (10) business days prior to, the "Election Deadline"). An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates theretofore representing Company Common Stock ("Certificate(s)") (or customary affidavits and, if required by Purchaser pursuant to Section 1.6(a), indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. Subject to the terms of this Agreement and the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election has been properly or timely made and to disregard immaterial defects in any Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. All elections will be revocable until the Election Deadline and thereafter shall be irrevocable. (iii) Each Election Form shall entitle the holder of shares of Company Common Stock (or the beneficial owner through appropriate and customary documentation and instructions) to (i) elect to receive the Cash Consideration for all of such holder's shares (a "Cash Election"), (ii) elect to receive the Stock Consideration for all of such holder's shares (a "Stock Election"), (iii) elect to receive the Cash Consideration with respect to some of such holder's shares and the Stock Consideration with respect to such holder's remaining shares (a "Mixed Election"), or (iv) make no election or indicate that such holder has no preference as to the receipt of the Cash Consideration or the Stock Consideration (a "Non-Election"). Shares of Company Common Stock as to which a valid Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as "Cash Election Shares." The aggregate number of shares of Company Common Stock as to which a valid Cash Election is made is referred to herein as the "Cash Election Number." Shares of Company Common Stock as to which a valid Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as "Stock Election Shares." The aggregate number of shares of Company Common Stock as to which a valid Stock Election is made is referred to herein as the "Stock Election Number." Shares of Company Common Stock as to which a Non-Election is deemed in effect are referred to as "Non-Election Shares." All shares of Company Common Stock of a holder whose properly completed Election Form is not received by the Exchange Agent prior to the Election Deadline shall be deemed to be Non-Election Shares. If the Exchange Agent shall have determined that any purported election was not properly made, such purported election shall be deemed to be of no force and effect and the shares of Company Common Stock subject to such purported election shall for purposes hereof be deemed to be Non-Election Shares.

Election Procedures. Each holder of record of shares of Company Yardville Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this Article III3, to submit an election with respect to the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 3.2.1 (herein called an “Election”) (i) the number of shares of Company Virginia Sub Yardville Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Share Stock Election and (ii) the number of shares of Company Virginia Sub Yardville Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Cash Election. (b) Parent Acquirer shall prepare a form reasonably acceptable to the Company Yardville (the “Form of Election”) which shall be mailed to each holder of record holders of Company Common Stock Certificate(s) so as to permit those such holders to exercise their right to make an Election prior to the Election Deadline. (c) Parent Acquirer shall make the Form of Election initially available not less than twenty (20) business days prior to the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company Yardville who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. The Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company Yardville stockholders, shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) Certificates to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Company Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Yardville Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by ParentAcquirer, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date that Parent and the Company shall agree is as near as practicable to five (5) business days day prior to the expected Closing DateYardville Stockholders’ Meeting. Parent Yardville and the Company Acquirer shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than twenty fifteen (2015) business days before, and at least ten five (105) business days prior to, the Election Deadline. (e) Any Yardville stockholder may, at any time prior to the Election Deadline, change or revoke his or her Election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Form of Election. Subject to the terms of the Exchange Agent Agreement, if Acquirer shall determine in its reasonable discretion that any Election is not properly made with respect to any shares of Yardville Common Stock (neither Acquirer nor Yardville nor the Exchange Agent being under any duty to notify any stockholder of any such defect), such Election shall be deemed to be not in effect, and the shares of Yardville Common Stock covered by such Election shall, for purposes hereof, be deemed to be Non-Election Shares, unless a proper Election is thereafter timely made. (f) Any Yardville stockholder may, at any time prior to the Election Deadline, revoke his or her Election by written notice received by the Exchange Agent prior to the Election Deadline or by withdrawal prior to the Election Deadline of his or her Certificates, or of the guarantee of delivery of such Certificates, previously deposited with the Exchange Agent. All Elections shall be automatically deemed revoked upon receipt by the Exchange Agent of written notification from Acquirer or Yardville that this Agreement has been terminated in accordance with Article 11. (g) Subject to the terms of the Exchange Agent Agreement, Acquirer, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing (i) the validity of the Forms of Election and compliance by any Yardville stockholder with the Election procedures set forth herein, (ii) the manner and extent to which Elections are to be taken into account in making the determinations prescribed by Section 3.1.3, (iii) the issuance and delivery of certificates representing the whole number of shares of Acquirer Common Stock into which shares of Yardville Common Stock are converted in the Merger and (iv) the method of payment of cash for shares of Yardville Common Stock converted into the right to receive the Cash Consideration and cash in lieu of fractional shares of Acquirer Common Stock.

Election Procedures. Each holder of record of shares of Company NCF Common Stock (“"Holder”") shall have the right, subject to the limitations set forth in this Article IIIII, to submit an election with respect to the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 2.1 (herein called an “"Election”") (ix) the number of shares of Company Virginia Sub NCF Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Share Stock Election and (iiy) the number of shares of Company Virginia Sub NCF Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Cash Election. (b) Parent STI shall prepare a form reasonably acceptable to the Company NCF (the “"Form of Election”") which shall be mailed to record holders of Company Common Stock NCF's shareholders entitled to vote at the NCF Stockholders Meeting (as hereinafter defined) so as to permit those holders NCF's shareholders to exercise their right to make an Election prior to the Election Deadline. (c) Parent STI shall make the Form of Election initially available not less than twenty at the time that the Joint Proxy Statement (20as defined herein) business days prior is made available to the anticipated Election Deadline shareholders of NCF, to such shareholders, and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder shareholder of the Company NCF who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. The In no event shall the Form of Election shall contain instructions for effecting the surrender of Company Certificates be made available less than twenty (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock20) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject days prior to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSsElection Deadline. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected designated by Parent STI and reasonably acceptable to the Company NCF (the “"Exchange Agent”"), pursuant to an agreement (the “"Exchange Agent Agreement”") entered into prior to the mailing of the Form of Election to Company stockholdersNCF shareholders and reasonably acceptable to NCF, shall have received, by 5:00 p.m. local time in the city in which the principal office of such Exchange Agent is located, on the date of the Election Deadline, a Form of Election properly completed and signed and accompanied by Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) NCF Stock Certificates to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Company Certificates certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company NCF Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by ParentSTI, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “"Election Deadline” " means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date that Parent and is the Company shall agree is as near as practicable to five (5) business days day prior to the expected Closing Datedate of the NCF Stockholders Meeting. Parent NCF and the Company STI shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than twenty fifteen (2015) business days before, and at least ten five (105) business days prior to, the Election Deadline.

Election Procedures. Each holder of record of shares of Company Anchor Common Stock and Anchor Restricted Stock Awards to be converted into the right to receive the Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Sections 1.5(a) and 2.1 (a “Holder”) shall have the right, subject to the limitations set forth in this Article IIIII, to submit an election with respect to the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger in accordance with the following procedures: (a) Each Holder other than holders of Dissenting Shares may specify in a request made in accordance with the provisions of this Section 3.1 2.2 (herein called an “Election”) (i) the number of shares of Company Virginia Sub Anchor Common Stock to be owned by such Holder as a result of the Reincorporation Merger (or subject to such Anchor Restricted Stock Awards) with respect to which such Holder desires to make a Share Stock Election and (ii) the number of shares of Company Virginia Sub Anchor Common Stock to be owned by such Holder as a result of the Reincorporation Merger (or subject to such Anchor Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Parent Old National shall prepare a form reasonably acceptable to the Company Anchor, including appropriate and customary transmittal materials in such form as prepared by Old National and reasonably acceptable to Anchor (the “Form of Election”) which shall be mailed to record holders of Company Common Stock ), so as to permit those holders Holders to exercise their right to make an Election prior to the Election DeadlineElection. (c) Parent Old National (i) shall initially make available and mail the Form of Election initially available not less than twenty thirty (2030) business days prior to the anticipated Election Deadline to Holders of record as of the business day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder or holder of the Company Anchor Restricted Stock Awards who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. The Form of time period between such mailing date and the Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well Deadline is referred to herein as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs“Election Period”. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, Old National shall have received, by during the Election DeadlinePeriod, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificatesOld Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Company Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent Old National is located) on the date that Parent and which the Company parties shall agree is as near as practicable to five two (52) business days prior to preceding the expected Closing Date. Parent and the Company The Parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than twenty fifteen (2015) business days before, and at least ten five (105) business days prior to, the Election Deadline.

Election Procedures. Each holder of record of shares of Company Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election with respect to the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger in accordance with the following procedures: (a) Each PSFC and Emclaire shall prepare a form for purposes of making elections and containing instructions with respect thereto (the "Election Form"). The Election Form shall be distributed to each Holder may at such time as PSFC and Emclaire shall determine and shall specify in a request the date by which all such elections must be made in accordance with (the provisions of this Section 3.1 (herein called an “Election”"Election Deadline") (i) which date shall be the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result date of the Reincorporation meeting of PSFC Shareholders to approve the Merger with respect or such other date determined by PSFC and Emclaire. In the event the Closing does not take place within ten (10) business days after the meeting of PSFC Shareholders to which approve the Merger, new Election Forms shall be sent via first class mail to PSFC Shareholders providing such Holder desires shareholders an opportunity to make change their election by a Share specific time period ("New Election and Deadline"). Such new Election Deadline be no less than ten (ii10) business days from the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Cash ElectionClosing. (b) Parent Elections shall prepare a form reasonably acceptable be made by Holders by mailing to the Company (Exchange Agent a completed Election Form. To be effective, an Election Form must be properly completed, signed and submitted to the “Form Exchange Agent accompanied by certificates representing the shares of Election”) which shall be mailed to record holders of Company PSFC Common Stock so as to permit those holders to exercise their right to make an Election prior to which the Election Deadline. election is being made (c) Parent shall make the Form of Election initially available not less than twenty (20) business days prior to the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. The Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which such Form of Election relates or by an appropriate customary guarantee guaranty of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or by a commercial bank or trust company in the United States; providedStates or a member of a registered national security exchange or the National Association of Security Dealers, Inc.), or by evidence that such Company Certificates are in fact delivered to certificates have been lost, stolen or destroyed accompanied by such security or indemnity as shall be reasonably requested by Emclaire. An Election Form and accompanying share certificates must be received by the Exchange Agent by the time required close of business on the Election Deadline. An election may be changed or revoked but only by written notice received by the Exchange Agent prior to the Election Deadline including, in the case of a change, a properly completed revised Election Form. (c) Emclaire will have the discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether the Election Forms have been properly completed, signed and submitted or changed or revoked and to disregard immaterial defects in Election Forms. The decision of Emclaire (or the Exchange Agent) in such guarantee matters shall be conclusive and binding. Neither Emclaire nor the Exchange Agent will be under any obligation to notify any person of delivery. Failure any defect in an Election Form submitted to deliver shares of Company Common Stock covered by such the Exchange Agent. (d) For the purposes hereof, a guarantee of delivery within Holder who does not submit an effective Election Form to the time set forth on such guarantee Exchange Agent prior to the Election Deadline shall be deemed to invalidate have made a Non-Election. (e) In the event that this Agreement is terminated pursuant to the provisions hereof and any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of shares or PSFC Stock Options have been transmitted to the Exchange Agent is located) on the date that Parent and the Company shall agree is as near as practicable to five (5) business days prior pursuant to the expected Closing Date. Parent provisions hereof, Emclaire and PSFC shall cause the Company shall cooperate Exchange Agent to issue a press release reasonably satisfactory promptly return such shares to each of them announcing the date of person submitting the Election Deadline not more than twenty (20) business days before, and at least ten (10) business days prior to, the Election Deadlinesame.

Election Procedures. Each (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Certificates to the Exchange Agent) in such form as Parent shall specify and as shall be reasonably acceptable to the Company (the “Election Form”) and pursuant to which each holder of record of shares of Company Common Stock as of the close of business on the Election Form Record Date may make an election pursuant to this Section 1.7 shall be mailed together with the Proxy Statement or at such other time as the Company and Parent may agree (the “HolderMailing Date”) to each holder of record of Company Common Stock as of the close of business on the record date for notice of the Company Special Meeting (the “Election Form Record Date”). (b) Each Election Form shall have permit the rightholder (or the beneficial owner through appropriate and customary documentation and instructions), subject to the limitations set forth in this Article IIIother than any holder of Dissenting Shares, to submit an election with respect to the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (i) the number of shares of such holder’s Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires holder elects to make a receive the Per Share Stock Consideration (“Stock Election and Shares”), (ii) the number of shares of such holder’s Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires holder elects to make a receive the Per Share Cash Election. Consideration (b“Cash Election Shares”), or (iii) that such holder makes no election with respect to such holder’s Company Common Stock (“No Election Shares”). Any Company Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the 33rd day following the Mailing Date (or such other time and date as the Company and Parent shall prepare a form reasonably acceptable to the Company agree) (the “Form of ElectionElection Deadline”) which shall be mailed to record holders (other than any shares of Company Common Stock so that constitute Dissenting Shares as of such time) shall also be deemed to permit those holders to exercise their right to make an be “No Election prior to the Election DeadlineShares.” (c) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Company Common Stock between the Election Form Record Date and the close of Election initially available not less than twenty (20) business days prior to on the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and Business Day prior to the Election Deadline. The Form of Election , and the Company shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject provide to the proviso Exchange Agent all information reasonably necessary for it to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSsperform as specified herein. (d) Any Election such election shall have been properly made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have received, actually received a properly completed Election Form by the Election Deadline. With respect to shares of Company Common Stock represented by a Certificate, a an Election Form of Election shall be deemed properly completed and signed and only if accompanied by Company Certificate(s) one or more Certificates (which, following or customary affidavits and indemnification regarding the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which loss or destruction of such Form of Election relates Certificates or by an appropriate customary guarantee of the guaranteed delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Company Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver Certificates) representing all certificated shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company Common Stock represented by such Election Form shall become No Election Shares and Parent shall cause the Certificates, if any, representing Company Common Stock to be promptly returned without charge to the Person submitting the Election Form upon written request to that effect from the holder who submitted the Election Form, except to the extent (if any) a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise subsequent election is properly made Electionwith respect to any or all of the applicable shares of Company Common Stock. Subject to the terms of this Agreement and of the Election Form, unless otherwise determined by Parentthe Exchange Agent shall have reasonable discretion to determine whether any election, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (revocation or change has been properly or timely made and to disregard immaterial defects in the city in which the principal office Election Forms, and any good faith decisions of the Exchange Agent is locatedregarding such matters shall be binding and conclusive. None of Parent, Merger Sub I, Merger Sub II or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. (e) on the date that Parent and the Company shall agree is as near as practicable to Within five (5) business days prior to the expected Closing Date. Parent and the Company shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than twenty (20) business days before, and at least ten (10) business days prior to, Business Days after the Election Deadline., unless the Merger I Effective Time has not yet occurred, in which case as soon after the Merger I Effective Time as practicable (and in no event more than five Business Days after the Merger I Effective Time), Parent shall cause the Exchange Agent to effect the allocation among the holders of Company Common Stock of rights to receive Parent Depositary Shares or cash pursuant to the First Merger in accordance with the Election Forms as follows:

Election Procedures. 3.2.1. In the aggregate, fifty percent (50.0%) of the total number of shares of Cheviot Financial Common Stock issued and outstanding at the Effective Time (excluding any Non-Fiduciary Stock (the “Stock Conversion Number”)), shall be converted into the Per Share Stock Consideration and the remaining outstanding shares of Cheviot Financial Common Stock shall be converted into the Per Share Cash Consideration. Shares of Cheviot Financial Common Stock as to which a Cash Election (including, as part of a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of Cheviot Financial Common Stock as to which a Stock Election has been made (including, as part of a Mixed Election) are referred to as “Stock Election Shares.” Shares of Cheviot Financial Common Stock as to which no election has been made (or as to which an Election Form is not timely returned or not properly completed) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Cheviot Financial Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.” 3.2.2. An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon timely and proper delivery of such Certificates to the Exchange Agent), in such form as Cheviot Financial and MainSource shall mutually agree (“Election Form”), shall be mailed not less than 20 business days but not more than 40 business days prior to the anticipated Effective Time or on such other date as MainSource and Cheviot Financial shall mutually agree (the “Mailing Date”) to each holder of record of Cheviot Financial Common Stock as of five business days prior to the Mailing Date, or such other date as the parties shall agree (the “Election Form Record Date”). Each Election Form shall permit such holder, subject to the allocation and election procedures set forth in this Section 3.2, (i) to elect to receive the Per Share Cash Consideration for all of the shares of Cheviot Financial Common Stock held by such holder (a “Cash Election”), (ii) to elect to receive the Per Share Stock Consideration for all of the shares of Cheviot Financial Common Stock held by such holder (a “Stock Election”), (iii) elect to receive the Per Share Stock Consideration for a portion of such holder’s Cheviot Financial Common Stock and the Per Share Cash Consideration for the remaining portion of such holder’s Cheviot Financial Common Stock (the “Cash/Stock Consideration”) (an election to receive the Cash/Stock Consideration is referred to as a “Mixed Election”), or (iv) to indicate that such record holder has no preference as to the receipt of the Per Share Cash Consideration or the Per Share Stock Consideration for such shares of Cheviot Financial Common Stock (a “Non-Election”). A holder of record of shares of Company Cheviot Financial Common Stock who holds such shares as nominee, trustee or in another representative capacity (a “HolderRepresentative”) shall have the rightmay submit multiple Election Forms, subject to the limitations set forth in this Article III, to submit an election with respect to provided that each such Election Form covers all the shares of Company Virginia Sub Cheviot Financial Common Stock to be received held by such holder in the Reincorporation Merger in accordance with the following procedures: (a) Each Holder may specify in Representative for a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (i) the number of particular beneficial owner. Any shares of Company Virginia Sub Cheviot Financial Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Share Election and (ii) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder holder thereof shall not, as a result of the Reincorporation Merger with respect Election Deadline, have made an election by submission to which such Holder desires to make a Cash Electionthe Exchange Agent of an effective, properly completed Election Form shall be deemed Non-Election Shares. (b) Parent 3.2.3. To be effective, a properly completed Election Form shall prepare a form reasonably acceptable be submitted to the Company Exchange Agent on or before 5:00 p.m., New York City time, on the 20th calendar day following the Mailing Date (or such other time and date as MainSource and Cheviot Financial may mutually agree) (the “Form Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Closing Date. Cheviot Financial shall make available Election Forms to persons who become holders (or beneficial owners) of Election”) which shall be mailed to record holders of Company Cheviot Financial Common Stock so as to permit those holders to exercise their right to make an Election prior to between the Election Deadline. (c) Parent shall make Form Record Date and the Form close of Election initially available not less than twenty (20) business days prior to on the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and business day prior to the Election Deadline. The Form of Election Cheviot Financial shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject provide to the proviso Exchange Agent all information reasonably necessary for it to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election perform as specified herein. An election shall have been properly made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have received, actually received a properly completed Election Form by the Election Deadline, a . An Election Form of Election shall be deemed properly completed and signed and only if accompanied by Company Certificate(s) one or more Certificates (which, following or customary affidavits and indemnification regarding the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which loss or destruction of such Form of Election relates Certificates or by an appropriate customary guarantee of the guaranteed delivery of such certificatesCertificates) representing all shares of Cheviot Financial Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If a Cheviot Financial stockholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline without submitting a properly completed replacement Election Form, the shares of Cheviot Financial Common Stock held by such stockholder shall be designated as set forth in Non-Election Shares. Any Election Form may be revoked or changed by the person submitting such Election Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Company Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure written notice to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent only if such notice of revocation or change is located) on actually received by the date that Parent and the Company shall agree is as near as practicable to five (5) business days Exchange Agent at or prior to the expected Closing DateElection Deadline. Parent MainSource shall cause the Certificate or Certificates relating to any revoked Election Form to be promptly returned without charge to the person submitting the Election Form to the Exchange Agent. Subject to the terms of this Agreement and the Company shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than twenty (20) business days before, and at least ten (10) business days prior toForm, the Exchange Agent shall have discretion to determine when any election, modification or revocation is received and whether any such election, modification or revocation has been properly made. 3.2.4. If the Stock Election DeadlineNumber exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Per Share Cash Consideration, and, subject to Section 3.1.6 hereof, each holder of Stock Election Shares will be entitled to receive the Per Share Stock Consideration only with respect to that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Per Share Cash Consideration. 3.2.5. If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Per Share Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Per Share Cash Consideration and, subject to Section 3.1.6 hereof, each holder of Non-Election Shares shall receive the Per Share Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Per Share Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Per Share Stock Consideration, and, subject to Section 3.1.6 hereof, each holder of Cash Election Shares shall receive the Per Share Stock Consideration in respect of that number of Cash Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Per Share Cash Consideration.

Election Procedures. Each (a) A Letter of Transmittal, an election form and other appropriate and customary transmittal materials in such form as Parent and the Company shall mutually agree (the “Election Form”) shall be mailed thirty-five (35) days prior to the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) to each holder of record of shares of Company Common Stock as of the close of business on the fifth (“Holder”5th) shall have the right, subject Business Day prior to the limitations set forth in this Article III, to submit an election with respect to Mailing Date (the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger in accordance with the following procedures:“Election Form Record Date”). (ab) Each Holder may Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (i) the number of shares of such holder’s Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires holder elects to make a receive the Per Share Stock Consideration (the “Stock Election and Shares”), (ii) the number of shares of such holder’s Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires holder elects to make a receive the Per Share Cash ElectionConsideration (the “Cash Election Shares”) and (iii) the number of shares of such holder’s Company Common Stock with respect to which such holder makes no election to receive the Per Share Stock Consideration or the Per Share Cash Consideration (the “No Election Shares”). Any Company Common Stock (other than Dissenting Shares) with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York City time, on the thirtieth (30th) day following the Mailing Date (or such other time and date as Parent and the Company may mutually agree) (the “Election Deadline”) shall be deemed to be No Election Shares. (bc) Parent The Company shall prepare make available one or more Election Forms as may reasonably be requested from time to time by any person who becomes a form reasonably acceptable to the Company holder (the “Form of Election”or beneficial owner) which shall be mailed to record holders of Company Common Stock so as to permit those holders to exercise their right to make an between the Election Form Record Date and the close of business on the Business Day prior to the Election Deadline. (cd) Parent Any such election shall make have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form of Election initially available not less than twenty (20) business days prior to the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to by the Election Deadline. The An Election Form of Election shall contain instructions for effecting the surrender of Company be deemed properly completed only if accompanied by one or more Certificates (which, following or customary affidavits and indemnification regarding the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing loss or destruction of such certificates or the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which such Form of Election relates or by an appropriate customary guarantee of guaranteed delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Company Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver ) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials (including a guarantee Letter of delivery within Transmittal) included in the time set forth on such guarantee shall Election Form. Any Election Form may be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, unless otherwise agreed in advance revoked or changed by the parties, “person submitting such Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of Form only by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Election Form is located) on revoked prior to the date that Parent Election Deadline, unless a subsequent properly completed Election Form is submitted and actually received by the Exchange Agent by the Election Deadline, the shares of Company Common Stock represented by such Election Form shall become No Election Shares and the Company shall agree cause the applicable Certificates to be promptly returned without charge to the person submitting the Election Form upon written request to that effect from the holder who submitted the Election Form. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Company or the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company or the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form. (e) Notwithstanding any other provision contained in this Agreement, (i) the quotient of (A) the aggregate dollar value of the Stock Consideration (assuming that each share of Parent Common Stock has a value of $14.04) and (B) the Aggregate Total Consideration (the “Stock Percentage”) shall equal 42% (the “Required Stock Percentage”) and (ii) the quotient of (A) Cash Consideration plus aggregate Dissenting Stockholder Consideration (assuming the amount payable for each Dissenting Share is as near as practicable equal to five the Per Share Cash Consideration) and (5B) business days the Aggregate Total Consideration (the “Cash Percentage”) shall equal 58% (the “Required Cash Percentage”). (f) Notwithstanding any other provision contained in this Agreement, (i) the maximum number of shares of Company Common Stock that may be converted into the right to receive Stock Consideration shall be equal to the Required Stock Percentage of the issued and outstanding shares of Company Common Stock (other than Excluded Shares) immediately prior to the expected Closing Date. Parent Effective Time (the “Maximum Stock Shares”) and (ii) the maximum number of shares of Company Common Stock that may be converted into the right to receive Cash Consideration and Dissenting Stockholder Consideration shall cooperate be equal to issue a press release reasonably satisfactory to each of them announcing the date Required Cash Percentage of the Election Deadline not more issued and outstanding shares of Company Common Stock (other than twenty Excluded Shares) immediately prior to the Effective Time (20the “Maximum Cash Shares”). (g) business days beforeWithin three (3) Business Days after the Effective Time, and at least ten (10) business days prior to, Parent shall cause the Election Deadline.Exchange Agent to effect the allocation among the former holders of Company Common Stock of rights to receive the Merger Consideration as follows:

Election Procedures. Each holder of record of shares of Company Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this Article IIIII, to submit an election with respect to the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 2.12 (herein called an “Election”) (i) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Share Stock Election and (ii) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to the Company (the “Form of Election”) which shall be mailed to record holders of Company Common Stock so as to permit those holders to exercise their right to make an Election prior to the Election Deadline. (c) Parent shall make the Form of Election initially available not less than twenty (20) business days Business Days prior to the anticipated Election Deadline and shall use all commercially reasonable efforts to make available as promptly as possible a Form of Election to any stockholder shareholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. The Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholdersshareholders, shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) Certificates to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, provided that such Company Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date that Parent and the Company shall agree is as near as practicable to five (5) business days prior to the expected Closing Date. Parent and the Company shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than twenty (20) business days before, and at least ten (10) business days prior to, the Election Deadline.unless

Election Procedures. Each holder of record of shares of Company RockTenn Common Stock issued and outstanding immediately prior to the Election Deadline (a “Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election with respect on or prior to the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger Election Deadline in accordance with the following procedures:. (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 3.3 (herein called an “Election”) (i) the number of shares of Company Virginia Sub RockTenn Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Share Election and Stock Election, (ii) the number of shares of Company Virginia Sub RockTenn Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Cash Election and (iii) the particular shares for which the Holder desires to make either such election, and the order in which either such election is to apply to any such shares if the election is subject to proration under Section 3.4. Any Holder who wishes to make an Election shall be required to waive all dissenters’ rights in connection with making such Election. (b) Parent TopCo shall, and RockTenn shall cause TopCo to, prepare a form reasonably acceptable to the Company MWV (the “Form of Election”) ), which shall be mailed by TopCo to record holders of Company RockTenn Common Stock so as to permit those holders Holders to exercise their right to make an Election prior to the Election Deadline. (c) Parent TopCo shall, and RockTenn shall make cause TopCo to, mail or cause to be mailed or delivered, as applicable, the Form of Election initially available to record holders of RockTenn Common Stock as of the record date for the RockTenn Shareholders Meeting not less than twenty (20) 20 business days prior to the anticipated Election Deadline Deadline. TopCo shall, and RockTenn shall use all reasonable efforts to cause TopCo to, make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the one or more Forms of Election as may reasonably be requested from time to time by all persons who become holders of record of RockTenn Common Stock during the period following the record date for the RockTenn Shareholders Meeting and prior to the Election Deadline. The Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) RockTenn Certificates to which such Form of Election relates relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of RockTenn or by an appropriate customary guarantee of delivery of such certificatesRockTenn Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company firm that is an eligible guarantor institution (as defined in Rule 17Ad-15 under the United StatesExchange Act); provided, that such Company RockTenn Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery, and, in the case of RockTenn Book-Entry Shares, any additional documents specified in the procedures set forth in the Form of Election. Failure to deliver shares of Company RockTenn Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by ParentRockTenn, in its sole and absolute discretion. As used herein, unless otherwise jointly agreed in advance by the partiesMWV and RockTenn, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the later of (i) the date that Parent immediately prior to the RockTenn Shareholders Meeting and (ii) if on the Company shall agree is as near as practicable date immediately prior to five (5the RockTenn Shareholders Meeting, both conditions set forth in Sections 7.1(b) and 7.1(c) have not been satisfied, three business days prior to the expected Closing Date. Parent RockTenn and the Company MWV shall cooperate to issue a press release reasonably satisfactory to each of them announcing the anticipated date of the Election Deadline not more than twenty (20) fifteen business days before, and at least ten (10) five business days prior to, the anticipated date of the Election Deadline. If the Closing is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date (which shall be three business days prior to the Closing Date) and RockTenn and MWV shall cooperate to promptly publicly announce such rescheduled Election Deadline.

Election Procedures. Each (a) Not less than thirty (30) days prior to the anticipated Effective Time or on such other date as Parent and the Company mutually agree (the “Mailing Date”), Company shall cause to be mailed an election form and other appropriate and customary transmittal materials, in such form as Company shall reasonably specify and as shall be reasonably acceptable to Parent (the “Election Form”), to each record holder of record of Company Common Stock (other than shares of Company Common Stock described in clause (“Holder”iii) shall have the right, subject of Section 3.1(b)) as of a record date that is five (5) Business Days prior to the limitations set forth in this Article III, Mailing Date or such other date as mutually agreed to submit an election with respect to by Parent and the shares Company. (b) Each Election Form shall permit the holder (or the beneficial owner through customary documentation and instructions) of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (i) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires holder elects to make a receive the Share Election and Consideration, (ii) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires holder elects to make a Cash Election. receive the Mixed Consideration or (biii) Parent shall prepare a form reasonably acceptable that such holder makes no election with respect to the such holder’s shares of Company (the “Form of Election”) which shall be mailed to record holders Common Stock. Any shares of Company Common Stock so as with respect to permit those holders which the Exchange Agent does not receive a properly completed Election Form during the period (the “Election Period”) from the Mailing Date to exercise their right to make an Election 5:00 p.m., New York City time, on the Business Day that is two Business Days prior to the Closing Date or such other date as Parent and the Company shall, prior to the Closing, mutually agree (the “Election Deadline”) shall be deemed to have made no election. Parent and the Company shall publicly announce the anticipated Election Deadline at least five business days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Company shall make available one or more Election Forms as may reasonably be requested from time to time by all persons who become holders or beneficial owners of Company Common Shares during the Election Period, and Parent shall make provide the Form of Election initially available not less than twenty (20) business days prior Exchange Agent all information reasonably necessary for it to the anticipated Election Deadline and shall use all reasonable efforts to make available perform its duties as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. The Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSsspecified herein. (d) Any Election election made pursuant to this Section 3.4 shall have been properly made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have receivedactually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the person submitting it, by the Election Deadline, a Form of Election properly completed and signed and accompanied written notice received by Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Company Certificates are in fact delivered to the Exchange Agent by during the time required in such guarantee of deliveryElection Period. Failure to deliver shares of Company Common Stock covered In the event an Election Form is revoked during the Election Period, the Shares represented by such a guarantee of delivery within the time set forth on such guarantee Election Form shall be deemed to invalidate any otherwise have made no election, except to the extent a subsequent election is properly made Electionduring the Election Period. Subject to the terms of this Agreement and of the Election Form, unless otherwise determined by Parentthe Exchange Agent shall have reasonable discretion to determine whether any election, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (revocation or change has been properly or timely made and to disregard immaterial defects in the city in which the principal office Election Forms, and any good faith decisions of the Exchange Agent is located) on the date that Parent regarding such matters shall be binding and conclusive. None of Parent, Merger Sub, the Company or the Exchange Agent shall agree is as near as practicable be under any obligation to five (5) business days prior to the expected Closing Date. Parent and the Company shall cooperate to issue a press release reasonably satisfactory to each notify any Person of them announcing the date of the any defect in an Election Deadline not more than twenty (20) business days before, and at least ten (10) business days prior to, the Election DeadlineForm.

Election Procedures. Each holder of record of shares of Company National Penn Common Stock, National Penn Restricted Stock Awards, National Penn Restricted Stock Unit Awards or Settled Deferred Stock Unit Awards to be converted into the right to receive the Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Sections 1.6(a) and 2.1 (a “Holder”) shall have the right, subject to the limitations set forth in this Article IIIII, to submit an election with respect to the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 2.2 (herein called an “Election”) (i) the number of shares of Company Virginia Sub National Penn Common Stock to be owned by such Holder as a result of the Reincorporation Merger (or subject to such National Penn Restricted Stock Awards, National Penn Restricted Stock Unit Awards or Settled Deferred Stock Unit Awards) with respect to which such Holder desires to make a Share Stock Election and (ii) the number of shares of Company Virginia Sub National Penn Common Stock to be owned by such Holder as a result of the Reincorporation Merger (or subject to such National Penn Restricted Stock Awards, National Penn Restricted Stock Unit Awards or Settled Deferred Stock Unit Awards) with respect to which such Holder desires to make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to the Company National Penn, including appropriate and customary transmittal materials in such form as prepared by Parent and reasonably acceptable to National Penn (the “Form of Election”) which shall be mailed to record holders of Company Common Stock ), so as to permit those holders Holders to exercise their right to make an Election prior to the Election DeadlineElection. (c) Parent (i) shall initially make available and mail the Form of Election initially available not less than twenty (20) business days prior to the anticipated Election Deadline to Holders of record as of the business day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder stockholder, holder of the Company National Penn Restricted Stock Awards, holder of National Penn Restricted Stock Unit Awards or holder of Settled Deferred Stock Unit Awards who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. The Form of time period between such mailing date and the Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well Deadline is referred to herein as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs“Election Period”. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have received, by during the Election DeadlinePeriod, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificatesOld Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Company Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date that Parent and which the Company parties shall agree is as near as practicable to five two (52) business days prior to preceding the expected Closing Date. Parent and the Company The Parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than twenty fifteen (2015) business days before, and at least ten five (105) business days prior to, the Election Deadline.

Election Procedures. Each holder of an Award (each, an “Award Holder”) and each record of shares holder of Company Common Stock (“Holder”) Shares on the Election Form Record Date shall have the right, subject to the limitations set forth in this Article IIISection 2.2 and Section 2.4, to submit an election with respect to the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger (each, an “Election”) in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (i) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Share Election and (ii) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Cash Election. (b) Parent shall prepare direct the Exchange Agent to mail a form of election, which form shall be in a form reasonably acceptable to the Company (the “Form of ElectionElection Form”) which shall be mailed ), with the Company Proxy Statement to the record holders of Company Common Stock so Shares as to permit those holders to exercise their right of the record date for the Company Shareholders Meeting (the “Election Form Record Date”) and each Award Holder, which Election Form shall be used by each record holder of Company Common Shares and each Award Holder who wishes to make an Election. (ii) Each holder of a Company Common Share and each Award Holder may specify in an Election Form submitted in accordance with the provisions of this Section 2.2(c) whether such holder elects to receive with respect to such holder’s Company Common Shares or Awards, (A) the Standard Election Consideration (such Election with respect to such Company Common Shares or Awards, the “Standard Election”), (B) the Cash Election Consideration (such Election with respect to such Company Common Shares or Awards, the “Cash Election”), or (C) the Share Election Consideration (such Election with respect to such Company Common Shares or Awards, the “Share Election”). (iii) Any holder of a Company Common Share or any Award Holder who does not properly make an Election in accordance with the provisions of this Section 2.2(c), or whose Election Form is not received by the Exchange Agent prior to the Election DeadlineDeadline in the manner provided in Section 2.2(c)(iv), will be deemed to have made the Standard Election with respect to such Company Common Shares or Awards. For the avoidance of doubt, for the purpose of determining the allocation of the Transaction Consideration among the holders of Company Common Shares and Award Holders (as applicable), any holder of Dissenting Shares shall be deemed to have made a Standard Election with respect to such Dissenting Shares. (c) Parent shall make the Form of Election initially available not less than twenty (20) business days prior to the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. The Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (div) Any such holder’s Election shall have been properly made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have receivedreceived at its designated office, by the Election Deadline, a an Election Form of Election properly completed and signed and and, to the extent such Election Form relates to Company Common Shares, accompanied by Certificates (unless such Company Certificate(sCommon Shares are Book-Entry Shares, in which case the holders shall follow the instructions set forth in the Election Form) (which, following the Reincorporation Merger shall represent of Company Virginia Sub Common Stock) Shares to which such Election Form relates (or customary affidavits and indemnification regarding the loss or destruction of Election relates such Certificates or by an appropriate customary guarantee of delivery of such certificates, Certificates as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United StatesElection Form; provided, provided that such Company Certificates are in fact delivered to the Exchange Agent by within five (5) Business Days after the time required in date of execution of such guarantee of delivery. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date that Parent and the Company shall agree is as near as practicable to five (5) business days prior to the expected Closing Date. Parent and the Company shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than twenty (20) business days before, and at least ten (10) business days prior to, the Election Deadline).

Election Procedures. Each holder of record of shares of Company Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election with respect to the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (i) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Share The Election and (ii) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to the Company (the “Form of Election”) which shall be mailed distributed to record holders of Company Common Stock so each Sun Shareholder at such time as to permit those holders to exercise their right to make an Election prior to Sun and Omega shall determine and shall specify the Election Deadline. (cb) Parent Elections shall make the Form of Election initially available not less than twenty (20) business days prior be made by Sun Shareholders by mailing to the anticipated Exchange Agent a completed Election Deadline Form. To be effective, an Election Form must be properly completed, signed and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior submitted to the Election Deadline. The Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts Exchange Agent accompanied by certificates representing the Parent ADSs, shares of Sun Common Stock as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which such Form of Election relates the election is being made (or by an appropriate customary guarantee guaranty of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or by a commercial bank or trust company in the United States; providedStates or a member of a registered national security exchange or the National Association of Securities Dealers, Inc.), or by evidence that such Company Certificates are in fact delivered to certificates have been lost, stolen or destroyed accompanied by such security or indemnity as shall reasonably be requested by Omega. An Election Form and accompanying share certificates must be received by the Exchange Agent by the time required close of business on the Election Deadline. An election may be changed or revoked but only by written notice received by the Exchange Agent prior to the Election Deadline including, in the case of a change, a properly completed revised Election Form. (c) Omega, or the Exchange Agent if so designated by Omega, shall determine in the reasonable exercise of discretion, whether the Election Forms have been properly completed, signed and submitted or changed or revoked and may disregard immaterial defects in Election Forms. Omega or the Exchange Agent, as applicable, will notify the applicable Sun Shareholders of any defect in an Election Form by regular United States mail or such guarantee other method of delivery. Failure notice which can reasonably be expected to deliver shares of Company Common Stock covered be at least as prompt as notice by such regular United States mail. (d) For the purposes hereof, a guarantee of delivery within Sun Shareholder who does not submit an effective Election Form to the time set forth on such guarantee Exchange Agent prior to the Election Deadline shall be deemed to invalidate have made a Non-Election. (e) In the event that this Agreement is terminated pursuant to the provisions hereof and any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of certificates for shares have been transmitted to the Exchange Agent is located) on the date that Parent and the Company shall agree is as near as practicable to five (5) business days prior pursuant to the expected Closing Date. Parent provisions hereof, Omega and Sun shall cause the Company shall cooperate Exchange Agent to issue a press release reasonably satisfactory return such certificates to each of them announcing the date of Person submitting the Election Deadline not more than twenty (20) business days before, and at least ten (10) business days prior to, the Election Deadlinesame promptly after such termination.

Election Procedures. Each (a) An election form (“Election Form”) together with the Letter of Transmittal and any other transmittal materials described in Section 1.5 shall be mailed no later than five (5) business days after the Closing Date (the mailing date of such form of election being referred to herein as the “Mailing Date”) to each holder of HPBC Stock of record at the Effective Time. Each Election Form shall permit a holder (or the beneficial owner through appropriate and customary documentation and instruction) of shares of Company Common HPBC Stock (“Holder”) shall have to elect to receive the right, subject to Per Share Stock Consideration or the limitations set forth in this Article III, to submit an election Per Share Cash Consideration with respect to the shares each share of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger in accordance with the following procedures: holder’s (aor beneficial owner’s) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (i) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Share Election and (ii) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Cash ElectionHPBC Stock. (b) Parent An election pursuant to this Section 1.3 shall prepare have been properly made only if the Exchange Agent shall have actually received a form reasonably acceptable to properly completed Election Form by 5:00 p.m., Charlotte, North Carolina time on or before the Company thirtieth (30th) day following the Mailing Date, or such other time and date as BNC and HPBC may mutually agree (the “Election Deadline”). An Election Form of Election”) which shall be mailed to record holders deemed properly completed only if accompanied by one or more Certificates covered by such Election Form (or customary affidavits and indemnification regarding the loss or destruction of Company Common Stock so as to permit those holders to exercise their right to make an such certificates or the guaranteed delivery of such certificates), together with a duly executed Letter of Transmittal. Any Election prior to Form may be revoked or changed by the Person submitting such Election Deadline. Form (c) Parent shall make or the Form of Election initially available not less than twenty (20) business days prior to the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder beneficial owner of the Company who requests shares covered by such Election Form of Election following the initial mailing of the Forms of Election through appropriate and customary documentation and instruction) at or prior to the Election Deadline. The If an Election Form is revoked prior to the Election Deadline and no other valid election is made, the shares of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and HPBC Stock subject to the proviso such Election Form shall be Stock Election Shares. Subject to the last sentence terms of Section 2.4(a)(iv)this Agreement and of the Election Form, Parent Ordinary Shares the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in account entry form the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. Neither the BNC nor the Exchange Agent shall be under any obligation to notify any Person of any defect in lieu of Parent ADSsan Election Form. (dc) Any Election shall have been made properly only if the person authorized to receive Elections and to act Shares of HPBC Stock as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which such Form a proper election is made for the Per Share Stock Consideration, and shares of Election relates HPBC Stock (other than Dissenting Shares) with respect to which the holder (or by an appropriate customary guarantee of delivery of such certificatesthe beneficial owner, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Company Certificates are in fact delivered case may be) shall not have submitted to the Exchange Agent by an effective, properly completed Election Form, are referred to herein as “Stock Election Shares.” Shares of HPBC Stock as to which a proper election is made for the time required in such guarantee of delivery. Failure Per Share Cash Consideration are referred to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, herein as “Cash Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date that Parent and the Company shall agree is as near as practicable to five (5) business days prior to the expected Closing Date. Parent and the Company shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than twenty (20) business days before, and at least ten (10) business days prior to, the Election DeadlineShares.”

Election Procedures. Each (a) Not less than thirty (30) days prior to the anticipated Effective Time (the “Mailing Date”), an election form in such form as Parent shall specify (the “Election Form”) shall be mailed to each holder of record of shares of Company Common Stock as of five (“Holder”5) shall have the right, subject Business Days prior to the limitations set forth in this Article IIIMailing Date (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the Beneficial Owner through appropriate and customary documentation and instructions), to submit an election with respect to the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (i) the number of shares of such holder’s Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires holder elects to make a receive the Per Share Stock Consideration (the “Stock Election and Shares”), (ii) the number of shares of such holder’s Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires holder elects to make a receive the Per Share Cash Election. (b) Parent shall prepare a form reasonably acceptable to the Company Consideration (the “Form of ElectionCash Election Shares”) which shall be mailed or (iii) that such holder makes no election with respect to record holders of such holder’s Company Common Stock so as (the “No Election Shares”). Any Company Common Stock with respect to permit those holders which the Exchange Agent does not receive an effective, properly completed Election Form during the period from the Mailing Date to exercise their right the Election Deadline (the “Election Period”) shall be deemed to make an be No Election Shares. Parent shall publicly announce the anticipated Election Deadline at least five (5) Business Days prior to the anticipated Effective Time. If the Effective Time is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or Beneficial Owners) of Company Common Stock during the Form of Election initially available not less than twenty (20) business days prior Period, and the Company shall provide to the anticipated Election Deadline and shall use Exchange Agent all reasonable efforts information reasonably necessary for it to make available perform as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. The Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSsspecified herein. (d) Any Election election made pursuant to this Section 2.2 shall have been properly made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have receivedactually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the Person submitting such Election Form, by the Election Deadline, a Form of Election properly completed and signed and accompanied written notice received by Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Company Certificates are in fact delivered to the Exchange Agent by during the time required in such guarantee of deliveryElection Period. Failure to deliver In the event an Election Form is revoked during the Election Period, the shares of Company Common Stock covered represented by such Election Form shall become No Election Shares, except to the extent (if any) a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise subsequent election is properly made Electionduring the Election Period with respect to any or all of such shares of Company Common Stock. Subject to the terms of this Agreement and of the Election Form, unless otherwise determined by Parentthe Exchange Agent shall have reasonable discretion to determine whether any election, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (revocation or change has been properly or timely made and to disregard immaterial defects in the city in which the principal office Election Forms, and any good faith decisions of the Exchange Agent is located) on the date that regarding such matters shall be binding and conclusive. None of Parent and or the Company or the Exchange Agent shall agree is as near as practicable be under any obligation to five (5) business days prior to the expected Closing Date. Parent and the Company shall cooperate to issue a press release reasonably satisfactory to each notify any Person of them announcing the date of the any defect in an Election Deadline not more than twenty (20) business days before, and at least ten (10) business days prior to, the Election DeadlineForm.

Election Procedures. Each (a) At the time of mailing of the Proxy Statement/Prospectus to holders of record of Company Common Stock entitled to vote at the Company Shareholders Meeting (such date, the “Mailing Date”), an election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates theretofore representing shares of Company Common Stock, or Book-Entry Shares, shall pass, only upon proper delivery of such Certificates or Book-Entry Shares, respectively, to the Exchange Agent, upon adherence to the procedures set forth in the letter of transmittal) in such form as Parent and the Company shall reasonably agree (the “Election Form”) shall be mailed to each holder of record of shares of Company Common Stock (“Holder”) shall have as of the right, subject to record date for the limitations set forth in this Article III, to submit an election with respect to the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger in accordance with the following procedures:Shareholders Meeting. (ab) Each Holder may Election Form shall permit the holder (or the Beneficial Owner through appropriate and customary documentation and instructions) to specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (i) the number of shares of such holder’s Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make holder makes a Share Election and Cash Election, (ii) the number of shares of such holder’s Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires holder elects to make a Cash Stock Election. , or (biii) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to make a Mixed Election. Any Company Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the Business Day that is four (4) Business Days prior to the Closing Date (which date shall be publicly announced by Parent as soon as reasonably practicable but in no event less than five (5) Business Days prior to the Closing Date) (or such other time and date as the Company and Parent shall prepare a form reasonably acceptable to the Company agree in writing) (the “Form of ElectionElection Deadline”) which shall be mailed to record holders of Company Common Stock so as to permit those holders to exercise their right to make an Election prior to the Election Deadline. (c) Parent shall make the Form of Election initially available not less than twenty (20) business days prior to the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. The Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Company Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Electionbe “Non-Electing Company Shares”. If the Effective Time is delayed to a subsequent date, unless otherwise determined by Parent, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date that Parent and the Company shall agree is as near as practicable to five (5) business days prior to the expected Closing Date. Parent and the Company shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than twenty (20) business days beforeshall be similarly delayed to a subsequent date, and at least ten (10) business days prior toParent shall promptly announce any such delay and, when determined, the rescheduled Election Deadline.

Election Procedures. Each holder of record of shares Company Common Shares (other than Excluded Shares) issued and outstanding at the close of business on the record date for the Company Shareholders Meeting (the “Company Record Date”) and each holder of Company Common Stock (“Holder”) Compensatory Awards on the Company Record Date shall have the right, subject to the limitations set forth in this Section 2.6 and the other provisions of Article III2, to submit an election with respect Election prior to the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger Election Deadline in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance Concurrently with the provisions mailing of this Section 3.1 the Joint Proxy Statement (herein called the “Mailing Date”), the Company shall cause an election form that is reasonably acceptable to Parent and the Exchange Agent (the “ElectionElection Form”) (iand which shall comply with this Section 2.6) to be mailed to the holders of Company Common Shares (other than Excluded Shares) and Company Compensatory Awards on the Company Record Date. Parent shall cause the Exchange Agent to make available one or more Election Forms as may reasonably be requested from time to time by any Person who is a record holder of Company Common Shares (other than Excluded Shares) on the Company Record Date. Holders of record of Company Common Shares (other than Excluded Shares) or holders of Company Compensatory Awards on the Company Record Date who hold such Company Common Shares as nominees, trustees or in other representative capacities may submit a separate Election Form before the Election Deadline with respect to each beneficial owner for whom such nominee, trustee or representative holds such Company Common Shares. (b) Each Election Form shall permit the holder (or the beneficial owner through customary documentation and instructions) of Company Common Shares (other than Excluded Shares) and the holder of Company Compensatory Awards to specify the number of shares of such holder’s Company Virginia Sub Common Stock Shares (including the Company Common Shares that become or are considered to be owned by such Holder as a result of the Reincorporation Merger outstanding pursuant to Section 2.10) with respect to which such Holder desires holder elects to make receive (an “Election”): (i) the Cash Consideration (a Share “Cash Election” and such Company Common Shares (including the Company Common Shares that become or are considered to be outstanding pursuant to Section 2.10) that are the subject of a Cash Election and being referred to as “Cash Election Shares”); or (ii) the number of shares of Common Share Consideration (a “Share Election” and such Company Virginia Sub Common Stock Shares (including the Company Common Shares that become or are considered to be owned by such Holder outstanding pursuant to Section 2.10) subject to a Share Election being referred to as a result of the Reincorporation Merger “Share Election Shares”); provided, however, that an Election Form with respect to which such Holder desires any Company Common Shares that become or are considered to make a Cash Election. (b) Parent shall prepare a form reasonably acceptable be outstanding immediately prior to the Company (Merger Effective Time pursuant to Section 2.10 may specify the “Form percentage instead of Election”) which the number of such holder’s Company Common Shares that shall be mailed Cash Election Shares and Share Election Shares. Each Election shall be subject to record holders this Section 2.6 and Section 2.7. For the avoidance of doubt, the sum of the number of Cash Election Shares and the number of Share Election Shares must be equal to the number of Company Common Stock so as Shares (including the Company Common Shares that become or are considered to permit those holders be outstanding pursuant to exercise their right to make an Section 2.10) held by the holder completing such Election prior to the Election DeadlineForm. (c) Parent shall make Any Election made pursuant to this Section 2.6 will have been properly made only if the Form of Election initially available not less than twenty (20) business days Exchange Agent will have actually received by 5:00 p.m., on the Business Day immediately prior to the anticipated Company Shareholders Meeting (the “Election Deadline”), a properly completed Election Form, in the case of an Election in respect of any Company Common Shares evidenced by a certificate, together with the applicable certificate, and in the case of an Election in respect of any Company Common Shares that are in book-entry form, the holders shall have followed the instructions set forth in the Election Form. None of Parent, the Company or the Exchange Agent or any of their respective Affiliates will be under any obligation to notify any Person of any defect in an Election Form. (d) Each Company Common Share (including the Company Common Shares that become or are considered to be outstanding pursuant to Section 2.10) eligible to receive the Merger Consideration pursuant to Section 2.5(a) for which an Election is not properly made by the Election Deadline shall be deemed to have made a Share Election and shall use only be entitled to receive the Common Share Consideration in accordance with Section 2.5(a). The Exchange Agent shall, in its sole discretion, resolve any ambiguities about or in connection with any Election Form in favor of deeming that only a Share Election has been made. Subject to the provisions of the Exchange Agent Agreement, the Exchange Agent also shall make all reasonable efforts computations as to make available as promptly as possible the allocation and proration contemplated by Section 2.7, and absent manifest error any such computation shall be conclusive and binding on the holders of Company Common Shares (including the Company Common Shares that become or are considered to be outstanding pursuant to Section 2.10). (e) Any Election Form may be revoked with respect to all or a Form of Election to any stockholder portion of the Company Common Shares (including the Company Common Shares that become or are considered to be outstanding pursuant to Section 2.10) subject thereto by the holder who requests such submitted the applicable Election Form of Election following by proper written notice received by the initial mailing of the Forms of Election and Exchange Agent prior to the Election Deadline. The If an Election Form of Election shall contain instructions for effecting the surrender of Company Certificates (whichis revoked, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company Common Shares (including the “Exchange Agent”), Company Common Shares that become or are considered to be outstanding pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common StockSection 2.10) to which such Election Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Company Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee related shall be deemed to invalidate any otherwise properly have made Election, a Share Election unless otherwise determined by Parent, in its sole discretion. As used herein, unless otherwise agreed in advance a new Election Form is subsequently submitted by the parties, “holder prior to the Election Deadline” means 5:00 p.m. local time (. After an Election is validly made with respect to any Company Common Shares, any subsequent transfer of such Company Common Shares shall automatically revoke such Election. Notwithstanding anything to the contrary in the city in which the principal office of this Agreement, all Elections shall be automatically deemed revoked upon receipt by the Exchange Agent is locatedof written notification from the Company or Parent that this Agreement has been terminated in accordance with Article 7. (f) on the date that Parent and the Company shall agree is as near as practicable to five publicly announce the anticipated Election Deadline at least three (53) business days Business Days prior to the expected Closing Dateanticipated Election Deadline. If the Company Shareholders Meeting is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than twenty (20) business days beforepromptly announce any such delay and, and at least ten (10) business days prior towhen determined, the rescheduled Election Deadline.

Election Procedures. 3.2.1. Holders of GLB Common Stock may elect to receive shares of FNFG Common Stock or cash (in either case without interest) in exchange for their shares of GLB Common Stock in accordance with the procedures set forth herein; provided that, in the aggregate, and subject to the provisions of 3.2, 50% of the total number of shares of GLB Common Stock issued and outstanding at the Effective Time, including any Dissenting Shares but excluding any Treasury Shares (the “Stock Conversion Number”), shall be converted into the Stock Consideration and the remaining outstanding shares of GLB Common Stock shall be converted into the Cash Consideration. Shares of GLB Common Stock as to which a Cash Election (including, pursuant to a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of GLB Common Stock as to which a Stock Election has been made (including, pursuant to a Mixed Election) are referred to as “Stock Election Shares.” Shares of GLB Common Stock as to which no election has been made (or as to which an Election Form is not returned properly completed) are referred to herein as “Non-Election Shares.” The aggregate number of shares of GLB Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.” Any Dissenting Shares shall be deemed to be Cash Election Shares, and the holders thereof shall in no event receive consideration comprised of FNFG Common Stock with respect to such shares; provided; however, that for purposes of making the proration calculations provided for in this Section 3.2, only Dissenting Shares as existing at the Effective Time shall be deemed Cash Election Shares. 3.2.2. An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent), in such form as GLB and FNFG shall mutually agree (“Election Form”), shall be mailed no more than 40 business days and no less than 20 business days prior to the anticipated Effective Time or on such earlier date as FNFG and GLB shall mutually agree (the “Mailing Date”) to each holder of record of GLB Common Stock as of five business days prior to the Mailing Date (the “Election Form Record Date”). Each Election Form shall permit such holder, subject to the allocation and election procedures set forth in this Section 3.2, (i) to elect to receive the Cash Consideration for all of the shares of GLB Common Stock held by such holder, in accordance with Section 3.1.3, (ii) to elect to receive the Stock Consideration for all of such shares, in accordance with Section 3.1.3, (iii) elect to receive the Stock Consideration for a part of such holder’s GLB Common Stock and the Cash consideration for the remaining part of such holder’s GLB Common Stock, or (iv) to indicate that such record holder has no preference as to the receipt of cash or FNFG Common Stock for such shares. A holder of record of shares of Company GLB Common Stock who holds such shares as nominee, trustee or in another representative capacity (a “HolderRepresentative”) shall have the rightmay submit multiple Election Forms, subject to the limitations set forth in this Article III, to submit an election with respect to provided that each such Election Form covers all the shares of Company Virginia Sub GLB Common Stock to be received held by such holder in the Reincorporation Merger in accordance with the following procedures: (a) Each Holder may specify in Representative for a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (i) the number of particular beneficial owner. Any shares of Company Virginia Sub GLB Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Share Election and (ii) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder holder thereof shall not, as a result of the Reincorporation Merger with respect Election Deadline, have made an election by submission to which such Holder desires to make a Cash Electionthe Exchange Agent of an effective, properly completed Election Form shall be deemed Non-Election Shares. (b) Parent 3.2.3. To be effective, a properly completed Election Form shall prepare a form reasonably acceptable be submitted to the Company Exchange Agent on or before 5:00 p.m., New York City time, on the 20th day following the Mailing Date (or such other time and date as FNFG and GLB may mutually agree) (the “Form of ElectionElection Deadline”) which shall be mailed to record holders of Company Common Stock so as to permit those holders to exercise their right to make an Election prior to ); provided, however, that the Election Deadline. (c) Parent shall make Deadline may not occur on or after the Form of Election initially available not less than twenty (20) business days prior to the anticipated Election Deadline and Closing Date. GLB shall use all its reasonable best efforts to make available up to two separate Election Forms, or such additional Election Forms as promptly as possible a FNFG may permit, to all persons who become holders (or beneficial owners) of GLB Common Stock between the Election Form Record Date and the close of Election to any stockholder of business on the Company who requests such Form of Election following the initial mailing of the Forms of Election and business day prior to the Election Deadline. The Form of Election GLB shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject provide to the proviso Exchange Agent all information reasonably necessary for it to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election perform as specified herein. An election shall have been properly made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have received, actually received a properly completed Election Form by the Election Deadline, a . An Election Form of Election shall be deemed properly completed and signed and only if accompanied by Company Certificate(s) one or more Certificates (which, following or customary affidavits and indemnification regarding the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which loss or destruction of such Form of Election relates Certificates or by an appropriate customary guarantee of the guaranteed delivery of such certificatesCertificates) representing all shares of GLB Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If an GLB shareholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline (without later submitting a properly completed Election Form prior to the Election Deadline), the shares of GLB Common Stock held by such shareholder shall be designated as set forth in Non-Election Shares. Any Election Form may be revoked or changed by the person submitting such Election Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Company Certificates are in fact delivered to the Exchange Agent by written notice to the time required in Exchange Agent only if such guarantee notice of deliveryrevocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. Failure FNFG shall cause the Certificate or Certificates relating to deliver shares any revoked Election Form to be promptly returned without charge to the person submitting the Election Form to the Exchange Agent. Subject to the terms of Company Common Stock covered by this Agreement and of the Election Form, the Exchange Agent shall have discretion to determine when any election, modification or revocation is received and whether any such a guarantee of delivery within the time set forth on such guarantee election, modification or revocation has been properly made. All elections shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of revoked automatically if the Exchange Agent is locatednotified in writing by FNFG or GLB, upon exercise by FNFG or GLB of its respective or their mutual rights to terminate this Agreement to the extent provided under Article XI, that this Agreement has been terminated in accordance with Article XI. 3.2.4. If the aggregate number of shares of GLB Common Stock with respect to which Stock Elections shall have been made (the “Stock Election Number”) on exceeds the date Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares of each holder thereof shall be converted into the right to receive the Cash Consideration, and Stock Election Shares of each holder thereof will be converted into the right to receive the Stock Consideration in respect of that Parent number of Stock Election Shares equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the Company denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration. 3.2.5. If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall agree be converted into the right to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) If the Shortfall Number is as near as practicable to five (5) business days prior less than or equal to the expected Closing Date. Parent number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and the Company Non-Election Shares of each holder thereof shall cooperate convert into the right to issue receive the Stock Consideration in respect of that number of Non-Election Shares equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than twenty (20) business days before, and at least ten (10) business days prior tofraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election DeadlineShares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and Cash Election Shares of each holder thereof shall convert into the right to receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.

Election Procedures. Each Subject to the terms of the Letter Agreement, each holder of record of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, and (subject to Section 3.10(c)) each holder of Company RSUs or Company PSUs (any of the foregoing, a “Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election with respect on or prior to the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger Election Deadline in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 3.3 (herein called an “Election”) (i) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Share Stock Election and (ii) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to the Company (the “Form of Election”) ), which shall be mailed by the Company to record holders of Company Common Stock and delivered to holders of Company RSUs and Company PSUs so as to permit those holders to exercise their right to make an Election prior to the Election Deadline. (c) Parent The Company shall make mail or cause to be mailed or delivered, as applicable, the Form of Election initially available to record holders of Common Stock and holders of Company RSUs and Company PSUs as of the record date for the Company Stockholder Meeting not less than twenty (20) business days Business Days prior to the anticipated Election Deadline and (the “Mailing Date”). Parent shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the one or more Forms of Election as may reasonably be requested from time to time by all persons who become holders or beneficial owners of Company Common Stock during the period following the record date for the Company Stockholder Meeting and prior to the Election Deadline. The Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election Prior to the Mailing Date, Parent shall have been made properly only if the person authorized to receive Elections and to act as appoint an exchange agent under this Agreementagent, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), for the purpose of receiving Elections and exchanging shares of Company Common Stock represented by Certificates for Merger Consideration, pursuant to an exchange agent agreement entered into prior to the Mailing Date (the “Exchange Agent Agreement”) entered into prior ). Subject to the mailing terms of the Form of Letter Agreement, any Election to Company stockholders, shall have been made properly only if the Exchange Agent shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by Certificates representing the shares of Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) 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 customary guarantee of delivery of such certificatesCertificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the United StatesExchange Act); provided, that such Company Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery, and, in the case of Book-Entry Shares, any additional documents specified in the procedures set forth in the Form of Election. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole and absolute discretion. As used herein, unless otherwise agreed in advance by the partiesCompany and Parent, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the later of (i) the date immediately prior to the Company Stockholder Meeting and (ii) the date that Parent and the Company shall agree is as near as practicable to five two (52) business days Business Days prior to the expected Closing Date. The Company and Parent and the Company shall cooperate to issue a press release reasonably satisfactory to each of them announcing the anticipated date of the Election Deadline not more than twenty fifteen (2015) business days Business Days before, and at least ten five (105) business days Business Days prior to, the Election Deadline. If the Closing is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date (which shall be the second (2nd) Business Day prior to the Closing Date) and the Company and Parent shall cooperate to promptly publicly announce such rescheduled Election Deadline and Closing.

Election Procedures. 3.2.1. Holders of Colonial Financial Common Stock may elect to receive Stock Consideration or Cash Consideration (in either case without interest) in exchange for their shares of Colonial Financial Common Stock in accordance with the following procedures, provided that, in the aggregate, 50% of the total number of shares of Colonial Financial Common Stock issued and outstanding at the Effective Time, excluding any Treasury Stock (the “Stock Conversion Number”), shall be converted into the Stock Consideration and the remaining outstanding shares of Colonial Financial Common Stock shall be converted into the Cash Consideration. Shares of Colonial Financial Common Stock as to which a Cash Election (including, pursuant to a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of Colonial Financial Common Stock as to which a Stock Election has been made (including, pursuant to a Mixed Election) are referred to as “Stock Election Shares.” Shares of Colonial Financial Common Stock as to which no election has been made (or as to which an Election Form is not returned properly completed) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Colonial Financial Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.” 3.2.2. An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent), in such form as Colonial Financial and Cape Bancorp shall mutually agree (“Election Form”), shall be mailed not less than 20 business days but not more than 40 business days prior to the anticipated Effective Time or on such earlier date as Cape Bancorp and Colonial Financial shall mutually agree (the “Mailing Date”) to each holder of record of Colonial Financial Common Stock as of five business days prior to the Mailing Date (the “Election Form Record Date”). Each Election Form shall permit such holder, subject to the allocation and election procedures set forth in this Section 3.2, (i) to elect to receive the Cash Consideration for all of the shares of Colonial Financial Common Stock held by such holder (a “Cash Election”) in accordance with Section 3.1.3, (ii) to elect to receive the Stock Consideration for all of such shares (a “Stock Election”) in accordance with Section 3.1.3, (iii) elect to receive the Stock Consideration for a part of such holder’s Colonial Financial Common Stock and the Cash Consideration for the remaining part of such holder’s Colonial Financial Common Stock (the “Cash/Stock Consideration”) (an election to receive the Cash/Stock Consideration is referred to as a “Mixed Election”), or (iv) to indicate that such record holder has no preference as to the receipt of cash or Cape Bancorp Common Stock for such shares (a “Non-Election”). A holder of record of shares of Company Colonial Financial Common Stock who holds such shares as nominee, trustee or in another representative capacity (a “HolderRepresentative”) shall have the rightmay submit multiple Election Forms, subject to the limitations set forth in this Article III, to submit an election with respect to provided that each such Election Form covers all the shares of Company Virginia Sub Colonial Financial Common Stock to be received held by such holder in the Reincorporation Merger in accordance with the following procedures: (a) Each Holder may specify in Representative for a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (i) the number of particular beneficial owner. Any shares of Company Virginia Sub Colonial Financial Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Share Election and (ii) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder holder thereof shall not, as a result of the Reincorporation Merger with respect Election Deadline, have made an election by submission to which such Holder desires to make a Cash Electionthe Exchange Agent of an effective, properly completed Election Form shall be deemed Non-Election Shares. (b) Parent 3.2.3. To be effective, a properly completed Election Form shall prepare a form reasonably acceptable be submitted to the Company Exchange Agent on or before 5:00 p.m., New York City time, on the 20th day following the Mailing Date (or such other time and date as Cape Bancorp and Colonial Financial may mutually agree) (the “Form Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Closing Date. Colonial Financial shall make available up to two separate Election Forms, or such additional Election Forms as Cape Bancorp may permit, to all persons who become holders (or beneficial owners) of Election”) which shall be mailed to record holders of Company Colonial Financial Common Stock so as to permit those holders to exercise their right to make an Election prior to between the Election Deadline. (c) Parent shall make Form Record Date and the Form close of Election initially available not less than twenty (20) business days prior to on the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and business day prior to the Election Deadline. The Form of Election Colonial Financial shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject provide to the proviso Exchange Agent all information reasonably necessary for it to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election perform as specified herein. An election shall have been properly made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have received, actually received a properly completed Election Form by the Election Deadline, a . An Election Form of Election shall be deemed properly completed and signed and only if accompanied by Company Certificate(s) one or more Certificates (which, following or customary affidavits and indemnification regarding the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which loss or destruction of such Form of Election relates Certificates or by an appropriate customary guarantee of the guaranteed delivery of such certificatesCertificates) representing all shares of Colonial Financial Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If a Colonial Financial stockholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline, the shares of Colonial Financial Common Stock held by such stockholder shall be designated as set forth in Non-Election Shares. Any Election Form may be revoked or changed by the person submitting such Election Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Company Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure written notice to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent only if such notice of revocation or change is located) on actually received by the date that Parent and the Company shall agree is as near as practicable to five (5) business days Exchange Agent at or prior to the expected Closing DateElection Deadline. Parent Cape Bancorp shall cause the Certificate or Certificates relating to any revoked Election Form to be promptly returned without charge to the person submitting the Election Form to the Exchange Agent. Subject to the terms of this Agreement and the Company shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than twenty (20) business days before, and at least ten (10) business days prior toForm, the Exchange Agent shall have discretion to determine when any election, modification or revocation is received and whether any such election, modification or revocation has been properly made. 3.2.4. If the Stock Election DeadlineNumber exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and, subject to Section 3.2.6 hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration only with respect to that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration. 3.2.5. If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 3.2.6 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 3.2.6 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.

Election Procedures. Each holder OLB and Holdings will include a copy of record an Election Form with each copy of the Prospectus/Proxy Statement mailed to holders of Holdings Common Stock in connection with the Holdings Common Stockholders’ Meeting, pursuant to which Holdings Common Stockholders will: (i) Elect to receive the Per Share Common Stock Consideration with respect to all or a portion of their shares of Company Holdings Common Stock (the “HolderCommon Stock Election Shares”); or (ii) shall have Elect to receive the right, subject to the limitations set forth in this Article III, to submit an election Per Share Cash Consideration with respect to the all or a portion of their shares of Company Virginia Sub Holdings Common Stock to be received by such holder in the Reincorporation Merger in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (i) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Share Election and (ii) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to the Company (the “Form of ElectionCash Election Shares”) which ). OLB and Holdings shall be mailed to record holders of Company Common Stock so as to permit those holders to exercise each use their right to make an Election prior to the Election Deadline. (c) Parent shall make the Form of Election initially available not less than twenty (20) business days prior to the anticipated Election Deadline and shall use all reasonable efforts to make the Election Form available as promptly as possible a Form to all persons who become holders of Election to any stockholder of Holdings Common Stock during the Company who requests such Form of Election following period between the initial mailing of record date for the Forms of Election Holdings Common Stockholders’ Meeting and prior to the Election Deadline. The Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Any Holdings Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Stockholder’s Election shall have been properly made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have receivedreceived at its designated office, by the Election Deadline, a Form of Election properly completed and signed and Election Form accompanied by Company the Holdings Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which such Election Form of Election relates relates, in form acceptable for transfer (or by an appropriate customary guarantee of delivery of such certificates, Holdings Certificate(s) as set forth in such Election Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company firm which is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the United States; provided, Exchange Act) provided that such Company Certificates Holdings Certificate(s) are in fact delivered to the Exchange Agent by the time required set forth in such guarantee of delivery). Failure If a holder of Holdings Common Stock (i) does not submit a properly completed Election Form before the Election Deadline, (ii) revokes an Election Form prior to deliver the Election Deadline and does not resubmit a properly completed Election Form prior to the Election Deadline, or (iii) otherwise fails to make an Election pursuant to Section 2.8(b) of this Agreement, then the shares of Company Holdings Common Stock covered held by such a guarantee holder shall be designated “No-Election Shares.” Nominee record holders who hold Holdings Common Stock on behalf of delivery within multiple beneficial owners shall be required to indicate how many of the time set forth on such guarantee shares held by them are Common Stock Election Shares, Cash Election Shares and No-Election Shares. For purposes of this Section 2.5, any Objecting Holdings Shares shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “have elected Cash Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date that Parent and the Company shall agree is as near as practicable to five (5) business days prior to the expected Closing Date. Parent and the Company shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than twenty (20) business days before, and at least ten (10) business days prior to, the Election DeadlineShares.

Election Procedures. Each holder Franklin and ▇▇▇▇▇▇ shall cause the Exchange Agent to mail an Election Form to holders of record of shares of Company ▇▇▇▇▇▇ Common Stock not more than fifty (“Holder”50) shall have the right, subject to the limitations set forth in this Article III, to submit an election with respect to the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (i) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Share Election Business Days and (ii) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to the Company (the “Form of Election”) which shall be mailed to record holders of Company Common Stock so as to permit those holders to exercise their right to make an Election prior to the Election Deadline. (c) Parent shall make the Form of Election initially available not less than twenty (20) business days prior to the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and Business Days prior to the Election Deadline. The Each Election Form shall permit the holder (or in the case of Election shall contain nominee record holders, the beneficial owner through proper instructions for effecting and documentation): (i) To elect to receive the surrender Stock Consideration with respect to all of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub their shares of ▇▇▇▇▇▇ Common Stock; or (ii) in exchange for receipts representing the Parent ADSs, as well as To elect to receive the Cash Consideration with respect to all of their shares of ▇▇▇▇▇▇ Common Stock; or (iii) To elect to receive the Stock Consideration with respect to a specified number of their shares of ▇▇▇▇▇▇ Common Stock and cash the Cash Consideration with respect to their remaining shares of ▇▇▇▇▇▇ Common Stock (a “Mixed Election”). With respect to each holder of ▇▇▇▇▇▇ Common Stock who makes a Mixed Election, their shares of ▇▇▇▇▇▇ Common Stock to be converted into the right to receive the Stock Consideration shall be treated as Stock Election Shares and their shares of ▇▇▇▇▇▇ Common Stock to be converted into the right to receive the Cash Consideration shall be treated as Cash Election Shares, in lieu fractional shares and, if any Holder so elects and each case subject to the proviso to the last sentence allocation rules set forth in Section 1.02(h) of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “. The Exchange Agent Agreement”) entered into prior shall use reasonable efforts to make the Election Form available to all persons who become holders of ▇▇▇▇▇▇ Common Stock during the period between the record date for the mailing of the Election Form of Election to Company stockholders, shall have received, by and the Election Deadline, . If a Form holder of Election ▇▇▇▇▇▇ Common Stock: (i) does not submit a properly completed and signed and accompanied by Company Certificate(sElection Form before the Election Deadline; (ii) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which such revokes an Election Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Company Certificates are in fact delivered prior to the Exchange Agent by Election Deadline and does not resubmit a properly completed Election Form prior to the time required in such guarantee Election Deadline; or (iii) fails to perfect his, her or its dissenters’ rights pursuant to Section 1.02(e)(v) of delivery. Failure to deliver this Agreement, the shares of Company ▇▇▇▇▇▇ Common Stock covered held by such a guarantee holder shall be deemed “No Election Shares”. Nominee record holders who hold ▇▇▇▇▇▇ Common Stock on behalf of delivery within multiple beneficial owners shall be required to indicate how many of the time set forth on such guarantee shares held by them are Stock Election Shares, Cash Election Shares and No Election Shares. For purposes of Section 1.02(h), any Dissenting ▇▇▇▇▇▇ Shares shall be deemed to invalidate be Cash Election Shares, provided that Dissenting ▇▇▇▇▇▇ Shares shall not under any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date that Parent and the Company shall agree is as near as practicable to five (5) business days prior to the expected Closing Date. Parent and the Company shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than twenty (20) business days before, and at least ten (10) business days prior to, the Election Deadlinecircumstance be converted into Reallocated Stock Shares.

Election Procedures. Each (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Certificates to the Exchange Agent) in such form as Parent shall specify and as shall be reasonably acceptable to the Company (the “Election Form”) and pursuant to which each holder of record of shares of Company Common Stock as of the close of business on the Election Form Record Date may make an election pursuant to this Section 2.3, shall be mailed at the same time as the Proxy Statement or at such other time as the Company and Parent may agree (the date on which such mailing is commenced or such other agreed date, the “HolderMailing Date”) to each holder of record of Company Common Stock as of the close of business on the record date for notice of the Company Special Meeting (the “Election Form Record Date”). (b) Each Election Form shall have permit the rightholder (or the beneficial owner through appropriate and customary documentation and instructions), subject to the limitations set forth in this Article IIIother than any holder of Appraisal Shares, to submit an election with respect to the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (i) the number of shares of such holder’s Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires holder elects to make a receive the Per Share Stock Consideration (“Stock Election and Shares”), (ii) the number of shares of such holder’s Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires holder elects to make a receive the Per Share Cash Election. Consideration (b“Cash Election Shares”), or (iii) that such holder makes no election with respect to such holder’s Company Common Stock (“No Election Shares”). Any Company Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the 33rd day following the Mailing Date (or such other time and date as the Company and Parent shall prepare a form reasonably acceptable to the Company agree) (the “Form of ElectionElection Deadline”) which shall be mailed to record holders (other than any shares of Company Common Stock so that constitute Appraisal Shares as of such time) shall also be deemed to permit those holders to exercise their right to make an be No Election prior to Shares. If the Closing has not occurred within 10 days of the Election Deadline, then, unless the Closing is then scheduled to take place by the tenth day thereafter, the Election Deadline shall be changed, unless Parent and the Company agree that no such change shall be made, to such tenth day, or such other date as is agreed to by Parent and the Company, and the Company and Parent shall make a public announcement of such new Election Deadline, if any. (c) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Company Common Stock between the Election Form Record Date and the close of Election initially available not less than twenty (20) business days prior to on the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and Business Day prior to the Election Deadline. The Form of Election , and the Company shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject provide to the proviso Exchange Agent all information reasonably necessary for it to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSsperform as specified herein. (d) Any Election such election shall have been properly made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have received, actually received a properly completed Election Form by the Election Deadline, a . An Election Form of Election shall be deemed properly completed and signed and only if accompanied by Company Certificate(s(i) one or more Certificates (which, following or customary affidavits and indemnification regarding the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which loss or destruction of such Form of Election relates Certificates or by an appropriate customary guarantee of the guaranteed delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Company Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver Certificates) representing all certificated shares of Company Common Stock covered by such a guarantee Election Form or (ii) in the case of delivery within shares in book-entry form, any additional documents specified by the time procedures set forth on in the Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the Person submitting such guarantee Election Form prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company Common Stock represented by such Election Form shall become No Election Shares and Parent shall cause the Certificates, if any, representing Company Common Stock to be deemed promptly returned without charge to invalidate any otherwise the Person submitting the Election Form upon written request to that effect from the holder who submitted the Election Form, except to the extent (if any) a subsequent election is properly made Electionwith respect to any or all of the applicable shares of Company Common Stock. Subject to the terms of this Agreement and of the Election Form, unless otherwise determined by Parentthe Exchange Agent shall have reasonable discretion to determine whether any election, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (revocation or change has been properly or timely made and to disregard immaterial defects in the city in which the principal office Election Forms, and any good faith decisions of the Exchange Agent is locatedregarding such matters shall be binding and conclusive. None of Parent, Merger Sub or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. (e) on the date that Parent and the Company shall agree is as near as practicable to five (5) business days prior to the expected Closing Date. Parent and the Company shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than twenty (20) business days before, and at least Within ten (10) business days prior to, Business Days after the Election Deadline., unless the Merger I Effective Time has not yet occurred, in which case as soon after the Merger I Effective Time as practicable (and in no event more than ten Business Days after the Merger I Effective Time), Parent shall cause the Exchange Agent to effect the allocation among the holders of Company Common Stock of rights to receive Parent Common Stock or cash in the Merger in accordance with the Election Forms as follows:

Election Procedures. (i) Each Person (other than ▇▇▇, Topco, Canadian LP, CanHoldco or Merger Sub) who on or prior to the Election Deadline is a holder of record ▇▇▇ Common Shares shall be entitled, with respect to all or a portion of shares of Company such ▇▇▇ Common Stock (“Holder”) shall have the rightShares, subject to make an LP Election and/or a Topco Election on or prior to the limitations Election Deadline to receive the LP Consideration and/or the Topco Consideration on the basis set forth in this Article IIIAgreement. Each Person receiving LP Consideration pursuant to the Merger shall be deemed, by virtue of such receipt of such LP Consideration and without any further action on any such Person’s part, to submit have (1) executed the Partnership Agreement as a holder of an LP Unit and (2) agreed to the rights, privileges, restrictions and conditions of the LP Units. (ii) Topco and Canadian LP shall prepare an election form, in form and substance acceptable to ▇▇▇ and Topco with such provisions as ▇▇▇ and Topco may specify (the “Election Form”) pursuant to which a holder of ▇▇▇ Common Shares may make an LP Election and/or a Topco Election with respect to all or a portion of the shares of Company Virginia Sub ▇▇▇ Common Stock to be received Shares held by such holder. ▇▇▇ or Topco shall mail, or shall cause the Exchange Agent to mail, the Election Form to holders of ▇▇▇ Common Shares. Each Election Form shall permit the record holder in (or the Reincorporation Merger in accordance with the following procedures: (abeneficial owner through appropriate and customary documentation and instructions) Each Holder may to specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (i) the number of shares of Company Virginia Sub such ▇▇▇▇▇▇’▇ ▇▇▇ Common Stock to be owned by such Holder as a result of the Reincorporation Merger Shares with respect to which such Holder desires holder makes an LP Election and/or a Topco Election (and, if relevant, the specific lot of ▇▇▇ Common Shares to make a which such election relates) in connection with the Merger. Any ▇▇▇ Common Share Election and (ii) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m. on the Business Day that is three Business Days prior to the Closing Date (which date shall be publicly announced by ▇▇▇ as soon as reasonably practicable but in no event less than five Business Days prior to the anticipated Closing Date) (or such Holder desires other time and date as ▇▇▇ may specify) (the “Election Deadline”) shall be deemed to make have made a Cash Topco Election. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and ▇▇▇ shall promptly announce any such delay and, when determined, the rescheduled Election Deadline, which rescheduled Election Deadline if necessary shall be at the discretion of ▇▇▇; provided that at least one Business Day of advance notice thereof shall have been provided. (biii) Parent ▇▇▇ shall prepare a form make Election Forms available as may reasonably acceptable be requested from time to the Company time by all Persons who become holders (the “Form or beneficial owners) of Election”) which shall be mailed to record holders of Company ▇▇▇ Common Stock so as to permit those holders to exercise their right to make an Election Shares prior to the Election Deadline, and ▇▇▇ shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein and as specified in any agreement with the Exchange Agent. (civ) Parent Any election made pursuant to this ‎Section 3.8(b) shall make have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form of Election initially available not less than twenty (20) business days prior to the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. The An Election Form of Election with respect to ▇▇▇ Common Shares shall contain instructions for effecting the surrender of Company Certificates be deemed properly completed only (which, following the Reincorporation Merger shall represent Company Virginia Sub i) with respect to ▇▇▇ Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares andShares represented by Certificates, if accompanied by one or more Certificates duly endorsed in blank or otherwise in form acceptable for transfer on the books of ▇▇▇ (or, with respect to any Holder so elects and subject to the proviso to the last sentence Certificate that has been lost, stolen or destroyed, an affidavit of Section 2.4(a)(iv), Parent Ordinary Shares lost certificate in account entry a form in lieu of Parent ADSs. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”)) or (ii) with respect to Uncertificated ▇▇▇ Shares and ▇▇▇ Book Entry Shares, pursuant to upon the Exchange Agent’s receipt of an agreement (“agent’s message” by the “Exchange Agent Agreement”) entered into or such other evidence of transfer of Uncertificated ▇▇▇ Shares or ▇▇▇ Book Entry Shares, as applicable, as the Exchange Agent may reasonably request, collectively representing all ▇▇▇ Common Shares covered by such Election Form, in each case together with duly executed transmittal materials included with the Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form by submitting written notice that is received by the Exchange Agent on or prior to the mailing of Election Deadline. In the event an Election Form of Election is revoked on or prior to Company stockholders, shall have received, by the Election Deadline, the ▇▇▇ Common Shares represented by such Election Form shall become Topco Electing Shares and ▇▇▇ shall cause all Certificates representing such ▇▇▇ Common Shares, together with any applicable Uncertificated ▇▇▇ Shares or ▇▇▇ Book Entry Shares, to be promptly returned without charge to the Person submitting the Election Form upon such revocation or written request to that effect from the holder who submitted the Election Form; provided, however, that a Form of Election properly completed and signed and accompanied by Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) subsequent election may be made with respect to which such Form of Election relates any or by an appropriate customary guarantee of delivery all of such certificates▇▇▇ Common Shares if the holder thereof complies with the procedures, as terms and conditions set forth in such Form this ‎Section 3.8(b). In addition, all LP Elections shall automatically be revoked and all Certificates representing ▇▇▇ Common Shares, all Uncertificated ▇▇▇ Shares and all ▇▇▇ Book Entry Shares shall be promptly returned without charge if this Agreement is terminated in accordance with ‎Article XI. (v) Subject to the terms of Electionthis Agreement and the Election Form, from a member of the Exchange Agent, in consultation with ▇▇▇, shall have reasonable discretion to determine whether any registered national securities exchange election, revocation or a commercial bank change has been properly or trust company timely made and to disregard immaterial defects in the United States; providedElection Forms, that such Company Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate and any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office good faith decisions of the Exchange Agent is located) on regarding such matters shall be binding and conclusive. None of ▇▇▇, Topco, Canadian LP, Merger Sub or the date that Parent and the Company Exchange Agent shall agree is as near as practicable be under any obligation to five (5) business days prior to the expected Closing Date. Parent and the Company shall cooperate to issue a press release reasonably satisfactory to each notify any Person of them announcing the date of the any defect in an Election Deadline not more than twenty (20) business days before, and at least ten (10) business days prior to, the Election DeadlineForm.

Election Procedures. Each holder of record of shares of Company Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election with respect to the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger in accordance with the following procedures: (a) Each Holder may An election form and other appropriate and customary transmittal materials (which shall specify in a request made in accordance with that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon the provisions of this Section 3.1 (herein called an “Election”) (i) the number of shares of Company Virginia Sub Common Stock later to be owned by such Holder as a result occur of the Reincorporation Merger with respect proper delivery of such Certificates to which such Holder desires a bank or trust company designated by Buyer and reasonably satisfactory to make a Share Election and (ii) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to the Company Seller (the “Form of ElectionExchange Agent”) which and the Effective Time) in such form as Seller and Buyer shall mutually agree (the “Election Form”), shall be mailed to record holders of Company Common Stock so as to permit those holders to exercise their right to make an Election prior to on a date (the Election Deadline. (c“Mailing Date”) Parent shall make the Form of Election initially available not less no more than twenty (20) 40 and no fewer than 20 business days prior to the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form each holder of Election to any stockholder record of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. The Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Seller Common Stock. Each Election Form shall permit the holder of record of Seller Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) in exchange for receipts representing the Parent ADSs, as well as to (i) elect to receive the Cash Consideration and cash in lieu fractional for all or a specified portion of such holder’s shares and(a “Cash Election”), if any Holder so elects and subject (ii) elect to receive the Stock Consideration for all or a specified portion of such holder’s shares (a “Stock Election”), or (iii) make no election with respect to the proviso to receipt of the last sentence Cash Consideration or the Stock Consideration (a “Nonelection”); provided, that, notwithstanding any other provision of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person the aggregate Stock Consideration shall be a bank or trust company selected by Parent and reasonably acceptable to the Company equal 939,372 shares of Buyer Common Stock (the “Stock Conversion Number”). A record holder acting in different capacities or acting on behalf of other persons in any way will be entitled to submit an Election Form for each capacity in which such record holder so acts with respect to each Person for which it so acts. Shares of Seller Common Stock as to which a Cash Election has been made are referred to herein as “Cash Election Shares.” Shares of Seller Common Stock as to which a Stock Election has been made are referred to herein as “Stock Election Shares.” Shares of Seller Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “Nonelection Shares.” The aggregate number of shares of Seller Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.” (b) To be effective, a properly completed Election Form shall be submitted to the Exchange AgentAgent on or before 5:00 p.m., New York City local time, on a date no later than the fifth business day after the Closing Date (which date shall be publicly announced by Buyer as early as practicable prior to such date) (the “Election Deadline”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have received, accompanied by the Election Deadline, a Form of Election properly completed and signed and accompanied by Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) Certificates as to which such Election Form is being made, by customary affidavits and indemnification regarding the loss or destruction of Election relates such Certificates or by an appropriate customary guarantee of delivery of such certificatesCertificates, as set forth in such Form of Electionthe Election Form, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; States (provided, that such Company Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure ; failure to deliver shares of Company Seller Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Electionelection, unless otherwise determined by ParentBuyer, in its sole discretion). As used hereinFor shares of Seller Common Stock held in book-entry form, unless otherwise agreed Buyer shall establish procedures for delivery of such shares, which procedures shall be reasonably acceptable to Seller. If a holder of Seller Common Stock either (i) does not submit a properly completed Election Form in advance a timely fashion with respect to any of such holder’s shares of Seller Common Stock or (ii) revokes the holder’s Election Form with respect to any of such holder’s shares of Seller Common Stock prior to the Election Deadline (without later submitting a properly completed Election Form prior to the Election Deadline with respect to such shares), such shares of Seller Common Stock held by such holder shall be designated Nonelection Shares. In addition, all Election Forms shall automatically be revoked, and all Certificates promptly returned by the partiesExchange Agent, “if the Exchange Agent is notified in writing by Buyer and Seller that this Agreement has been terminated. Subject to the terms of this Agreement and of the Election Deadline” means 5:00 p.m. local time (Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the city in which the principal office any Election Form, and any good faith decisions of the Exchange Agent is locatedregarding such matters shall be binding and conclusive. Neither Buyer nor the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. (c) on The allocation among the date that Parent holders of shares of Seller Common Stock of rights to receive the Cash Consideration and the Company Stock Consideration will be made as follows: (i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Nonelection Shares shall agree is as near as practicable be converted into the right to five (5) business days prior receive the Cash Consideration, and each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the expected Closing Date. Parent product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the Company denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; (ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall cooperate be converted into the right to issue receive the Stock Consideration and the Nonelection Shares and the Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Nonelection Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and each holder of Nonelection Shares shall receive the Stock Consideration in respect of that number of Nonelection Shares held by such holder equal to the product obtained by multiplying (x) the number of Nonelection Shares held by such holder by (y) a press release reasonably satisfactory fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Nonelection Shares, with the remaining number of such holder’s Nonelection Shares being converted into the right to each receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of them announcing Nonelection Shares, then all Nonelection Shares shall be converted into the date of right to receive the Election Deadline not more than twenty (20) business days beforeStock Consideration, and at least ten each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (10x) business days prior tothe number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Nonelection Shares and the denominator of which is the total number of Cash Election DeadlineShares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.

Election Procedures. Each (1) An election form and other appropriate and customary transmittal materials in such form as Zions and Amegy shall mutually agree (the “Election Form”) shall be mailed thirty-five days prior to the anticipated Closing Date or on such other date as Amegy and Zions shall mutually agree (the “Mailing Date”) to each holder of record of shares of Company Amegy Common Stock (“Holder”) shall have as of the right, subject close of business on the fifth business day prior to the limitations set forth in this Article III, to submit an election with respect to Mailing Date (the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger in accordance with the following procedures:“Election Form Record Date”). (a2) Each Holder may Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (iA) the number of shares of Company Virginia Sub such holder’s Amegy Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires holder elects to make a receive the Per Share Stock Consideration (“Stock Election and Shares”), (iiB) the number of shares of Company Virginia Sub such holder’s Amegy Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires holder elects to make a receive the Per Share Cash ElectionConsideration (“Cash Election Shares”) or (C) that such holder makes no election with respect to such holder’s Amegy Common Stock (“No Election Shares”). Any Amegy Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., on the 30th day following the Mailing Date (or such other time and date as Zions and Amegy may mutually agree) (the “Election Deadline”) shall also be deemed to be No Election Shares. (b3) Parent Zions shall prepare make available one or more Election Forms as may reasonably be requested from time to time by any person who becomes a form reasonably acceptable to the Company holder (the “Form or beneficial owner) of Election”) which shall be mailed to record holders of Company Amegy Common Stock so as to permit those holders to exercise their right to make an between the Election Form Record Date and the close of business on the business day prior to the Election Deadline, and Amegy shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (c4) Parent Any such election shall make have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Old Certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of Amegy Common Stock covered by such Election initially available not less than twenty (20) business days prior to Form, together with duly executed transmittal materials included in the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form. Any Election Form of may be revoked or changed by the person submitting such Election to any stockholder of Form, only by written notice received by the Company who requests such Form of Election following the initial mailing of the Forms of Election and Exchange Agent prior to the Election Deadline. The In the event an Election Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into is revoked prior to the mailing of Election Deadline, unless a subsequent properly completed Election Form is submitted and actually received by the Form of Election to Company stockholders, shall have received, Exchange Agent by the Election Deadline, a the shares of Amegy Common Stock represented by such Election Form shall become No Election Shares and Zions shall cause the Old Certificates to be promptly returned without charge to the person submitting the Election Form upon written request to that effect from the holder who submitted the Election Form. Subject to the terms of this Agreement and of the Election properly completed and signed and accompanied by Company Certificate(s) (whichForm, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Company Certificates are in fact delivered to the Exchange Agent by shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the time required in Election Forms, and any good faith decisions of Zions regarding such guarantee of delivery. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee matters shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretionbinding and conclusive. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of Neither Zions nor the Exchange Agent is located) on the date that Parent and the Company shall agree is as near as practicable be under any obligation to five notify any person of any defect in an Election Form. (5) Within ten business days prior after the Effective Time, Zions shall cause the Exchange Agent to effect the expected Closing Date. Parent and allocation among the Company shall cooperate holders of Amegy Common Stock of rights to issue a press release reasonably satisfactory to each of them announcing receive Zions Common Stock or cash in the date of Merger in accordance with the Election Deadline not more than twenty (20) business days before, and at least ten (10) business days prior to, the Election Deadline.Forms as follows:

Election Procedures. Each holder (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of record of loss and title to the Certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Certificates to the Exchange Agent) in such form as Parent shall specify and as shall be reasonably acceptable to the Company (the “HolderElection Form”) shall have be mailed together with the rightProxy Statement or at such other time as the Company and Parent may agree (the “Mailing Date”) to each holder of record of Company Common Stock as of the close of business on the record date for notice of the Company Special Meeting (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), subject to the limitations set forth in this Article IIIother than any holder of Dissenting Shares, to submit an election with respect to the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (i) the number of shares of such holder’s Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires holder elects to make a receive the Per Share Stock Consideration (“Stock Election and Shares”), (ii) the number of shares of such holder’s Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires holder elects to make a receive the Per Share Cash Election. Consideration (b“Cash Election Shares”), or (iii) that such holder makes no election with respect to such holder’s Company Common Stock (“No Election Shares”). Any Company Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., Houston time, on the 33rd day following the Mailing Date (or such other time and date as the Company and Parent shall prepare a form reasonably acceptable to the Company agree) (the “Form of ElectionElection Deadline”) which shall be mailed to record holders (other than any shares of Company Common Stock so that constitute Dissenting Shares as of such time) shall also be deemed to permit those holders to exercise their right to make an be “No Election prior to the Election DeadlineShares.” (c) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Company Common Stock between the Election Form Record Date and the close of Election initially available not less than twenty (20) business days prior to on the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and Business Day prior to the Election Deadline. The Form of Election , and the Company shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject provide to the proviso Exchange Agent all information reasonably necessary for it to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSsperform as specified herein. (d) Any Election such election shall have been properly made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have received, actually received a properly completed Election Form by the Election Deadline, a . An Election Form of Election shall be deemed properly completed and signed and only if accompanied by Company Certificate(s) one or more Certificates (which, following or customary affidavits and indemnification regarding the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which loss or destruction of such Form of Election relates Certificates or by an appropriate customary guarantee of the guaranteed delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Company Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver Certificates) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company Common Stock represented by such Election Form shall become No Election Shares and Parent shall cause the Certificates representing Company Common Stock to be promptly returned without charge to the Person submitting the Election Form upon written request to that effect from the holder who submitted the Election Form, except to the extent (if any) a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise subsequent election is properly made Electionwith respect to any or all of the applicable shares of Company Common Stock. Subject to the terms of this Agreement and of the Election Form, unless otherwise determined by Parentthe Exchange Agent shall have reasonable discretion to determine whether any election, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (revocation or change has been properly or timely made and to disregard immaterial defects in the city in which the principal office Election Forms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, Purchaser or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. (e) Within ten Business Days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon after the Effective Time as practicable (and in no event more than ten Business Days after the Effective Time), Parent shall cause the Exchange Agent to effect the allocation among the holders of Company Common Stock of rights to receive Parent Common Stock or cash in the Merger in accordance with the Election Forms as follows: (i) Cash Election Shares More Than Total Cash Amount. If the aggregate cash amount that would be paid upon the conversion of the Cash Election Shares in the Merger is locatedgreater than the Total Cash Amount, then: (1) on all Stock Election Shares and No Election Shares shall be converted into the date right to receive the Per Share Stock Consideration, (2) the Exchange Agent shall then select from among the Cash Election Shares, by a pro rata selection process, a sufficient number of shares (“Stock Designated Shares”) such that Parent the aggregate cash amount that will be paid in the Merger equals as closely as practicable the Total Cash Amount, and all Stock Designated Shares shall be converted into the right to receive the Per Share Stock Consideration, and (3) the Cash Election Shares that are not Stock Designated Shares will be converted into the right to receive the Per Share Cash Consideration. (ii) Cash Election Shares Less Than Total Cash Amount. If the aggregate cash amount that would be paid upon conversion of the Cash Election Shares in the Merger is less than the Total Cash Amount, then: (1) all Cash Election Shares shall be converted into the right to receive the Per Share Cash Consideration, (2) the Exchange Agent shall then select first from among the No Election Shares and then (if necessary) from among the Stock Election Shares, by a pro rata selection process, a sufficient number of shares (“Cash Designated Shares”) such that the aggregate cash amount that will be paid in the Merger equals as closely as practicable the Total Cash Amount, and all Cash Designated Shares shall be converted into the right to receive the Per Share Cash Consideration, and (3) the Stock Election Shares and the Company No Election shares that are not Cash Designated Shares shall agree be converted into the right to receive the Per Share Stock Consideration. (iii) Cash Election Shares Equal to Total Cash Amount. If the aggregate cash amount that would be paid upon conversion of the Cash Election Shares in the Merger is as near as practicable to five (5) business days prior equal to the expected Closing DateTotal Cash Amount, then subparagraphs (i) and (ii) above shall not apply and all Cash Election Shares shall be converted into the right to receive the Per Share Cash Consideration and all Stock Election Shares and No Election Shares shall be converted into the right to receive the Per Share Stock Consideration. Notwithstanding anything in this Agreement to the contrary, for purposes of determining the allocations set forth in this Section 1.7(e), Parent and shall have the right, but not the obligation, to require that any shares of Company shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date Common Stock that constitute Dissenting Shares as of the Election Deadline not more than twenty be treated as Cash Election Shares, although no such shares shall be subject to any of the pro rata selection processes contemplated by this Section 1.7(e). (20f) business days before, The pro rata selection process to be used by the Exchange Agent shall consist of such equitable pro ration processes as shall be mutually determined by Parent and at least ten (10) business days prior to, the Election DeadlineCompany.

Election Procedures. Each holder of record of shares of Company Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election with respect to the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 3.2 (herein called an “Election”) (i) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Share Stock Election and (ii) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Cash Election. (b) Parent Acquiror shall prepare a form reasonably acceptable to the Company (the “Form of Election”) which shall be mailed to record holders of Company Common Stock so as to permit those holders to exercise their right to make an Election prior to the Election Deadline. (c) Parent Acquiror shall make cause the Form of Election initially available not less than twenty (20) business days prior to the anticipated Election Deadline and shall use all reasonable efforts be sent to make available holders of record as promptly as possible reasonably practicable following the time of mailing of a Form proxy statement in definitive form relating to the meeting of Election to any stockholder the stockholders of the Company who requests such Form to be held to vote on the adoption of Election following this Agreement (the initial mailing “Proxy Statement/Prospectus”) to the holders of record of Company Common Stock for purposes of the Forms of Election Company Stockholders Meeting, or on such other date as the Acquiror and Company shall mutually agree, and thereafter from time to time as the Company may reasonably request until three days prior to the Election Deadline. The Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election shall have been made properly only if the person Person authorized to receive Elections and to act as exchange agent under this Agreement, which person Person shall be a bank or trust company selected by Parent Acquiror and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholdersshareholders, shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) Certificates to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificatesCertificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, provided that such Company Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by ParentAcquiror, in its sole discretion. For shares of Company Common Stock held in book entry form, Acquiror shall establish procedures for delivery of such shares, which procedures shall be reasonably acceptable to the Company. In the event that a shareholder of the Company has provided a notice of intent to demand fair value (a “Notice of Dissenter’s Intent”) pursuant to Section 262 of the DGCL, any Election submitted by such shareholder prior to submission of such Notice of Dissenter’s Intent shall be deemed withdrawn, and any Election submitted by such shareholder after submission of such Notice of Dissenter’s Intent (unless such Notice of Dissenter’s Intent shall have theretofore been withdrawn) shall be deemed invalid. (e) As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local New York City time on the later of (in 1) the city in which the principal office date of the Exchange Agent is locatedmeeting of the Company shareholders pursuant to Section 7.3 and (2) on the date that Parent Acquiror and the Company shall agree is as near as practicable to five (5) business days prior to the expected Closing Date. Parent and the Company Acquiror shall cooperate to issue a press release reasonably satisfactory to each of them announcing informing the date Company’s shareholders of the Election Deadline not more than twenty (20) business days before, and at least ten (10) business days prior to, as promptly as practicable following the Election Deadlinedetermination thereof.

Election Procedures. Each (a) An election form and other appropriate and customary transmittal materials in such form as Parent and the Company shall mutually agree (the “Election Form”) shall be (i) filed by Parent as an exhibit to the Form S-4, and (ii) mailed by the Company, together with the Joint Proxy Statement/Prospectus, to each holder of record of shares Shares as of Company Common Stock the record date for the Stockholders Meeting (the “HolderRecord Date”) shall have the right, subject to the limitations set forth in this Article III, to submit an election with respect to the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger in accordance with the following procedures:). (ab) Each Holder may Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of Shares to specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (iA) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger holder’s Shares with respect to which such Holder desires holder elects to make a receive the Per Share Stock Consideration (“Stock Election and Shares”), (iiB) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger holder’s Shares with respect to which such Holder desires holder elects to make a receive the Per Share Cash Election. Consideration (b“Cash Election Shares”) Parent shall prepare a form reasonably acceptable or (C) that such holder makes no election with respect to such holder’s Shares (“No Election Shares”). Any Shares with respect to which the Company Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York City time, on the date that is five (5) business days preceding the Closing Date (the “Form of ElectionElection Deadline”) which shall be mailed deemed to record holders of Company Common Stock so as to permit those holders to exercise their right to make an be No Election prior to the Election DeadlineShares. (c) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by any Person that becomes a holder (or beneficial owner) of Shares during the Form of period between the Record Date and the Election initially available not less than twenty (20) business days prior Deadline, and the Company shall provide to the anticipated Exchange Agent all information with respect to such holder reasonably necessary for it to perform as specified herein. (d) Any election contemplated in Section 4.2(b) shall be considered to have been properly made only if the Exchange Agent shall have actually received a properly completed Election Deadline Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and shall use indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such Certificates) representing all reasonable efforts to make available as promptly as possible a Shares covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form of may be revoked or changed by the Person submitting such Election to any stockholder of Form only by written notice received by the Company who requests such Form of Election following the initial mailing of the Forms of Election and Exchange Agent prior to the Election Deadline. The In the event an Election Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into is revoked prior to the mailing of Election Deadline, unless a subsequent properly completed Election Form is submitted and actually received by the Form of Election to Company stockholders, shall have received, Exchange Agent by the Election Deadline, a the Shares represented by such revoked Election Form shall be deemed No Election Shares, and Parent shall cause the Certificates to be promptly returned without charge to the holder submitting the Election Form upon written request to that effect from such holder. Subject to the terms of this Agreement and of the Election Form, Parent and the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly completed or timely made and signed to disregard immaterial defects in the Election Forms, and accompanied by Company Certificate(sany good faith decisions of the Exchange Agent or Parent regarding such matters shall be binding and conclusive. Neither Parent nor the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. (e) Notwithstanding any other provision contained in this Agreement, the total number of Shares that will be converted into the right to receive the Per Share Cash Consideration pursuant to Section 4.1(a) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificatesfor this purpose, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Company Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined include Shares that are owned by Parent, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time Dissenting Stockholders) shall equal (in the city in i) 12,725,035 Shares (which the principal office constitute 33% of the Exchange Agent is locatedtotal number of Shares outstanding as of October 31, 2012), plus (ii) on 33% of the number of Shares that are issued from and after October 31, 2012 and prior to the Effective Time, pursuant to the exercise or vesting of Company Options or Company RSUs outstanding as of the date that Parent hereof (clauses (i) and (ii), together, the Company shall agree is as near “Target Cash Conversion Number”). (f) As soon as practicable to after the Effective Time (and in no event later than five (5) business days prior after the Effective Time), Parent shall cause the Exchange Agent to effect the expected Closing Date. allocation among the holders of Shares of rights to receive Parent and Common Stock or cash in the Company shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of Merger in accordance with the Election Deadline not more than twenty (20) business days before, and at least ten (10) business days prior to, the Election Deadline.Forms as follows:

Election Procedures. Each An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing Seller Common Stock shall pass, only upon proper delivery of such cer- tificates to an exchange agent designated by Buyer (the "Ex- change Agent")) in such form as Buyer and Seller shall mutually agree ("Election Form") shall be mailed approximately 25 days prior to the anticipated Effective Time or on such other date as Buyer and Seller shall mutually agree ("Mailing Date") to each holder of record of shares Seller Common Stock as of Company five busi- ness days prior to the Mailing Date ("Election Form Record Date"). Buyer shall determine the anticipated Effective Time (the "Anticipated Effective Time") in its sole discretion and the failure of the Effective Time to occur at the Anticipated Effective Time for purposes of this Section 1.08 shall not af- fect the time periods which are established for purposes of these election procedures. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documenta- tion and instructions) to elect to receive only Buyer Common Stock with respect to such holder's Seller Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this Article III"Stock Election Shares"), to submit an election elect to receive only cash with respect to the shares of Company Virginia Sub such holder's Seller Common Stock ("Cash Election Shares") or to be received by indicate that such holder in the Reincorporation Merger in accordance with the following procedures: makes no election (a) Each Holder may specify in a request made in accordance with the provisions "No Election Shares"). For purposes of this Section 3.1 (herein called an “Election”) (i) 1.08, Dissenting Shares shall be treated as Cash Election Shares but shall not be con- verted into the number of shares of Company Virginia Sub Per Share Stock Consideration or the Per Share Cash consideration except as provided in Section 1.11. Any Seller Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent an effective, properly completed Election Form on or before 5:00 p.m. on the 20th day following the Mailing Date (or such Holder desires other time and date as Buyer and Seller may mutually agree) (the "Election Deadline") shall be deemed to be "No Election Shares." Buyer shall promptly make a Share Election and available one or more Elec- tion Forms as may be reasonably requested by all persons who become holders (iior beneficial owners) the number of shares of Company Virginia Sub Seller Common Stock to be owned by such Holder as a result between the Election Form Record Date and close of business on the Reincorporation Merger with respect to which such Holder desires to make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to the Company (the “Form of Election”) which shall be mailed to record holders of Company Common Stock so as to permit those holders to exercise their right to make an Election business day prior to the Election Deadline. (c) Parent , and Seller shall make the Form of Election initially available not less than twenty (20) business days prior provide to the anticipated Exchange Agent all information reasonably necessary for it to perform as specified herein. Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Deadline Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates (or customary affidavits and shall use indemni- fication regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all reasonable efforts to make available as promptly as possible a shares of Seller Common Stock covered by such Election Form, together with duly executed transmittal materials in- cluded in the Election Form. Any Election Form of may be revoked or changed by the person submitting such Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and at or prior to the Election Deadline. The In the event an Election Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into is revoked prior to the mailing of the Form of Election to Company stockholders, shall have received, by the Election Deadline, a the shares of Seller Common Stock represented by such Election Form shall become No Election Shares and Buyer shall cause the certificates repre- senting Seller Common Stock to be promptly returned without charge to the person submitting the Election Form upon written request to that effect from the person who submitted the Elec- tion Form. Subject to the terms of this Agreement and of the Election properly completed and signed and accompanied by Company Certificate(s) (whichForm, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Company Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure shall have reasonable discre- tion to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed determine whether any election, revocation or change has been properly or timely made and to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (disregard immaterial defects in the city in which the principal office Election Forms, and any good faith decisions of the Exchange Agent is located) on regarding such matters shall be binding and conclusive. Neither Buyer nor the date that Parent and the Company Exchange Agent shall agree is as near as practicable be un- der any obligation to five (5) business days prior to the expected Closing Date. Parent and the Company shall cooperate to issue a press release reasonably satisfactory to each notify any person of them announcing the date of the any defect in an Election Deadline not more than twenty (20) business days before, and at least ten (10) business days prior to, the Election DeadlineForm.

Election Procedures. Each holder (i) All elections in accordance with this Section 2.7 shall be made on a form designed for that purpose and mutually acceptable to the Company and Parent (a “Form of Election”) which will be filed as an exhibit to the Form S-4 and mailed to the holders of record of shares of Company Common Stock as of the record date for the Company Shareholders’ Meeting or on such other date as Parent and the Company mutually agree (the “HolderForm of Election Date”). The Form of Election shall be used by each record holder of shares of Company Common Stock (or, in the case of nominee record holders, the beneficial owner through proper instructions and documentation) who wishes to make a Cash Election or a Stock Election or a combination of both for any and all shares of Company Common Stock held by such holder. The Company shall have make available one or more Forms of Election as may be reasonably requested by any Person who becomes a holder (or beneficial owner) of shares of Company Common Stock between the right, subject Form of Election Date and the close of business on the Business Day prior to the limitations set forth in this Article IIIElection Date. (ii) For elections to be effective, to submit an election (A) with respect to shares of Company Common Stock represented by Certificates, a Form of Election and a Letter of Transmittal must be properly completed, signed and actually received by the Exchange Agent and accompanied by the Certificates representing all the shares of Company Virginia Sub Common Stock as to be received by which such holder a Form of Election is being made, duly endorsed in blank or otherwise in form acceptable for transfer on the Reincorporation Merger books of the Company (or an affidavit of lost certificate in accordance with the following procedures: Section 2.10), or (aB) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (i) the number of respect to shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Share Election and (ii) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Cash Election. (b) that are held in book-entry form, Parent shall prepare a form establish procedures for the delivery of such shares, which procedures shall be reasonably acceptable to the Company (the any election that satisfies either (A) or (B), an “Form of Election”) which shall be mailed to record holders of Company Common Stock so as to permit those holders to exercise their right to make an Election prior to the Election Deadline). (ciii) Parent shall make An Election must be received by the Form of Election initially available Exchange Agent not less later than twenty 5:00 p.m. California time on (20A) business days prior to the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder date of the Company who requests such Form of Election Shareholders’ Meeting or, (B) if the Closing Date is more than four (4) Business Days following the initial mailing Company Shareholders’ Meeting, the Business Day immediately preceding the Closing Date (either of (A) or (B), the Forms of “Election and prior to the Election Deadline. The Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common StockDate”) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject order to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) be effective. Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Company Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Common Stock covered by such for which the record holder has not, as of 5:00 p.m., California time, on the Election Date, properly submitted a guarantee properly completed Form of delivery within Election to the time set forth on such guarantee shall Exchange Agent will be deemed to invalidate be Non-Electing Shares. After a Cash Election or Stock Election is validly made with respect to any otherwise properly shares of Company Common Stock, no further registration of transfers of such shares shall be made Electionon the stock transfer books of the Company, unless otherwise determined by Parentand until such Cash Election or Stock Election is properly revoked. In addition, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “all Forms of Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of shall automatically be revoked if the Exchange Agent is locatednotified in writing by Parent and the Company that the Merger has been abandoned. (iv) on the date that Parent and the Company shall agree is as near as practicable to publicly announce the anticipated Election Date at least five (5) business days Business Days prior to the expected anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Date shall be subsequently delayed to a subsequent date, and Parent and the Company shall cooperate promptly announce any such delay and, when determined, the rescheduled Election Date. (v) Subject to issue a press release reasonably satisfactory to each of them announcing the date provisions of the agreement entered into with the Exchange Agent, the Exchange Agent shall have the discretion to determine whether Forms of Election Deadline not more than twenty (20) business days beforehave been properly completed, signed, and at least ten (10) business days timely submitted or to disregard defects in forms. Any such determination of Parent or the Exchange Agent shall be conclusive and binding, absent manifest error. Neither 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. Any shares of Company Common Stock relating to which the record holder is deemed to have not submitted a valid Election on or prior to, to the Election DeadlineDate shall be deemed to be Non-Electing Shares. (vi) Any Cash Election or Stock Election may be (A) changed by written notice received by the Exchange Agent prior to 5:00 p.m., California time, on the Election Date, accompanied by a properly completed and signed revised Form of Election or (B) revoked with respect to all or a portion of the shares of Company Common Stock subject thereto by the holder who submitted the applicable Form of Election by written notice received by the Exchange Agent prior to 5:00 p.m., California time, on the Election Date. In addition, Cash Elections and Stock Elections shall automatically be revoked if this Agreement is terminated in accordance with Article VIII. If a Cash Election or Stock Election is revoked with respect to shares of Company Common Stock represented by a Certificate, such Certificate shall promptly be returned to the holder that submitted the same to the Exchange Agent. (vii) The Exchange Agent shall make all the computations contemplated by this Section 2.7(b), including the determination of the number of Cash Electing Shares, Stock Electing Shares and Non-Electing Shares and, after consultation with Parent and the Company, all such computations will be conclusive and binding on the former holders of shares of the Company Common Stock absent manifest error. The Exchange Agent may, with the agreement of Parent and the Company, make such reasonable rules as are consistent with this Section 2.7 for the implementation of the Elections provided for herein as shall be necessary or desirable to effect fully such Elections.

Election Procedures. 3.2.1. Holders of LNB Bancorp Common Stock may elect to receive Stock Consideration or Cash Consideration (in either case without interest) in exchange for their shares of LNB Bancorp Common Stock in accordance with the following procedures, provided that, in the aggregate, 50% of the total number of shares of LNB Bancorp Common Stock issued and outstanding at the Effective Time, excluding any Treasury Stock (the “Stock Conversion Number”), shall be converted into the Stock Consideration and the remaining outstanding shares of LNB Bancorp Common Stock shall be converted into the Cash Consideration. Shares of LNB Bancorp Common Stock as to which a Cash Election (including, pursuant to a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Dissenting Shares shall be considered Cash Election Shares for purposes of determining the number of Cash Election Shares. Shares of LNB Bancorp Common Stock as to which a Stock Election has been made (including, pursuant to a Mixed Election) are referred to as “Stock Election Shares.” Shares of LNB Bancorp Common Stock as to which no election has been made (or as to which an Election Form is not returned properly completed) are referred to herein as “Non-Election Shares.” The aggregate number of shares of LNB Bancorp Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.” 3.2.2. An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent), in such form as LNB Bancorp and Northwest Bancshares shall mutually agree (“Election Form”), shall be mailed not less than 20 business days but not more than 40 business days prior to the anticipated Effective Time or on such earlier date as Northwest Bancshares and LNB Bancorp shall mutually agree (the “Mailing Date”) to each holder of record of LNB Bancorp Common Stock as of five business days prior to the Mailing Date (the “Election Form Record Date”). Each Election Form shall permit such holder, subject to the allocation and election procedures set forth in this Section 3.2, (i) to elect to receive the Cash Consideration for all of the shares of LNB Bancorp Common Stock held by such holder (a “Cash Election”) in accordance with Section 3.1.3, (ii) to elect to receive the Stock Consideration for all of such shares (a “Stock Election”) in accordance with Section 3.1.3, (iii) elect to receive the Stock Consideration for a part of such holder’s LNB Bancorp Common Stock and the Cash Consideration for the remaining part of such holder’s LNB Bancorp Common Stock (the “Cash/Stock Consideration”) (an election to receive the Cash/Stock Consideration is referred to as a “Mixed Election”), or (iv) to indicate that such record holder has no preference as to the receipt of cash or Northwest Bancshares Common Stock for such shares (a “Non-Election”). A holder of record of shares of Company LNB Bancorp Common Stock who holds such shares as nominee, trustee or in another representative capacity (a “HolderRepresentative”) shall have the rightmay submit multiple Election Forms, subject to the limitations set forth in this Article III, to submit an election with respect to provided that each such Election Form covers all the shares of Company Virginia Sub LNB Bancorp Common Stock to be received held by such holder in the Reincorporation Merger in accordance with the following procedures: (a) Each Holder may specify in Representative for a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (i) the number of particular beneficial owner. Any shares of Company Virginia Sub LNB Bancorp Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Share Election and (ii) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder holder thereof shall not, as a result of the Reincorporation Merger with respect Election Deadline, have made an election by submission to which such Holder desires to make a Cash Electionthe Exchange Agent of an effective, properly completed Election Form shall be deemed Non-Election Shares. (b) Parent 3.2.3. To be effective, a properly completed Election Form shall prepare a form reasonably acceptable be submitted to the Company Exchange Agent on or before 5:00 p.m., New York City time, on the 20th day following the Mailing Date (or such other time and date as Northwest Bancshares and LNB Bancorp may mutually agree) (the “Form Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Closing Date. LNB Bancorp shall make available up to two separate Election Forms, or such additional Election Forms as Northwest Bancshares may permit, to all persons who become holders (or beneficial owners) of Election”) which shall be mailed to record holders of Company LNB Bancorp Common Stock so as to permit those holders to exercise their right to make an Election prior to between the Election Deadline. (c) Parent shall make Form Record Date and the Form close of Election initially available not less than twenty (20) business days prior to on the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and business day prior to the Election Deadline. The Form of Election LNB Bancorp shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject provide to the proviso Exchange Agent all information reasonably necessary for it to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election perform as specified herein. An election shall have been properly made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have received, actually received a properly completed Election Form by the Election Deadline, a . An Election Form of Election shall be deemed properly completed and signed and only if accompanied by Company Certificate(s) one or more Certificates (which, following or customary affidavits and indemnification regarding the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which loss or destruction of such Form of Election relates Certificates or by an appropriate customary guarantee of the guaranteed delivery of such certificatesCertificates) representing all shares of LNB Bancorp Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If an LNB Bancorp stockholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline, the shares of LNB Bancorp Common Stock held by such stockholder shall be designated as set forth in Non-Election Shares. Any Election Form may be revoked or changed by the person submitting such Election Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Company Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure written notice to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent only if such notice of revocation or change is located) on actually received by the date that Parent and the Company shall agree is as near as practicable to five (5) business days Exchange Agent at or prior to the expected Closing DateElection Deadline. Parent Northwest Bancshares shall cause the Certificate or Certificates relating to any revoked Election Form to be promptly returned without charge to the person submitting the Election Form to the Exchange Agent. Subject to the terms of this Agreement and the Company shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than twenty (20) business days before, and at least ten (10) business days prior toForm, the Exchange Agent shall have discretion to determine when any election, modification or revocation is received and whether any such election, modification or revocation has been properly made. 3.2.4. If the Stock Election DeadlineNumber exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and, subject to Section 3.2.6 hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration only with respect to that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration. 3.2.5. If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 3.2.6 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 3.2.6 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.

Election Procedures. Each holder of record of shares of Company Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election with respect to the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 An election form and other appropriate and customary transmittal materials (herein called an “Election”) (i) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Share Election and (ii) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to the Company (the “Form of Election”) which shall be mailed to record holders of Company Common Stock so as to permit those holders to exercise their right to make an Election prior to the Election Deadline. (c) Parent shall make the Form of Election initially available not less than twenty (20) business days prior to the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. The Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of such Certificates to a bank or trust company selected designated by Parent Buyer and reasonably acceptable satisfactory to the Company (the “Exchange Agent”), pursuant to an agreement ) in such form as Company and Buyer shall mutually agree (the “Exchange Agent AgreementElection Form”), shall be mailed no more than forty (40) entered into and no less than twenty (20) Business Days prior to the mailing anticipated Election Deadline (the “Mailing Date”) to each holder of record of Company Common Stock. Each Election Form shall permit the holder of record of Company Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to (i) elect to receive the Cash Consideration for all or a portion of such holder’s shares (a “Cash Election”), (ii) elect to receive the Stock Consideration for all or a portion of such holder’s shares (a “Stock Election”), or (iii) make no election with respect to the receipt of the Form Cash Consideration or the Stock Consideration (a “Non-Election”); sixty percent (60%) of Election the total number of shares of Company Common Stock issued and outstanding immediately prior to Company stockholdersthe Effective Time, excluding any Treasury Stock (the “Stock Conversion Number”), shall have received, by be converted into the Stock Consideration and forty percent (40%) of such shares of Company Common Stock shall be converted into the Cash Consideration. A record holder acting in different capacities or acting on behalf of other Persons in any way will be entitled to submit an Election Deadline, Form for each capacity in which such record holder so acts with respect to each Person for which it so acts. Shares of Company Common Stock as to which a Cash Election has been made are referred to herein as “Cash Election Shares.” Shares of Company Common Stock as to which a Stock Election has been made are referred to herein as “Stock Election Shares.” Shares of Company Common Stock as to which no election has been made (or as to which an Election Form of Election is not properly completed and signed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Company Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.” (b) To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City time, on a date no later than the 5th Business Day prior to the Closing Date to be mutually agreed upon by the parties (which date shall be publicly announced by Buyer as soon as practicable prior to such date) (the “Election Deadline”), accompanied by Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) Certificates as to which such Election Form of Election relates is being made or by an appropriate customary guarantee of delivery of such certificatesCertificates, as set forth in such Form of Electionthe Election Form, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, States (provided that such Company Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure ; failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Electionelection, unless otherwise determined by ParentBuyer, in its sole discretion). As used hereinFor shares of Company Common Stock held in book entry form, unless otherwise agreed Buyer shall establish procedures for delivery of such shares, which procedures shall be reasonably acceptable to Company. If a holder of Company Common Stock either (i) does not submit a properly completed Election Form in advance by a timely fashion or (ii) revokes the parties, “holder’s Election Form prior to the Election Deadline (without later submitting a properly completed Election Form prior to the Election Deadline” means 5:00 p.m. local time (), the shares of Company Common Stock held by such holder shall be designated Non-Election Shares. In addition, all Election Forms shall automatically be revoked, and all Certificates returned, if the Exchange Agent is notified in writing by Buyer and Company that this Agreement has been terminated. Subject to the city terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in which the principal office any Election Form, and any good faith decisions of the Exchange Agent is locatedregarding such matters shall be binding and conclusive. Neither Buyer nor the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. (c) on The allocation among the date that Parent holders of shares of Company Common Stock of rights to receive the Cash Consideration and the Company Stock Consideration will be made as follows: (i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall agree is as near as practicable be converted into the right to five (5) business days prior receive the Cash Consideration, and, subject to Section 2.03 hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the expected Closing Date. Parent product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the Company denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; (ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall cooperate be converted into the right to issue receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.03 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a press release reasonably satisfactory fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 2.03 hereof, each holder of them announcing Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration. (d) It is intended that the Merger and the Bank Merger shall together constitute a reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” as that term is used in Sections 354 and 361 of the Code. From and after the date of this Agreement and until the Election Deadline Closing, each party hereto shall use its reasonable best efforts to cause the Merger to qualify as a reorganization under Section 368(a) of the Code. If the tax opinions referred to in Section 6.01(e) cannot more than twenty be rendered (20as reasonably determined by ▇▇▇▇▇▇, Hall & ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, respectively) business days beforeas a result of the Merger potentially failing to qualify as a reorganization under Section 368(a) of the Code, and at least ten (10) business days prior tothen Buyer may, in its sole discretion, increase the Election Deadlinenumber of shares of Company Common Stock entitled to receive the Stock Consideration by the minimum amount necessary to enable such tax opinions to be rendered.

Election Procedures. Each holder (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of record of loss and title to the certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Certificates to the Exchange Agent) in such form as ETP shall reasonably specify and as shall be reasonably acceptable to the Company (the “HolderElection Form”) shall have the right, subject be mailed no less than thirty (30) days prior to the limitations set forth in this Article IIIanticipated Closing Date or on such other date as ETP and the Company shall mutually agree (the “Mailing Date”) to each holder of record of Company Common Stock as of the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to submit an election with respect to the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (i) the number of shares of such holder’s Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make holder makes a Share Election and Mixed Election; (ii) the number of shares of such holder’s Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make holder makes a Cash Election. ; and (biii) Parent shall prepare the number of shares of such holder’s Company Common Stock with respect to which such holder makes a form reasonably acceptable Common Unit Election. Any Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the twentieth (20th) day following the Mailing Date (or such other time and date as ETP and the Company shall agree) (the “Form of ElectionElection Deadline”) which shall be mailed to record holders (other than Cancelled Shares and Subsidiary Shares or any shares of Company Common Stock so that constitute Dissenting Shares at such time) shall be deemed to be “No Election Shares,” and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares. (c) ETP shall make available one or more Election Forms as may reasonably be requested from time to permit those time by all persons who become holders to exercise their right to make an (or beneficial owners) of Company Common Stock between the Election Form Record Date and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (cd) Parent Any election shall make have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form of by the Election initially available not less than twenty (20) business days prior to the anticipated Deadline. After a Mixed Election, Cash Election Deadline and shall use all reasonable efforts to make available as promptly as possible or a Form of Common Unit Election is validly made with respect to any stockholder shares of Company Common Stock, any subsequent transfer of such shares of Company Common Stock shall automatically revoke such election. Any Election Form may be revoked or changed by the Company who requests person submitting such Form of Election following Form, by written notice received by the initial mailing of the Forms of Election and Exchange Agent prior to the Election Deadline. The In the event an Election Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into is revoked prior to the mailing of the Form of Election to Company stockholders, shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Company Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Common Stock covered represented by such Election Form shall become No Election Shares, except to the extent a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise subsequent election is properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, unless otherwise agreed in advance by with respect to any or all of such shares of Company Common Stock prior to the parties, “Election Deadline” means 5:00 p.m. local time (. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the city in which the principal office Election Forms, and any good-faith decisions of the Exchange Agent is located) on the date that Parent regarding such matters shall be binding and conclusive. None of ETP, the Company or the Exchange Agent shall agree is as near as practicable be under any obligation to five (5) business days prior to the expected Closing Date. Parent and the Company shall cooperate to issue a press release reasonably satisfactory to each notify any person of them announcing the date of the any defect in an Election Deadline not more than twenty (20) business days before, and at least ten (10) business days prior to, the Election DeadlineForm.