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 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 record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately prior to the provisions Effective Time shall be entitled to submit a request specifying the portion of this Section 3.1 (herein called an “Election”) such record holder's Shares which such record holder desires to have converted into (i) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as Cash Consideration (a result of the Reincorporation Merger with respect to which such Holder desires to make a Share Election and "Cash Election"), (ii) the number Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of shares Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of Company Virginia Sub Common Stock which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be owned by such Holder as a result Shares in respect of the Reincorporation Merger with respect to which such Holder desires to make a Cash ElectionElection has been made. (b) Parent Elections pursuant to Section 3.2(a) shall prepare a be made on the form reasonably acceptable to the Company of letter of transmittal and form of election (the “"Letter of Transmittal and Form of Election”") which shall to be mailed provided by the Paying Agent (as defined in Section 3.3(a)) to record holders of Company Common Stock so as to permit those holders to exercise their right to make an Election prior to record of Shares, together with instructions for use in effecting 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 surrender of the Company who requests such Form of Election Certificates for payment therefor, as soon as practicable following the initial mailing of the Forms of Election and prior to the Election DeadlineEffective Time. The Letter of Transmittal and Form of Election shall contain instructions for effecting the surrender specify that delivery shall be effected, and risk 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 loss and cash in lieu fractional shares and, if any Holder so elects and subject title to the proviso Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates 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 Paying Agent. Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected made by Parent and reasonably acceptable mailing to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Paying Agent Agreement”) entered into prior to the mailing a duly completed Letter of the Transmittal and Form of Election to Company stockholders, shall have received, by the Election Deadlinein accordance with Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be (i) properly completed and completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) Certificates representing the Shares as to which such Form of Election relates the election is being made (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 Certificates by a commercial bank or trust company in the United States; providedStates or a member of a registered national security exchange or of the National Association of Securities Dealers, that Inc., provided such Company Certificates are in fact delivered to the Exchange Paying Agent by within eight Trading Days after the time required in date of execution of such guarantee of delivery). Failure to deliver shares of The 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 Parentdetermine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. 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 The decision of the Exchange Agent is locatedCompany (or the Paying Agent, as the case may be) on the date that Parent in such matters shall be conclusive and binding. Neither the Company shall agree is as near as practicable nor the Paying Agent will be under any obligation to five (5) business days prior notify any person of any defect in a Letter of Transmittal and Form of Election submitted 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 DeadlinePaying Agent.

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. (i) Each holder of record of shares of Company Common Stock to be converted into the right to receive the Merger Consideration in accordance with, and subject to, Sections 3.1(a) and 3.2(a) (each, a “Holder”) shall have the right, subject to the limitations set forth in this Article IIISection 3.2(b), 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(b) (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 (i) a Share Stock Election and or (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 (x) prepare a form reasonably acceptable to the Company, including appropriate and customary transmittal materials in such form as prepared by Parent and reasonably acceptable to the Company (the “Form of Election”) 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 Election, (y) cause the Exchange Agent to the Election Deadline. (c) Parent shall make available and mail the Form of Election initially available not less than twenty (20) business days Business Days prior to the anticipated Election Deadline (as defined below) to Holders as of the Business Day prior to such mailing date, and shall (z) following such mailing date, use all 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 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”. (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 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 and accompanied by Company Certificate(s) (which, following including duly executed transmittal materials included in 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 partiesParties, “Election Deadline” means 5:00 p.m. local Eastern 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 three (53) business days prior to Business Days preceding 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 date of the Election Deadline not more than twenty fifteen (2015) business days Business Days before, and at least ten (10) business days Business Days prior to, the Election Deadline.

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. (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 (a) On the date the NAP Information Statement is mailed pursuant to Section 5.2, Parent shall, or shall cause the Exchange Agent to, mail to each Holder of NAP Public Units receiving the NAP Information Statement pursuant to Section 5.2, an election form, prepared by Parent and reasonably acceptable to the NAP Conflicts Committee (the “Election Form”), pursuant to which a holder of record NAP Public Units may make an Election as specified in Section 2.3(c). The Election Form shall set forth instructions for making an Election and effecting the Surrender of shares NAP Certificates and Book-Entry NAP Common Units in connection with the making of Company Common Stock (“Holder”) an Election, shall have the rightspecify that delivery shall be effected, subject and risk of loss and title to the limitations NAP Certificates shall pass, and an Election shall be properly made in respect of NAP Public Units, only upon proper delivery of the NAP Certificates (or lost certificate affidavit as contemplated by this Section 2.3(a)) to the Exchange Agent or, in the case of Book-Entry NAP Common Units, upon adherence to the procedures set forth in this Article IIIthe Election Form, and shall otherwise be in such customary form and have such other provisions as Parent and NAP may reasonably agree. The Election Form shall set forth procedures that must be taken by the Holder of any NAP Certificate that has been lost, destroyed or stolen; it shall be a condition to the right of such Holder to make an Election, to submit deliver, along with the Election Form, a duly executed lost certificate affidavit, including an election with respect agreement to indemnify Parent, signed exactly as the name or names of the registered Holder or Holders of NAP Public Units appeared on the books of NAP immediately prior to the shares of Company Virginia Sub Common Stock to be received by Effective Time, together with a customary bond and such holder other documents, in the Reincorporation Merger each case, as Parent may reasonably require 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 Electionconnection therewith. (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 one or more Election Forms as promptly as possible a Form may reasonably be requested from time to time by all Persons who become Holders of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and NAP Public Units prior to the Election Deadline. The Form of Election NAP 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 perform the obligations specified in this Section 2.3 and as specified in any agreement among the parties and the Exchange Agent. (c) Each Holder of NAP Public Units shall be entitled, with respect to all or any portion of the NAP Public Units held by such Person, to make, prior to the Election Deadline, an election (an “Election” and the act of making an Election, “Elect”) specifying (x) the number of such Holder’s NAP Public Units with respect to which such Holder makes a Common Stock Election (each NAP Public Unit in respect of which a Holder properly makes, and does not revoke, a Common Stock Election in accordance with this Section 2.3 (for avoidance of doubt, excluding all deemed Elections pursuant to the last sentence of this Section 2.4(a)(iv2.3(c)), Parent Ordinary Shares a “Common Stock Election Unit”, and the aggregate number of Common Stock Election Units, the “Common Stock Election Total”); and (y) the number of such holder’s NAP Public Units with respect to which such holder makes a Preferred Stock Election (each NAP Public Unit in account entry form respect of which a holder properly makes, and does not revoke, a Preferred Stock Election in lieu accordance with this Section 2.3 (for avoidance of Parent ADSs. doubt, excluding all deemed Elections pursuant to the last sentence of this Section 2.3(c)), a “Preferred Stock Election Unit”, and the aggregate number of Preferred Stock Election Units, the “Preferred Stock Election Total”). Any NAP Public Units with respect to which no Election shall have properly been made (d) Any or, if an Election shall have been made made, shall have been revoked and not 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”remade) 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 Deadline shall be deemed for purposes of Section 2.1(c)(i) to invalidate any otherwise properly have been made as a Common Stock Election with respect to such NAP Public Units, if the Common Stock Election Total exceeds the Preferred Stock Election Total, or a Preferred Stock Election, unless otherwise determined by Parent, in its sole discretion. As used herein, unless otherwise agreed in advance by if the parties, “Common Stock Election Deadline” means 5:00 p.m. local time (in Total exceeds 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 Preferred Stock Election Deadline not more than twenty (20) business days before, and at least ten (10) business days prior to, the Election DeadlineTotal.

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 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 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 holder of record of shares of Company Common Stock to be converted into the right to receive the Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Sections 1.4(c)(i) and 1.5 (a “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: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 1.6 (herein called an “Election”) (i) the number of whole 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 whole 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. A Holder who holds shares of Company Common stock as nominee, trustee or in another representative capacity may submit multiple Election Forms, provided that each such Election Form covers all the shares of Company Common Stock held by such representative for a particular beneficial owner. (b) Parent GWBI shall prepare a form reasonably acceptable to the Company, including appropriate and customary transmittal materials in such form as prepared by GWBI and reasonably acceptable to Company (the “Form of ElectionElection Form”) which shall be mailed to record holders of Company Common Stock ), so as to permit those holders the Holders to exercise their right to make an Election prior to the Election DeadlineElection. (c) Parent GWBI (i) shall initially make available and mail the Election Form of Election initially available not less than twenty (20) business days Business Days prior to the anticipated Election Deadline Deadline, or on such other date as the parties may agree, to Holders of record as of two (2) Business Days prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Election Form of Election to any stockholder of the Company Holder who requests such Election 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 an Election Form of Election properly completed and signed (including duly executed transmittal materials included in the Election Form) 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 Election Form of Election relates or by an appropriate customary guarantee of delivery of such certificatesOld Certificates, as set forth in such Form of ElectionElection Form, 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 three (53) business days prior to Business Days 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 Business Days before, and at least ten five (105) business days Business Days prior to, the Election Deadline. Any shares of Company Common Stock with respect to which the Holder thereof shall not, as of the Election Deadline, have made an Election by submission to the Exchange Agent of an effective, properly completed Election Form shall be deemed Non-Election 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 Hydrocarbon Common Stock shall pass, only upon proper delivery of such Certificates to the Redemption/Exchange Agent) in such form as Energy Partners and Hydrocarbon shall mutually agree (the "Election Form") and pursuant to which each holder of record of shares of Company Hydrocarbon Common Stock as of the close of business on the Election Deadline may make an election pursuant to this Section 3.2, shall be mailed at the same time as the Joint Proxy Statement or at such other time as Hydrocarbon and Energy Partners may agree (“Holder”the date on which such mailing is commenced or such other agreed date, the "Mailing Date") to each holder of record of Hydrocarbon Common Stock as of the close of business on the record date for notice of the Hydrocarbon 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 such holder's shares of Company Virginia Sub Hydrocarbon 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 have redeemed for the Per Share Cash Consideration in the Redemption ("Cash Election and Shares"), (ii) the number of such holder's shares of Company Virginia Sub Hydrocarbon 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 have exchanged for the Per Share Unit Consideration in the Merger ("Unit Election Shares"), (iii) the number of such holder's shares of Hydrocarbon Common Stock with respect to which such holder elects to receive the Stated Consideration (the "Stated Consideration Shares"), a portion of which shares shall be Stated Consideration Cash Election. Shares to be redeemed for the Per Share Cash Consideration in the Redemption, and a portion of which shares shall be Stated Consideration Unit Shares to be exchanged for the Per Share Unit Consideration in the Merger, both as provided for herein, and (biv) Parent shall prepare a form reasonably acceptable the number of such holder's shares of Hydrocarbon Common Stock with respect to which such holder makes no election ("Non-Electing Shares"). For each holder electing to receive the Stated Consideration, (x) that number of such holder's Stated Consideration Shares equal to the Company quotient obtained by dividing (1) the product of the Per Share Stated Cash Consideration multiplied by the number of such holder's Stated Consideration Shares by (2) the Per Share Cash Consideration, rounded to the nearest whole share, shall be deemed "Stated Consideration Cash Shares" hereunder and (y) that number of such holder's Stated Consideration Shares equal to (1) the number of such holder's Stated Consideration Shares minus (2) the number of such holder's Stated Consideration Cash Shares shall be deemed "Stated Consideration Unit Shares" hereunder. Any Hydrocarbon Common Stock with respect to which the Redemption/Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York City time, on the 33rd day following the Mailing Date (or such other time and date as Hydrocarbon and Energy Partners shall agree) (the “Form "Election Deadline") (other than any shares of Election”Hydrocarbon Common Stock that constitute Appraisal Shares as of such time) which shall also be deemed to be Non-Electing Shares. In addition, any shares of Hydrocarbon Common Stock treated as outstanding upon the exercise of Hydrocarbon Stock Options pursuant to Section 3.7(a) shall be mailed deemed 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 Deadlinebe Non-Electing Shares. (c) Parent Hydrocarbon and Energy Partners shall make mail one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Hydrocarbon 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 Hydrocarbon 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 Redemption/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 “Redemption/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 Hydrocarbon 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 such guarantee shall in the Election Form, together with duly executed transmittal materials included in the 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 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 Form prior to the expected Closing DateElection Deadline. Parent In the event an Election Form is revoked prior to the Election Deadline, the shares of Hydrocarbon Common Stock represented by such Election Form shall become Non-Electing Shares and Energy Partners shall cause the Company shall cooperate Certificates, if any, representing Hydrocarbon Common Stock to issue 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 press release reasonably satisfactory subsequent election is properly made with respect to each any or all of them announcing the date applicable shares of Hydrocarbon Common Stock. Subject to the terms of this Agreement and of the Election Deadline not more than twenty (20) business days beforeForm, the Redemption/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 at least any good faith decisions of the Redemption/Exchange Agent regarding such matters shall be binding and conclusive. None of Energy Partners, MergerCo or the Redemption/Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. (e) Within ten (10) business days prior to, 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), Hydrocarbon and Energy Partners shall cause the Redemption/Exchange Agent to effect the allocation among the holders of shares of Hydrocarbon Common Stock of rights to receive cash in the Redemption or Common Units in the Merger in accordance with the Election Forms (subject to compliance with the provisions of this Agreement) as follows:

Election Procedures. Each holder of record of shares of Company Common Stock to be converted into the right to receive the Merger Consideration in accordance with, and subject to, the provisions of this Article II (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: (ai) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 2.2(b) (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 Holder desires to make a Share Election and an Equity 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 Holder desires to make a Cash Election, and (C) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Mixed Election. (bii) Parent shall prepare a form reasonably acceptable to the Company, including appropriate and customary transmittal materials in such form as prepared by Parent and reasonably acceptable to the Company (the “Form of Election”) 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. The Election Form shall include (A) a form of letter of transmittal (which shall (1) specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Exchange Agent and (2) be in customary form and contain such other provisions as Parent, the Company and the Exchange Agent shall reasonably agree upon prior to the Election DeadlineForm Record Date), and (B) instructions for use in effecting the surrender of such Certificates in exchange for the Merger Consideration, any dividends or other distributions payable pursuant to Section 2.2(g) and any cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.1(h). (ciii) Parent shall (A) initially make available and mail the Form of Election initially available not less than twenty (20) business days Business Days prior to the anticipated Election Deadline to (x) each holder of Company RSU Awards entitled to receive the Merger Consideration in accordance with Section 2.3(a), (y) each holder of Company PSU Award entitled to receive the Merger Consideration in accordance with Section 2.3(d) and shall (z) each Holder, in each case, of record as of a date no earlier than the fifteen (15) Business Days prior to such mailing date, and (B) following such mailing date, use all reasonable efforts to make available as promptly as possible practicable 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 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.” (div) 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 executed (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 Certificates representing all certificated shares 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, 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 partiesParties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) p.m., Eastern Time, on the date that Parent and which the Company Parties shall agree is as near as practicable to five (5) business days prior to Business Days preceding 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 date of the Election Deadline not more than twenty (20) business days before, and at least ten five (105) business days Business Days prior to, to the Election Deadline.

Election Procedures. Each holder of record of shares of Company Common Stock to be converted into the right to receive the Merger Consideration in accordance with, and subject to, Section 3.1 and this Section 3.2 (a “Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election 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 3.2(a) (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 Holder desires to make a Share Stock Election and (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 Holder desires to make a Cash Election. (bii) Parent shall prepare a form reasonably acceptable to the Company, including appropriate and customary transmittal materials in such form as prepared by Parent and reasonably acceptable to the Company (the “Form of Election”) 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. (ciii) Parent and the Company (A) shall initially make available and mail the Form of Election initially available not less than twenty (20) business days Business Days prior to the anticipated Election Deadline to Holders of record as of the fifth (5th) Business Day prior to such mailing date, and (B) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company shareholder 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.” (div) 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 executed (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 Certificates representing all certificated shares 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, 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.any

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 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 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 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.by

Election Procedures. Each holder of record of shares of Company Common Stock and Company Restricted Stock Awards to be converted into the right to receive the Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Sections 2.8 and 2.10 (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 2.11 (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 (or subject to Company 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 Common Stock to be owned by such Holder as a result of the Reincorporation Merger (or subject to Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to the Company, including appropriate and customary transmittal materials in such form as prepared by Parent and reasonably acceptable to the Company (the “Form of Election”) 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 Business Days prior to the anticipated Election Deadline to Holders of record as of a date as near as practicable 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 shareholder or holder of the Company 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, 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 Certificates representing all certificated shares 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, 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 Business Days 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 Business Days before, and at least ten five (105) business days Business Days prior to, the Election Deadline.

Election Procedures. Each holder of record of shares of Company MSLO Common Stock issued and outstanding immediately prior to the Election Deadline (a “MSLO Holder”) shall have the right, subject to the limitations set forth in this Article IIIARTICLE II, 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 MSLO Holder may specify in a request made in accordance with the provisions of this Section 3.1 2.3 (herein called an “Election”) (i) the number of shares of Company Virginia Sub MSLO Common Stock to be owned by such MSLO Holder as a result of the Reincorporation Merger with respect to which such MSLO Holder desires to make a Share Election and Stock Election, (ii) the number of shares of Company Virginia Sub MSLO Common Stock to be owned by such MSLO Holder as a result of the Reincorporation Merger with respect to which such MSLO Holder desires to make a Cash Election and (iii) the particular shares for which the MSLO 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 2.4. Any MSLO 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 prepare a form reasonably acceptable to the Company MSLO and Sequential (the “Form of Election”) ), which shall be mailed by TopCo to record holders of Company MSLO Common Stock so as to permit those holders MSLO 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 MSLO Common Stock as of the record date for the MSLO Stockholders Meeting not less than twenty (20) business days 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 MSLO Common Stock during the period following the record date for the MSLO 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) MSLO Certificates (whichor affidavits of loss in lieu of the MSLO Certificates, following the Reincorporation Merger shall represent Company Virginia Sub Common Stocksubject to Section 2.2(j)) to which such Form of Election relates relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of MSLO or by an appropriate customary guarantee of delivery of such certificatesMSLO 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 MSLO Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery, and, in the case of MSLO Book-Entry Shares, any additional documents specified in the procedures set forth in the Form of Election. Failure to deliver shares of Company MSLO 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 ParentSequential, in its sole and absolute discretion. As used herein, unless otherwise jointly agreed in advance by the partiesSequential and MSLO, “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 and the Company shall agree is as near as practicable to five (5) business days immediately prior to the expected MSLO Stockholders Meeting and (ii) if on the date immediately prior to the MSLO Stockholders Meeting, the condition set forth in Section 7.1(d) has not been satisfied, three Business Days prior to the Closing Date. Parent MSLO and the Company Sequential 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) business days 15 Business Days before, and at least ten (10) business days 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 MSLO and Sequential shall cooperate to promptly publicly announce such rescheduled Election Deadline.

Election Procedures. Each holder of record of shares of Company Common Stock to be converted into the right to receive the Merger Consideration in accordance with, and subject to, this Article III (a “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 3.3 (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. Holders of record of Company Common Stock who hold such Company Common Stock as nominees, trustees or in other representative capacities may submit a separate Form of Election on or before the Election Deadline with respect to each beneficial owner for whom such nominee, trustee or representative holds such Company Common Stock. Any Holder who makes an Election shall be required to waive all appraisal rights in connection with making such Election. (b) Prior to the mailing of the Proxy Statement/Prospectus pursuant to Section 6.16(a), the Company and Parent shall, at Parent’s expense, jointly engage a nationally-recognized financial institution reasonably satisfactory to Parent to act as paying agent (the “Paying Agent”) for the purpose of receiving elections and exchanging, in accordance with this Article III, Company Common Stock for the Merger Consideration. (c) Parent shall prepare a form of election reasonably acceptable to the Company, including appropriate and customary transmittal materials in such form as prepared by Parent and reasonably acceptable to the Company (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 Election, and (i) shall direct the Paying Agent to the Election Deadline. (c) Parent shall make mail the Form of Election initially available not less than twenty (20) business days prior with the Proxy Statement/Prospectus to the anticipated Election Deadline record holders of Company Common Stock as of the record date for the Company Stockholders Meeting, and (ii) following such mailing date, shall use all reasonable best efforts to make available as promptly as possible practicable 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 , which Form of Election shall contain instructions for effecting the surrender be used by each record holder of shares of Company Certificates (which, following Common Stock who wishes to make an Election. The time period between such mailing date and the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well Election 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 Paying 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 a certificate or certificates representing outstanding shares of Company Certificate(sCommon Stock (the “Certificates”) (whichor, following in lieu of such Certificates, affidavits and agreements of indemnification regarding the Reincorporation Merger shall represent Company Virginia Sub Common Stockloss of such Certificates) to which such Form of Election relates or relates, 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, States (provided that such Company Certificates are in fact delivered to the Exchange Paying Agent by the time required in such guarantee of delivery. Failure to deliver ) or by, in the case of holders of uncertificated shares of Company Common Stock covered by such a guarantee of delivery within (the time “Uncertificated Shares”), any additional documents specified in the procedures set forth on such guarantee shall be deemed to invalidate any otherwise properly made in the Form of Election, unless otherwise determined by Parent, in its sole discretion. As used herein, unless otherwise agreed in advance by the partiesParties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Paying Agent is located) on the date that Parent and which the Company Parties shall agree is as near as practicable to five (5) business days prior to six Business Days preceding 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 date of the Election Deadline not more than twenty (20) business days 15 Business Days before, and at least ten (10) business days five Business Days prior to, the Election Deadline.

Election Procedures. Each (a) Parent shall designate an exchange agent to act as agent (the “Exchange Agent”) for purposes of conducting the election procedure and the exchange procedure described in Sections 3.03 and 3.04. Provided that the Company has delivered, or caused to be delivered, to the Exchange Agent all information which is necessary for the Exchange Agent to perform its obligations as specified herein, the Exchange Agent shall, no later than the twenty-fifth (25th) Business Day prior to the anticipated Effective Date, mail or make available to each holder of record of a Certificate or Certificates: (i) a notice and letter of transmittal (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 the Certificates to the Exchange Agent) advising such holder of the anticipated effectiveness of the Merger and the procedure for surrendering to the Exchange Agent such Certificate or Certificates in exchange for the consideration set forth in Section 3.01(d) hereof deliverable in respect thereof pursuant to this Agreement and (ii) an election form in such form as Parent and the Company shall mutually agree (the “Election Form”). (b) Each Election Form shall permit the holder (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation): (i) to elect to receive Parent Common Stock with respect to all of such holder’s Company Common Stock as hereinabove provided (the “Stock Election Shares”), (ii) to elect to receive cash with respect to all of such holder’s Company Common Stock as hereinabove provided (the “Cash Election Shares”), (iii) to elect to receive Parent Common Stock with respect to part of such holder’s Company Common Stock and to receive cash with respect to the remaining part of such holder’s Company Common Stock as hereinabove provided (a “Mixed Election”), or (iv) to indicate that such holder makes no such election with respect to such holder’s shares of Company Common Stock (the “HolderNo-Election Shares”). (c) shall have the right, subject to the limitations set forth in this Article III, to submit an election with With respect to each holder of Company Common Stock who makes a Mixed Election, the shares of Company Virginia Sub Common Stock such holder elects to be received by converted into the right to receive Parent Common Stock shall be treated as Stock Election Shares and the shares such holder elects to be converted into the right to receive cash shall be treated as Cash Election Shares for purposes of the provisions contained in Sections 3.03(b), 3.03(g) and 3.03(h). Nominee record holders who hold Company Common Stock on behalf of multiple beneficial owners shall indicate how many of the Reincorporation Merger in accordance with the following procedures:shares held by them are Stock Election Shares, Cash Election Shares and No-Election Shares. (ad) Each Holder may specify in If a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) shareholder either (i) does not submit a properly completed Election Form prior to 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 Deadline or (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 revokes an Election Form prior to the Company (the “Election Deadline and does not resubmit a properly completed Election 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 held by such a guarantee of delivery within the time set forth on such guarantee shareholder 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, “treated as No-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 of record of shares of Company Common Stock to be converted into the right to receive the Merger Consideration in accordance with, and subject to, Sections 1.6 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 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, including appropriate and customary transmittal materials in such form as prepared by Parent and 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 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 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 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. The Company 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 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 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 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. (a) Each holder of record of shares of Company Common Stock to be converted into the right to receive the Merger Consideration in accordance with, and subject to, Section 2.1 (a “Holder”) shall have the right, subject to the limitations set forth in this Article IIISection 2.2, 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 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 Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make (i) 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. (bc) Parent shall prepare a form reasonably acceptable to the Company, including appropriate and customary transmittal materials in such form as prepared by Parent and reasonably acceptable to the Company (the “Form of Election”) 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. (cd) Parent shall (i) 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 shall (ii) following such mailing date, 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 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”. (de) 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. The Company 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 fifteen (2015) business days before, and at least ten five (105) business days prior to, the Election Deadline.

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. Each holder of record of shares (other than Dissenting Shares) of Company Common Stock (“"Holder”") shall have the right, subject to the limitations set forth in this Article III2, 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 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) The Parent shall prepare a form reasonably acceptable to the Company (the “"Form of Election”") which shall be mailed to record holders of the Company's stockholders entitled to vote at the Company Common Stock Stockholders Meeting so as to permit those holders the Company's stockholders to exercise their right to make an Election prior to the Election Deadline. (c) The Parent shall make the Form of Election initially available not less than twenty (20) business days prior at the time that the Proxy Statement is made available to the anticipated Election Deadline stockholders of the Company, to such stockholders, and shall use all commercially 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 In no event shall 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 initially be made available less than twenty 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 the 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 5:00 p.m. local time in the city in which the principal office of such Exchange Agent is located, on the day before the Company Stockholders Meeting (the "Election Deadline"), a Form of Election properly completed and signed and accompanied by certificates representing the shares of Company Certificate(s) Common Stock (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock"Certificates") to which such Form of Election relates or by an appropriate a 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, 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 in such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by the 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 The Company 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 fifteen Business Days before, and at least ten (10) business days prior tofive Business Days before, the Election Deadline. (e) Any Holder may, at any time prior to the Election Deadline, change his, her or its 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. If the Parent shall determine in its reasonable discretion that any Election is not properly made with respect to any shares of Company Common Stock, such Election shall be deemed to be not in effect, and the shares of Company Common Stock covered by such Election shall be deemed to be Non-Election Shares, unless a proper Election is thereafter timely made. (f) Any Holder may, at any time prior to the Election Deadline, revoke his, her or its Election by written notice received by the Exchange Agent prior to the Election Deadline or by withdrawal prior to the Election Deadline of his, her or its Certificate, or of the guarantee of delivery of such Certificates, previously deposited with the Exchange Agent. All Elections shall be revoked automatically if the Exchange Agent is notified in writing by the Parent or the Company that this Agreement has been terminated in accordance with Article 7. (g) The Parent shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing the validity of the Forms of Election and compliance by any Holder with the Election procedures in this Article 2. Neither the Parent nor the Exchange Agent shall have any obligation to inform the Holder of any such determination.

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 Subject to the terms of the Exchange Agent Agreement, each holder of record of shares of Company Target Common Stock issued and outstanding immediately prior to the Effective Time (a “Holder”) shall have the right, subject to the limitations set forth in this Article III3, 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 (herein called an “Election”) (i) the number of shares of Company Virginia Sub Target 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 Target 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 Buyer shall prepare a form reasonably acceptable to the Company Target (the “Form of Election”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates or Book-Entry Shares to the Exchange Agent), which shall be mailed by Target to record holders of Company Target Common Stock so as to permit those holders to exercise their right to make an Election prior to the Election Deadline. (c) Parent Target shall make mail or cause to be mailed or delivered, as applicable, the Form of Election initially available to record holders of Common Stock as of the record date for the Target Stockholder Meeting not less than twenty (20) business days 20 Business Days prior to the anticipated Election Deadline and (the “Mailing Date”). Buyer 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 Target Common Stock during the period following the record date for the Target 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 Prior to the Mailing Date, Buyer shall appoint an exchange agent reasonably acceptable to Target (the “Exchange Agent”), for the purpose of receiving Elections and exchanging shares of Target Common Stock represented by Certificates or Book-Entry Shares for Merger Consideration, pursuant to an exchange agent agreement entered into prior to the Mailing Date (the “Exchange Agent Agreement”). Subject to the terms of the Exchange Agent Agreement, 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 Certificates representing the Reincorporation Merger shall represent Company Virginia Sub shares of Target 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 Target 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 Target 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 ParentBuyer, in its sole and absolute discretion. As used herein, unless otherwise agreed in advance by the partiesTarget and Buyer, “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 30 days following the Company shall agree is as near as practicable to five (5) business days prior to the expected Closing Date. Parent Target and the Company Buyer 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) business days 15 Business Days before, and at least ten (10) business days five Business Days prior to, the Election Deadline.

Election Procedures. Each (i) Subject to allocation and proration in accordance with the provisions of this Section 1.5, each record holder of record of shares of Company Common Stock (“Holder”) shall have the right, subject issued and outstanding immediately prior 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: Election Deadline (aA) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”1.5(b) (i1) the number of shares of Company Virginia Sub Common Stock owned by such holder with respect to be which such holder desires to make a Cash Election and (2) the number of shares of Company Common Stock owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Stock Election or (B) may indicate that such holder has no preference as to the receipt of Per Share Cash Consideration or Per Share Stock Consideration for such shares of Company Common Stock (a “Non-Election”). Shares of Company Common Stock in respect of which a Non-Election is made (“Non-Election Shares”) shall be deemed by Parent, in its sole and absolute discretion, subject to Section 1.5(b)(iv)-(vii), to be, in whole or in part, shares of Company Common Stock in respect of which Cash Elections or Stock Elections have been made. (ii) the number of shares of Company Virginia Sub Common Stock Elections pursuant to Section 1.5(b)(i) shall be made on a form and with such other provisions to be owned reasonably agreed upon 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 and Parent (the a “Form of Election”) which shall to be mailed provided by the Exchange Agent for that purpose to holders of record of shares of Company Common Stock, together with appropriate transmittal materials, at the time of mailing to holders of record of shares of Company Common Stock so of the Offer Documents. Elections shall be made by mailing to the Exchange Agent a duly completed Form of Election. To be effective, a Form of Election must be (x) properly completed, signed and submitted to the Exchange Agent at its designated office, by 5:00 p.m., on the Acceptance Date, (which date shall be publicly announced by Parent as soon as reasonably practicable but in no event less than five trading days prior to permit those holders to exercise their right the Acceptance Date (the “Election Deadline”). The Company shall use its commercially reasonable efforts to make a Form of Election available to all persons who become holders of record of shares of Company Common Stock between the date of mailing described in the first sentence of this Section 1.5(b)(ii) and the Election Deadline. Parent shall determine, in its reasonable discretion, which authority it may delegate in whole or in part to the Exchange Agent, whether Forms of Election have been properly completed, signed and submitted or revoked. Neither Parent nor the Exchange Agent will be under any obligation to notify any person of any defect in a Form of Election submitted to the Exchange Agent. A holder of shares of Company Common Stock that tenders shares of Company Common Stock in the Offer and does not submit an effective Form of Election prior to the Election DeadlineDeadline shall be deemed to have made a Non-Election. (ciii) 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 An election may be revoked with respect to any stockholder shares of Company Common Stock, but 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 Upon any such revocation, unless a duly completed 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) is thereafter submitted 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 accordance with Section 2.4(a)(iv1.5(b)(i), 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 shall be Non-Election Shares. (iv) In the event that the aggregate number of shares of Company Common Stock in respect of which Cash Elections have been made (collectively, the “Cash Election Shares”) exceeds the Cash Election Number (such a guarantee excess the “Excess Cash Election Shares”), then: 1. all shares in respect of delivery within which Stock Elections have been made (the time set forth on such guarantee “Stock Election Shares”) shall be exchanged for Per Share Stock Consideration, 2. all Non-Election Shares shall be deemed converted into Stock Election Shares and exchanged for Per Share Stock Consideration, 3. all Excess Cash Election Shares shall be deemed converted into Stock Election Shares, on a pro-rata basis for each record holder of Cash Election Shares so that the number of Excess Cash Election Shares so converted, when added to invalidate the other Stock Election Shares, shall equal as closely as reasonably practicable the Stock Election Number, and all such Excess Cash Election Shares so converted shall be exchanged for Per Share Stock Consideration; and 4. all Cash Election Shares not deemed converted into Stock Election Shares pursuant to 3 above shall be exchanged for Per Share Cash Consideration. (v) In the event that the aggregate number of Stock Election Shares exceeds the Stock Election Number (such excess the “Excess Stock Election Shares”), then: 1. all Cash Election Shares shall be exchanged for Per Share Cash Consideration, 2. all Non-Election Shares shall be deemed converted into Cash Election Shares and exchanged for Per Share Cash Consideration, 3. all Excess Stock Election Shares shall be deemed converted into Cash Election Shares, on a pro-rata basis for each record holder of Stock Election Shares, so that the number of Excess Stock Election Shares so converted, when added to the other Cash Election Shares, shall equal as closely as reasonably practicable the Cash Election Number, and all such Excess Stock Election Shares so converted shall be exchanged for Per Share Cash Consideration, and 4. all Stock Election Shares not deemed converted into Cash Election Shares pursuant to 3 above shall be exchanged for Per Share Stock Consideration. (vi) In the event that neither clause (iv) nor clause (v) of this Section 1.5(b) is applicable, Non-Election Shares shall be deemed converted into Stock Election Shares on a pro rata basis for each record holder of Non-Election Shares such that the total number of Stock Election Shares equals the Stock Election Number and any otherwise properly made Electionremaining Non-Election Shares shall be deemed converted into Cash Election Shares, unless otherwise determined by Parentand (x) all Cash Election Shares and all Non-Election Shares which are deemed converted into Cash Election Shares shall be exchanged for Per Share Cash Consideration, and (y) all Stock Election Shares and all Non-Election Shares which are deemed converted into Stock Election Shares shall be exchanged for Per Share Stock Consideration. (vii) The Exchange Agent, 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 consultation with Parent and the Company Company, shall agree is as near as practicable make all computations to five (5) business days prior give effect 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 Deadlinethis Section 1.5(b).

Election Procedures. Each holder of record of shares of Company Common Stock to be converted into the right to receive the Merger Consideration in accordance with, and subject to, Section 3.3 and this Section 3.4 (a “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: (ai) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 3.4(b) (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 Holder desires to make a Share Stock Election and (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 Holder desires to make a Cash Election. (bii) Parent shall prepare a form reasonably acceptable to the Company, including appropriate and customary transmittal materials in such form as prepared by Parent and reasonably acceptable to the Company (the “Form of Election”) 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. (ciii) Parent and the Company (A) shall initially make available and mail the Form of Election initially available not less than twenty (20) 20 business days prior to the anticipated Election Deadline to Holders of record as of the fifth business day prior to such mailing date, and (B) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any 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 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.” (div) 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 executed (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 Certificates representing all certificated shares 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, 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 partiesParties, “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 Parent’s good faith estimate of the expected Closing DateDate or such other date as may be mutually agreed to by the Parties. The Company 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 before, and at least ten (10) three business days prior to, to the Election Deadline.

Election Procedures. Each holder of record of shares of Company a Public Common Stock Unit issued and outstanding immediately prior to the Election Deadline (a “Partnership Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election with respect Election 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 (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 Partnership (the “Form of Election”) ), which shall be mailed or caused to be mailed or delivered by Parent to record holders of Company Public Common Stock Units so as to permit those holders the Partnership Holders to exercise their right to make an Election prior to the Election Deadline. (cb) Parent shall make Each Partnership Holder may specify on the Form of Election initially available not in accordance with the provisions of this Section 3.4 and the instructions on such form (an “Election”), (i) the number of Public Common Units with respect to which such Partnership Holder desires to make a Share Election, (ii) the number of Public Common Units with respect to which such Partnership Holder desires to make a Mixed Election and (iii) the number of Public Common Units with respect to which such Partnership Holder desires to make a Cash Election. (c) Not less than twenty (20) business days 20 Business Days prior to the anticipated Election Deadline and (the “Mailing Date”), Parent shall use all reasonable efforts mail or cause to make available be mailed or delivered, as promptly as possible a applicable, the Form of Election to any stockholder record holders of Public Common Units as of a record date that is five Business Days prior to the Company who requests Mailing Date or such Form of Election following other date as mutually agreed to by Parent and the initial mailing of the Partnership. Parent shall make available one or more Forms of Election as may reasonably be requested from time to time by all Persons who become holders of record of Public Common Units during the period following the record date for the Partnership Unitholder Meeting and prior to the Election Deadline. The Form of Election , and the Partnership 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 the Exchange Agent 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 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 (whichor affidavits of loss in lieu of the Certificates), following if any, for the Reincorporation Merger shall represent Company Virginia Sub Public Common Stock) Units to which such Form of Election relates relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Partnership 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 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.a

Election Procedures. Each holder of record of shares of Company North Fork 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”) (i) the number of shares of Company Virginia Sub North Fork 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 North Fork 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 Capital One shall prepare a form reasonably acceptable to the Company North Fork (the “Form of Election”) which shall be mailed to record holders of Company North Fork Common Stock so as to permit those holders to exercise their right to make an Election prior to the Election Deadline. (c) Parent Capital One 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 North Fork 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 Capital One and reasonably acceptable to the Company North Fork (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company North Fork 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 North Fork 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 ParentCapital One, 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 later of (1) the date of the meeting of North Fork stockholders pursuant to Section 6.3 and (2) the earlier of (i) the date that Parent Capital One and the Company North Fork shall agree is as near as practicable to five (5) business days prior to the expected Closing DateDate taking into account Capital One’s intention to minimize the impact of limitations under applicable law that might apply during the period from the initial mailing of the Forms of Election until the Election Deadline and (ii) September 1, 2006; provided that if it appears that the Closing Date will not take place on or prior to October 13, 2006, the parties shall in good faith discuss whether such September 1, 2006 date should be deferred to an appropriate later date. Parent North Fork and the Company Capital One 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 ADES Common Stock to be converted into the right to receive ADES Merger Consideration in accordance with, and subject to, this Section 2 (an “ADES Holder”) shall have the right, subject to the limitations set forth in this Article IIISection 2, 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 ADES Holder may specify in a request made in accordance with the provisions of this Section 3.1 2.2 (herein called an “ADES Election”) (i) the number of shares of Company Virginia Sub ADES Common Stock to be owned by such ADES Holder as a result of the Reincorporation Merger with respect to which such ADES Holder desires to make a Share an ADES Stock Election and (ii) the number of shares of Company Virginia Sub ADES Common Stock to be owned by such ADES Holder as a result of the Reincorporation Merger with respect to which such ADES Holder desires to make an ADES Combination Election. Holders of record of ADES Common Stock who hold such ADES Common Stock as nominees, trustees or in other representative capacities may submit a Cash Electionseparate ADES Form of Election on or before the ADES Election Deadline with respect to each beneficial owner for whom such nominee, trustee or representative holds such ADES Common Stock. (b) Parent Prior to the mailing of the Proxy Statement/Prospectus, ADES shall engage a nationally recognized financial institution reasonably acceptable to Arq to act as exchange agent (“Exchange Agent”) for the purpose of receiving elections and exchanging, in accordance with this Section 2.2, ADES Common Stock for ADES Merger Consideration. (c) ADES shall prepare a form reasonably acceptable to the Company of election, including appropriate and customary transmittal materials (the “ADES Form of Election”) which shall be mailed to record holders of Company Common Stock ), so as to permit those holders ADES Holders to exercise their right to make an Election prior ADES Election, and (i) shall direct the Exchange Agent to mail the Election Deadline. (c) Parent shall make the ADES Form of Election initially available not less than twenty (20) business days prior with the Proxy Statement/Prospectus to the anticipated Election Deadline record holders of ADES Common Stock as of the record date for the ADES Stockholders Meeting and (ii) following such mailing date, shall use all reasonable best efforts to make available as promptly as possible a practicable an ADES Form of Election to any stockholder of the Company who requests such ADES Form of Election following the initial mailing of the Forms of Election and prior to the ADES Election Deadline. The , which ADES Form of Election shall contain instructions for effecting be used by each record holder of shares of ADES Common Stock who wishes to make an ADES Election. The time period between such mailing date and 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 ADES Election 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“ADES Election Period”. (d) Any ADES 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 ADES Election DeadlinePeriod, a an ADES Form of Election properly completed and signed (including duly executed transmittal materials included in the ADES Form of Election) and accompanied by Company Certificate(sa certificate or certificates representing outstanding shares of ADES Common Stock (the “ADES Certificates”) (whichor, following in lieu of such ADES Certificates, affidavits and agreements of indemnification regarding the Reincorporation Merger shall represent Company Virginia Sub Common Stockloss of such ADES Certificates) to which such ADES Form of Election relates or relates, by an appropriate customary guarantee of delivery of such certificatesADES Certificates, as set forth in such ADES 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.securities

Election Procedures. Each holder of record of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (“a "Holder”") shall have the right, subject to the limitations set forth in this Article III, to submit an election 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 Election and (ii) the number of other 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; provided, that, for the avoidance of doubt, a Holder may not make both a Share Election and a Cash Election with respect to the same share of Company Common Stock owned by such Holder. (b) Prior to effectiveness of the Form S-4, Parent shall prepare and file as an exhibit thereto 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 or delivered, as applicable, the Form of Election initially available to record holders of shares of Company 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 (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 Prior to the Mailing Date, Parent shall appoint an exchange agent, which shall be an agent reasonably acceptable to the Company (the "Exchange Agent"), for the purpose of receiving Elections and transferring Book-Entry Shares and exchanging shares of Company Common Stock represented by Certificates for Merger Consideration, pursuant to an exchange agent agreement reasonably acceptable to Parent and the Company entered into prior to the Mailing Date (the "Exchange Agent Agreement"). Subject to the terms of the Exchange Agent Agreement, 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 signed, with such Form of Election either electing to transfer Book-Entry Shares or 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. Failure to deliver shares of Company Common Stock Certificates 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 date Business Day immediately prior to the Company Stockholder Meeting. (e) Any Holder 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 or by withdrawal prior to the Election Deadline of his or her Certificates, or of the guarantee of delivery of such Certificates, or any documents in respect of Book-Entry Shares, previously deposited with the Exchange Agent. After an Election is validly made with respect to any shares of Company Common Stock, any subsequent transfer of such shares of Company Common Stock shall automatically revoke such Election. Notwithstanding anything to the contrary in this Agreement, all Elections shall be automatically deemed revoked upon receipt by the Exchange Agent of written notification from Parent or the Company that this Agreement has been terminated in accordance with Article IX. Subject to the terms of the Exchange Agent Agreement and this Agreement, the Exchange Agent shall have reasonable discretion to determine if any Election is not properly made with respect to any shares of Company Common Stock (neither Parent nor the Company nor the Exchange Agent being under any duty to notify any stockholder of any such defect); in the event the Exchange Agent makes such a determination, such Election shall be deemed to be not in effect, and the shares of Company Common Stock covered by such Election shall, for purposes hereof, be deemed to be Non-Electing Shares, unless a proper Election is thereafter timely made with respect to such shares. (f) Subject to the terms of the Exchange Agent Agreement, Parent and the Company, in the exercise of their reasonable discretion, shall have the joint right to make all determinations, not inconsistent with the terms of this Agreement, governing (i) the manner and extent to which Elections are to be taken into account in making the determinations prescribed by Section 3.2, (ii) the issuance and delivery of certificates representing the number of Parent Common Shares into which shares of Company shall agree is as near as practicable Common Stock are converted into the right to five receive in the Merger and (5iii) business days prior the method of payment of cash for shares of Company Common Stock converted into the right to receive the expected Closing Date. Cash Consideration and cash in lieu of fractional 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 DeadlineCommon Shares.

Election Procedures. Each Unless, prior to the Effective Time, Tendered Shares constitute at least 40% of all outstanding shares of Green Common Stock and Green ESOP Preferred Stock (in which case each share of Green Common Stock (including shares of Green Common Stock into which the shares of Green ESOP Preferred Stock shall have been converted) shall be converted in the Merger into White Common Stock as provided in Section 2.3(b) hereof), each holder of record of shares of Company Green 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 other than holders of shares of Company Virginia Sub Green Common Stock to be received by canceled as set forth in Section 2.1(c)) and Green ESOP Preferred Stock shall have the right to submit a request specifying the number of shares that such holder desires to have converted into shares of White Common Stock in the Reincorporation Merger, and the number of shares that such holder desires to have converted into the right to receive $92.50, per share, without interest (the "Per Share Cash Consideration"), in the Merger in accordance with the following procedures: (a) Each Holder holder of shares of Green Common Stock and Green ESOP Preferred Stock 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 Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which holder that such Holder holder desires to make have converted into shares of White Common Stock in the Merger (a Share Election "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 holder that such Holder holder desires to make have converted into the right to receive the Per Share Cash Consideration in the Merger (a "Cash Election"). (b) Parent White shall prepare a form reasonably acceptable to the Company Green (the “"Form of Election”") which shall be mailed to record holders of Company Common Stock Green's shareholders in accordance with this Section 2.2 so as to permit those holders Green's shareholders to exercise their right to make an Election prior to the Election Deadline. (c) Parent White shall use reasonable efforts to make the Form of Election initially available not less than twenty (20) to all shareholders of Green at least ten 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 Agreement (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 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) 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 of the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States; provided, that States provided 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.Agent

Election Procedures. Each holder of record of shares of a Company Common Stock Share or Company Warrant 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 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 (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 by Parent to record holders of Company Common Stock Shares and Company Warrants so as to permit those holders the Company Holders to exercise their right to make an Election prior to the Election Deadline. For the avoidance of doubt, a holder of a Company Warrant may only make one type of Election (i.e., a Share Election, Mixed Election or Cash Election) with respect to such Company Warrant. (b) Each Company Holder may specify on the Form of Election in accordance with the provisions of this Section 3.4 and the instructions on such form (an “Election”), (i) the number of Company Common Shares with respect to which such Company Holder desires to make a Share Election, (ii) the number of Company Common Shares with respect to which such Company Holder desires to make a Mixed Election, (iii) the number of Company Common Shares with respect to which such Company Holder desires to make a Cash Election and (iv) with respect to each Company Warrant held by such Company Holder, whether such Company Holder desires to make a Share Election, a Mixed Election or a Cash Election with respect to such Company Warrant. Any holder of Company Common Shares who makes an Election shall be required to waive all appraisal rights in connection with the Company Common Shares subject to such Election. (c) Parent shall make mail or cause to be mailed or delivered, as applicable, the Form of Election initially available to the holders of the Company Warrants and to record holders of Company Common Shares as of the record date for the Company Meeting not less than twenty (20) business days 20 Business Days prior to the anticipated Election Deadline and Deadline. 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 of record of Company Common Shares or Company Warrants during the period following the record date for the Company Meeting and 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 the Exchange Agent 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 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 Certificates (or affidavits of loss in lieu of the Certificates), if any, for the Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) Shares to which such Form of Election relates relates, or the Company Warrants to which such Form of Election relates, as the case may be, 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 or Company Warrants, as applicable, 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, provided that such Certificates or Company Certificates Warrants, as applicable, are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery, and, in the case of Company Common Shares 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 Shares or Company Warrants, as applicable, 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 jointly 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 a date that Parent and mutually agreed by the Company and Parent but which in no event shall agree is as near as practicable to five be less than one (51) business days day prior to the expected anticipated 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) business days 15 Business Days before, and at least ten (10) business days five Business Days prior to, the anticipated date of the Election Deadline. Without limiting the other provisions set forth in this Section 3.4, any Company Common Shares or Company Warrants with respect to which the Exchange Agent has not received an effective, properly completed Form of Election prior to the Election Deadline (other than any Company Common Shares that constitute Dissenting Shares as of such time) shall also be deemed to be Non-Election Shares.

Election Procedures. Each holder of record of shares of Company Common Stock to be converted into the right to receive the Merger Consideration in accordance with, and subject to, Section 2.1(b) and Section 2.2(a) (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: (ai) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 2.2(b) (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 Holder desires to make a Share Stock Election and (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 Holder desires to make a Cash Election. (bii) Parent shall prepare a form reasonably acceptable to the Company, including appropriate and customary transmittal materials in such form as prepared by Parent and reasonably acceptable to the Company (the “Form of Election”) 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. (ciii) Parent (A) shall initially make available and mail the Form of Election initially available not less than twenty (20) business days 20 Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (B) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any 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 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”. (div) 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 executed (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 Certificates representing all certificated shares 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, 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.Parties,

Election Procedures. Each record holder (as of the record date determined by Lexington) of shares of Company Lexington Common Stock (“Holder”) shall have the rightright to elect in writing to have all of his shares of Lexington Common Stock converted into cash or Buyer Common Stock, as the case may be, subject to the limitations set forth in this Article IIISection 2.1(j), 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: (a1) Each Holder may specify in At least thirty days prior to the Closing Date, a request made in accordance with letter of transmittal and election statement (an "Election Statement") providing for the provisions of this Section 3.1 (herein called an “Election”) (i) the number of shares of Company Virginia Sub right to elect to receive cash or Buyer Common Stock and for the tender to be owned by such Holder as a result the Exchange Agent 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 Certificates representing Lexington 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 all record holders of Company Lexington Common Stock so as to permit those holders to exercise at their right to make an Election prior to the Election Deadlinerespective addresses shown in Lexington's stock transfer records. (c2) Parent Any record holder of Lexington Common Stock may specify, in an Election Statement meeting the requirements of this Section 2.1(i), that, as to all shares of Lexington Common Stock covered by such Election Statement: (A) all such shares shall make be converted into Cash Consideration and Share Consideration in the Form of Election initially available not less than twenty (20proportions set forth in Section 2.1(a); provided, however, that such election shall be subject to a determination by Buyer in certain events under Section 2.1(b) business days prior to the anticipated Election Deadline and shall use all reasonable efforts convert to make available as promptly as possible cash a Form of Election to any stockholder portion 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 Consideration that would otherwise be Buyer Common Stock; or (B) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration payable for all such shares be converted to shares of Buyer Common Stock, in which case such holder shall receive no cash and cash in lieu fractional shall receive additional shares andof Buyer Common Stock equal to .50 multiplied by the Share Consideration for each issued and outstanding share of Lexington Common Stock held; provided, if any Holder so elects and however, that such election shall be subject to a determination by Buyer in certain events under Section 2.1(b) to convert to cash a portion of the proviso Merger Consideration that would otherwise be Buyer Common Stock; or (C) the Share Consideration payable for all such shares be converted into cash, in which case such holder shall receive no Share Consideration and shall receive additional cash equal to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSsShare Consideration multiplied by Buyer's Average Share Price. (d3) Notwithstanding anything to the contrary set forth above: (A) Any record holder of Lexington Common Stock who is holding such shares for a beneficial owner or as a nominee for one or more beneficial owners may submit an Election Statement on behalf of any such beneficial owner. Any beneficial owner of Lexington Common Stock on whose behalf a record owner of Lexington Common Stock has submitted an Election Statement in accordance with this Section 2.1(i) will be considered a separate holder of Lexington Common Stock for purposes of this Agreement. (B) Any holder of Lexington Common Stock who may be considered, by reason of the ownership attribution rules contained in Section 318 of the Internal Revenue Code of 1986, as amended, to own constructively shares of Lexington Common Stock in addition to those actually owned by such holder may submit an Election Statement jointly with one or more of such persons whose shares of Lexington Common Stock such holder may be considered to own constructively, and any such joint Election Statement shall for purposes of this Section 2.1(i) be considered to be a single Election Statement. (4) An Election Statement will be effective only if a properly completed and signed copy thereof, accompanied by Certificates for the shares of Lexington Common Stock which such Election Statement covers, shall have been made properly actually received by the Exchange Agent no later than one business day before the day of the meeting of the Lexington stockholders to vote upon this agreement (such day being referred to herein as the "Election Deadline"). Delivery shall be effected, and risk of loss and title to the Certificate shall pass, only upon proper delivery of an Election Statement which meets the requirements of this Section 2.1(i) is hereinafter referred to as an "Effective Election Statement." (5) Any record holder of Lexington Common Stock who has submitted an Effective Election Statement may at any time until the Election Deadline amend such Election Statement 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 stockholdersactually receives, shall have received, by no later than the Election Deadline, a Form of Election later dated, properly completed and signed amended Effective Election Statement. (6) Any record holder of Lexington Common Stock may at any time prior to the Election Deadline revoke his Election Statement and accompanied withdraw certificates for shares of Lexington Common Stock deposited therewith by Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which such Form of Election relates or written notice actually received 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 no later than the time required in such guarantee of deliveryElection Deadline. Failure Any Election Statement relating to deliver shares of Company Lexington Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee which are or become Dissenting Shares (as defined in Section 2.1(k) hereof) shall be deemed automatically revoked. Any notice of withdrawal shall be effective only if it is properly executed and specifies the record holder of the shares to invalidate any otherwise properly made Electionbe withdrawn and the Certificate numbers shown on the Certificates representing the shares to be withdrawn. (7) Lexington and Buyer shall have the right to make rules, unless otherwise determined not inconsistent with the terms of this Agreement, governing the form, terms and conditions of the Election Statements, the validity and effectiveness of Election Statements and the manner and extent to which they are to be taken into account in making the determinations prescribed by ParentSection 2.1(k) hereof. In the event this Agreement is terminated, 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 promptly return any Certificates received 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 Deadlinerespective record holders.

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 the Company and Buyer shall mutually agree (the “Exchange Agent AgreementElection Form”), shall be mailed no later than fifteen (15) entered into 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, notwithstanding any other provision of Election this Agreement, sixty percent (60%) of 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 (as defined in Section 9.2(a)) 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 the 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 the city Company that this Agreement has been terminated. 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 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 2.3 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 2.3 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a 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, subject to Section 2.3 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.

Election Procedures. Each holder of record of shares of Company Common Stock (“"Holder”") as of the record date for the Company Stockholders Meeting 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 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 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 the Company's shareholders entitled to vote at the Company Common Stock Stockholders Meeting (as hereinafter defined) so as to permit those holders Company's shareholders 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 at the time that the Joint Proxy Statement/Prospectus (20as defined herein) business days prior is made available to the anticipated Election Deadline shareholders of Company, 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 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 first 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 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 designated 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 and reasonably acceptable to the Company, 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.have

Election Procedures. Each holder of record of shares of Company Class V Common Stock (each, an “Eligible Holder”) shall have the right, subject to the limitations set forth in this Article IIIARTICLE II, 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:procedures set forth in this Section 2.04. (a) Each Eligible Holder may specify in a request made in accordance with the provisions of this Section 3.1 2.04 (herein called an “Election”) (i) the number of shares of Company Virginia Sub Class V Common Stock to be owned by such Eligible Holder as a result of the Reincorporation Merger with respect to which such Eligible Holder desires to make a Share Election and (ii) the number of shares of Company Virginia Sub Class V Common Stock to be owned by such Eligible Holder as a result of the Reincorporation Merger with respect to which such Eligible Holder desires to make a Cash Election. (b) Parent shall prepare The Company will use its reasonable efforts to cause a form reasonably acceptable designed for purposes of permitting Eligible Holders to make an Election (such form as may be determined in the Company (reasonable discretion of the Company, the “Form of Election”) which to be disseminated or made available as follows: (i) at the same time the Proxy Statement is disseminated to the stockholders of the Company, the Form of Election shall be mailed disseminated to persons who, as of the record date for the Stockholders Meeting, are Eligible Holders; and (ii) with respect to all persons who become holders of Company record of shares of Class V Common Stock so as to permit those holders to exercise their right to make an Election prior to between the record date for the Stockholders Meeting and the Election Deadline, the Company shall use its reasonable efforts to make the Form of Election, as applicable, available to such Eligible Holders during such period. (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 by an Eligible Holder 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(i) (whichthe Certificates, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) if any, to which such Form of Election relates relates, duly endorsed in blank or by an appropriate customary guarantee otherwise in form acceptable for transfer on the books of delivery the Company, and (ii) in the case of such certificatesBook-Entry Shares, as any additional documents specified in the procedures set forth in such the Form of Election. (d) Any Eligible Holder may, from a member of at any registered national securities exchange time prior to the Election Deadline, change or a commercial bank or trust company in the United States; provided, that revoke such Company Certificates are in fact delivered to Eligible Holder’s 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 or by withdrawal prior to the Election Deadline of such Eligible Holder’s Certificates, or any documents in respect of Book-Entry Shares, previously deposited with the Exchange Agent. After an Election is validly made with respect to any shares of Class V Common Stock, any subsequent transfer of such shares of Class V Common Stock shall automatically revoke such Election. Notwithstanding anything to the contrary in this Agreement, all Elections shall be automatically deemed revoked upon receipt by the time required Exchange Agent of written notification from the Company that this Agreement has been terminated in such guarantee of deliveryaccordance with ARTICLE VI without the Closing having occurred. Failure The Exchange Agent shall have reasonable discretion to deliver determine if any Election is not properly made with respect to any shares of Class V Common Stock (none of the Company, Merger Sub or the Exchange Agent being under any duty to notify any Company stockholder of any such defect). In the event the Exchange Agent makes such a determination, such Election shall be deemed to be not in effect, and the shares of Class V Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall Election shall, for purposes hereof, be deemed to invalidate any otherwise properly made Electionbe Share Electing Shares, unless otherwise determined by Parenta proper Election is thereafter timely made with respect to such shares. (e) The Company, in the exercise of its sole reasonable discretion. As used herein, unless otherwise agreed in advance by shall have the partiesright to make all determinations, “Election Deadline” means 5:00 p.m. local time (in not inconsistent with the city in which the principal office terms of the Exchange Agent is located) on the date that Parent this Agreement and the Company shall agree is as near as practicable DGCL governing the manner and extent to five (5) business days prior which Elections are to be taken into account in making 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 Deadlinedeterminations prescribed by Section 2.01(b).

Election Procedures. Each holder of record of shares of Company Common Stock to be converted into the right to receive the Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Sections 1.6 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 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, including appropriate and customary transmittal materials in such form as prepared by Parent and 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 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 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 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 (a) An election form, in such form as SmartFinancial and Bancshares shall mutually agree (the “Election Form”), shall be mailed or delivered by Bancshares no later than the Mailing Date to each holder of record of shares of Company Common Bancshares Class A Stock as of the record date for determining Bancshares shareholders entitled to notice of and to vote on this Agreement at the Bancshares Meeting (the “HolderRecord Date”) ). Additionally, Bancshares shall have the rightmake Election Forms available, subject to the limitations set forth in this Article IIIupon request, to submit an election with respect to all Persons who become holders of Bancshares Class A Stock after 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 ElectionRecord Date. (b) Parent The Election Form shall prepare entitle each holder of shares of Bancshares Class A Stock (or the beneficial owner of such shares through appropriate and customary documentation and instructions) to (i) elect to receive Cash Consideration for all of such holder’s shares of Bancshares Class A Stock (a form “Cash Election”), (ii) elect to receive Stock Consideration for all of such holder’s shares of Bancshares Class A Stock (a “Stock Election”), (iii) elect to receive Cash Consideration for 20% of such holder’s shares of Bancshares Class A Stock and Stock Consideration for the remaining 80% of such holder’s shares of Bancshares Class A Stock (a “Mixed Election”), or (iv) indicate that such holder has no preference, or makes no election, as to the receipt of Cash Consideration or Stock Consideration for such holder’s shares of Bancshares Class A Stock (a “Non-Election”). Holders of record of shares of Bancshares Class A Stock who hold such shares as nominees, trustees, or in other representative capacities (each a “Representative”) may submit multiple Election Forms, provided that any such Representative certifies that each such Election Form covers all of the shares of Bancshares Class A Stock held by that Representative for a particular beneficial owner. Shares of Bancshares Class A Stock as to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as “Cash Election Shares.” Shares of Bancshares Class A Stock as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” Shares of Bancshares Class A Stock as to which no election has been made, including shares issued in connection with the exercise after the Election Deadline (as defined below) of Bancshares Options, are referred to herein as “Non-Election Shares.” The aggregate number of shares of Bancshares Class A Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.” All Dissenting Shares shall be deemed to be Cash Election Shares. (c) To be effective, a properly completed Election Form must be received by the Exchange Agent (as defined below) prior to 5:00 p.m. Eastern Time on the fifth Business Day immediately following the date of the Bancshares Meeting, or such other time and/or date as SmartFinancial and Bancshares may mutually agree (the “Election Deadline”). An election shall be deemed to have been properly made only if the agent designated by SmartFinancial (who, if other than SmartFinancial’s then acting transfer agent, is reasonably acceptable to Bancshares) to act as the Company exchange agent for purposes of this Agreement (the “Form of ElectionExchange Agent”) which shall have actually received a properly completed Election Form by the Election Deadline. A Bancshares shareholder shall be mailed to record holders of Company Common Stock so as to permit those holders to exercise their right to make an Election permitted to, at any time prior to the Election Deadline. (c) Parent shall make , change such shareholder’s election by written notice actually received by the Form of Election initially available not less than twenty (20) business days Exchange Agent prior to the anticipated Election Deadline and accompanied by a properly completed substitute Election Form. A Bancshares shareholder shall use all reasonable efforts be permitted to, at any time prior to make available as promptly as possible a Form of the Election to any stockholder of Deadline, revoke such shareholder’s election by written notice actually 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 Form of Election All elections 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 be deemed revoked automatically 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”is notified in writing by SmartFinancial and Bancshares that this Agreement has been terminated. If a Bancshares shareholder either (i) entered into prior to the mailing of the does not submit a properly completed Election Form of Election to Company stockholders, shall have received, by the Election Deadline, (ii) revokes such shareholder’s Election Form prior to the Election Deadline and does not submit a properly executed substitute Election Form prior to the Election Deadline, or (iii) asserts but fails to perfect such shareholder’s right to dissent from the Parent Merger under applicable Law, the shares of Bancshares Class A Stock held by such shareholder shall be designated Non-Election properly completed Shares. Subject to the terms and signed and accompanied by Company Certificate(s) (whichconditions of this Agreement, 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 shall have reasonable discretion to determine whether any election, change, or revocation has been properly and timely made and received and to disregard immaterial defects 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 ElectionElection Form, 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 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 SmartFinancial Parties 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 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 Investor and reasonably acceptable satisfactory to the Company (the “Exchange Agent”), pursuant to an agreement ) in such form as the Company and Investor shall mutually agree (the “Exchange Agent AgreementElection Form”) entered into ), shall be mailed no later than fifteen Business Days prior to the mailing anticipated Election Deadline (the “Mailing Date”) to each holder of record of Company Common Stock. Subject to Section 2.1(c), each Election Form shall permit the holder of record of Company Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to (i) elect to receive the Cash Consideration for all or a portion of such holder’s shares (a “Cash Election”), (ii) elect to receive the Stock Consideration for all or a portion of such holder’s shares (a “Stock Election”), or (iii) make no election with respect to the receipt of the Cash Consideration or the Stock Consideration (a “Non-Election”). A record holder acting in different capacities or acting on behalf of other Persons (as defined in Section 9.2(a)) in any way will be entitled to submit an Election Form for each capacity in which such record holder so acts with respect to each Person for which it so acts. Shares of Company Common Stock as to which a Cash Election has been made are referred to herein as “Cash Election Shares.” Shares of Company stockholders, shall have received, by the Common Stock as to which a Stock Election Deadline, a 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 fifth Business Day prior to the Closing Date to be mutually agreed upon by the parties (which date shall be publicly announced by Investor 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, however, that such Company Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure ; provided, further, that 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 Parentthe Exchange Agent, in its sole discretion. As used hereinFor shares of Company Common Stock held in book entry form, unless otherwise agreed Investor shall establish procedures for delivery of such shares, which procedures shall be reasonably acceptable to the 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 Investor and the city Company that this Agreement has been terminated. 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 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 Investor 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 2.3 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 2.3 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a 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, subject to Section 2.3 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.

Election Procedures. Each holder of record of shares of Company Common Stock to be converted into the right to receive the Merger Consideration in accordance with, and subject to, Section 3.1 and this Section 3.2 (a “Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election 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 3.2(a) (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 Holder desires to make a Share Stock Election and (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 Holder desires to make a Cash Election. (bii) Parent shall prepare a form reasonably acceptable to the Company, including appropriate and customary transmittal materials in such form as prepared by Parent and reasonably acceptable to the Company (the “Form of Election”) 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. (ciii) Parent and the Company (A) shall initially make available and mail the Form of Election initially available not less than twenty (20) business days Business Days prior to the anticipated Election Deadline to Holders of record as of the fifth (5th) Business Day prior to such mailing date, and (B) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company shareholder 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.” (div) 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 executed (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 Certificates representing all certificated shares 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, 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 partiesParties, “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 Business Days prior to Parent’s good faith estimate of the expected Closing DateDate or such other date as may be mutually agreed to by the Parties. The Company 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 before, and at least ten three (103) business days Business Days prior to, to the Election Deadline.

Election Procedures. Each holder of record of shares of Company Common Stock to be converted into the right to receive (x) the Per Share Cash Amount and the Per Share Contingent Amount, or (y) the Per Share Stock Amount and the Per Share Contingent Amount, in accordance with, and subject to, Sections 2.02(a) and 2.09(a) (a “Holder”) ), shall have the right, subject to the limitations set forth in this Article IIISection 2.09, 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) Parent shall prepare a form reasonably acceptable to the Company, including appropriate and customary transmittal material in such form as prepared by Parent and reasonably acceptable to the Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election prior to the Surrender and Election Deadline. A Form of Election shall be delivered or mailed to each Holder in accordance with the procedures specified in Section 2.09(d)(i)(A). (ii) Each Holder may specify in a request made on the Form of Election in accordance with the provisions of this Section 3.1 2.09(b) and the instructions on such Form of Election (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 Holder desires to make a Share Stock Election and (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 Holder desires to make a Cash Election. Any Holder who makes an Election shall be required to waive all appraisal rights in connection with the Outstanding Common Shares subject to such 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. (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 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 Surrender and Election Deadline, a Form completed and duly executed Letter of Election Transmittal, which shall include a duly executed Lock-Up and Investment Representation Letter and a 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 duly executed Form of Election, from a member of as specified in Section 2.09(d)(i)(A). (iv) Any Holder may, at any registered national securities exchange time prior to the Surrender and Election Deadline, change or a commercial bank or trust company in the United States; provided, that revoke such Company Certificates are in fact delivered Holder’s Election by written notice to the Exchange Agent prior to the Surrender and Election Deadline accompanied by a properly completed and duly executed revised Form of Election, or by written withdrawal prior to the time required Surrender and Election Deadline of such Holder’s Old Certificates (if applicable), or any documents in such guarantee respect of delivery. Failure to deliver shares of Company Common Stock in book-entry form, previously deposited with the Exchange Agent. After an Election is validly made with respect to any shares of Company Stock, any subsequent transfer of such shares of Company Stock shall automatically revoke such Election. The Exchange Agent shall have reasonable discretion (including taking into account the Simon Stock Consideration Limitation) to determine if any Election is not properly made with respect to any shares of Company Stock (none of Parent, the Company nor the Exchange Agent being under any duty to notify any Holder of such defect). In the event that the Exchange Agent makes such a determination, such Election shall be deemed to be not in effect, and the shares of Company Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall Election shall, for purposes hereof, be deemed to invalidate be Non-Election Shares, unless a proper Election is thereafter timely made with respect to such shares of Company Stock. (v) Notwithstanding anything to the contrary in this Agreement: (A) any otherwise properly and all Elections made by any Simon Shareholder that would result in the Simon Shareholders (individually or collectively) electing to receive, as Merger Consideration hereunder, an aggregate number of shares of Parent Common Stock in excess of the number of shares of Parent Common Stock permitted under the Simon Stock Consideration Limitation shall be automatically deemed revoked upon receipt by the Exchange Agent of any such Elections; and (B) all Elections shall be automatically deemed revoked upon receipt by the Exchange Agent of written notification from the parties that this Agreement has been terminated in accordance with the terms hereof. (vi) Subject to the terms of this Agreement and the Form of Election, unless otherwise determined by Parent, in the exercise of its sole discretion. As used reasonable, good faith discretion (including taking into account the Simon Stock Consideration Limitation), shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing (A) the validity of the Forms of Election and compliance by any Holder with the Election procedures set forth herein, unless otherwise agreed and (B) the method of payment of cash for each share of Company Stock converted into the right to receive the Per Share Cash Amount and cash in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office lieu of the Exchange Agent is located) on the date that fractional shares of 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 DeadlineCommon Stock.

Election Procedures. Each holder of record of shares Company Shares (other than (x) Company Shares to be cancelled in accordance with Section 2.1(c), (y) any Dissenting Shares and (z) Company Shares owned by any of the Company Common Stock Subsidiaries immediately prior to the Effective Time) or Company Preferred Shares (other than Company Preferred Shares for which the holder thereof has elected to receive the liquidation preference plus accrued and unpaid dividends as provided in Section 2.1(b)) issued and outstanding immediately prior to the Election Deadline (a “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:procedures set forth in this Section 2.7. (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 2.7 (herein called an “Election”) (i) the number of shares Company Shares owned or, in the case of Company Virginia Sub Common Stock Preferred Shares, to be owned following the cancellation and conversion provided for in Section 2.1(b)(i), by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Share Election and Election, (ii) the number of shares of such 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 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 2.8. Any Holder who wishes to make an Election shall be required to waive all dissenters’ rights in connection with making such Election. (b) Parent The Company shall prepare a form reasonably acceptable to the Company Parent (the “Form of Election”) ), which shall be mailed by the Company to record holders of Company Common Stock Holders so as to permit those holders such 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 Holders as of the record date for the Company Special Meeting not less than twenty (20) business days prior to the anticipated Election Deadline and Deadline. The Company 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 during the period following the record date for the Company Special 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(i) (whichthe Certificates, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) if any, to which such Form of Election relates relates, duly endorsed in blank or by an appropriate customary guarantee otherwise in form acceptable for transfer on the books of delivery the Company, and (ii) in the case of such certificatesBook-Entry Shares, as any additional documents specified in the procedures set forth in such the 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 of the Company Special Meeting, unless otherwise agreed in advance by the Company and Parent, in which event 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 promptly announce such rescheduled Election Deadline.

Election Procedures. (a) Each holder of record of shares of Company Common Stock to be converted into the right to receive the Merger Consideration in accordance with, and subject to, Section 2.1 (a “Holder”) shall have the right, subject to the limitations set forth in this Article IIISection 2.2, 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 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 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. (bc) Parent shall prepare a form reasonably acceptable to the Company, including appropriate and customary transmittal materials in such form as prepared by Parent and reasonably acceptable to the Company (the “Form of Election”) 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. (cd) 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 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 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”. (de) 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. The Company 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 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 Target Common Stock (“Holder”) and each holder of record of a Target Warrant (“Warrant 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 each, an “Election”) (i) the number of shares of Company Virginia Sub Target 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 Target 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 Each Warrant Holder may specify in a form reasonably acceptable to request made in accordance with the Company provisions of this Section 2.1 (the each, a “Form of Warrant Election”) (i) the number of Target Warrants owned by such Warrant Holder with respect to which shall be mailed to record holders of Company Common Stock so as to permit those holders to exercise their right such Warrant Holder desires to make an a Stock Election prior and (ii) the number of Target Warrants owned by such Warrant Holder with respect to the Election Deadlinewhich such Warrant Holder desires to make a Cash Election. (c) Parent Before the Effective Time, Buyer 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 (whichappoint American Stock Transfer & Trust Company, 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”)LLC, pursuant to an agreement (the “Exchange Agent Agreement”), to act as exchange agent (the “Exchange Agent”) entered into prior hereunder. Buyer shall prepare an election form and other appropriate and customary transmittal materials, including a Letter of Transmittal and Surrender Instruction (each defined below), in a form reasonably acceptable to Target (the “Election Form”), which shall be mailed no more than 40 business days and no less than 20 business days before the anticipated Effective Time or on such earlier date as Target and Buyer shall mutually agree to each Holder and each Warrant Holder as of five business days before the date of such mailing. Each Election Form shall permit such Holder or Warrant Holder, as the case may be, subject to the mailing of the Form of Election to Company stockholders, shall have received, by the Election Deadline, a Form of Election properly completed allocation 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 election procedures set forth in this Section 2.1, to (i) elect to receive the Cash Consideration for all of the shares of Target Common Stock held by such Form Holder in accordance with Section 1.4(c) or, as applicable, elect to receive the Warrant Cash Consideration for all Target Warrants held by such Warrant Holder in accordance with Section 1.7(a), (ii) elect to receive the Stock Consideration for all of Electionthe shares of Target Common Stock held by such Holder, from in accordance with Section 1.4(c) or, as applicable, elect to receive the Warrant Stock Consideration for all Target Warrants held by such Warrant Holder in accordance with Section 1.7(a), (iii) elect to receive the Stock Consideration for a member part of any registered national securities exchange such Holder’s Target Common Stock and the Cash Consideration for the remaining part of such Holder’s Target Common Stock in accordance with Section 1.4(c) or, as applicable, elect to receive the Warrant Stock Consideration for a part of such Warrant Holder’s Target Warrants and the Warrant Cash Consideration for the remaining part of such Warrant Holder’s Target Warrants in accordance with Section 1.7(a) or a commercial bank or trust company in the United States; provided, (iv) indicate that such Company Certificates are in fact delivered Holder or Warrant Holder, as the case may be, has no preference as to the Exchange Agent by the time required in such guarantee receipt of delivery. Failure to deliver shares of Company cash or Buyer 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.for such

Election Procedures. Each holder of record of shares of Company Common KBC Stock to be converted into the right to receive the Merger Consideration in accordance with, and subject to, Sections 1.05 and 1.07 (a “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: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 1.08 (herein called an “Election”) (i) the number of shares of Company Virginia Sub Common KBC 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 KBC 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 EQBK shall prepare a form reasonably acceptable to the Company KBC, including appropriate and customary transmittal materials in such form as prepared by EQBK and reasonably acceptable to KBC (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 EQBK (i) shall initially make available and mail the Form of Election initially available not less than twenty (20) business days 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 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 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) any certificates representing shares of KBC Stock (whicheach, following a “Certificate”, it being understood that any reference herein to “Certificate” shall be deemed to include reference to book-entry account statements relating to the Reincorporation Merger shall represent Company Virginia Sub Common ownership of shares of KBC Stock) 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, 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 Business Days preceding 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 Exchangeable Shares and Net Option Shares to be converted into the right to receive the Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Sections 2.1, 2.2 and 2.5 (a “Holder”) shall have the right, subject to the limitations set forth in this Article 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 2.5 (herein called an “Election”) (i) the number of shares of Company Virginia Sub Common Stock to be or Net Option Shares 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 or Net Option Shares owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Cash Election. A share or Net Option Share in respect of which the holder has validly elected to make a Stock Election is referred to as a “Stock Election Share” and a share or Net Option Share in respect of which the holder has validly elected to make a Cash Election is referred to as a “Cash Election Share.” (b) Parent shall prepare a form reasonably acceptable to the Company, including appropriate and customary transmittal materials in such form as prepared by Parent and reasonably acceptable to Company (together with such instruments prepared by Parent and reasonably acceptable to Company to permit holders of Company Preferred Stock to elect to receive the Merger Consideration or convert to shares of Company Common Stock, in each case pursuant to the Company’s Charter and as applicable, 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. (c) The holder of each Company Stock Option shall be permitted to elect, by delivery of a written instruction to Parent not later than the Election Deadline (the “Withholding Election”), that any withholding of amounts required to be withheld or deducted under the Code with respect to the payment of the Merger Consideration to be made in connection with the cancellation of such Company Stock Option shall be (x) applied to first reduce the portion of the Merger Consideration that is payable to such holder in cash, (y) applied to first reduce the portion of the Merger Consideration that is payable to such holder in shares of Parent Common Stock (with the number of shares of Parent Common Stock to be withheld to be determined based on the closing price of a share of Parent Common Stock on the Closing Date) (such election described in this clause (y), a “Stock Withholding Election”) or (z) applied in the manner described in each of the foregoing clauses (x) and (y) to first reduce the Merger Consideration in the respective proportions specified by such holder in the Withholding Election. In the event that the holder of any Company Stock Options fails to make a Withholding Election prior to the Election Deadline, such holder shall be deemed to have made a Stock Withholding Election. (cd) 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 (including for the avoidance of doubt holders of Series D Preferred Stock and Series F Preferred Stock as of such date), and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder or holder of the Company Stock Options 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”. (de) 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, (i) 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; providedStates and (ii) in the case of an Election by a holder of Company Preferred Stock, that an irrevocable commitment by such Company Certificates are holder in fact delivered a form reasonably satisfactory to Parent to elect pursuant to the Exchange Agent by Company’s Charter to receive the time required in Merger Consideration payable hereunder to holders of Company Common Stock on an as-converted basis (as applicable) or an instrument reasonably acceptable to Parent pursuant to which such guarantee holder irrevocably elects to convert the applicable shares of delivery. Failure Company Preferred Stock to deliver shares of Company Common Stock covered by such a guarantee of delivery within (as applicable), effective at or prior to 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 discretionClosing. 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 three (53) 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 Seller 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 3.3 (herein called an “"Election”") (ix) the number of shares of Company Virginia Sub Seller 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 Seller 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 Buyer shall prepare a form reasonably acceptable to the Company Seller (the “"Form of Election”") which shall be mailed to record holders of Company Common Stock Seller's shareholders entitled to vote at the Seller Shareholders' Meeting (as hereinafter defined) so as to permit those holders Seller's shareholders to exercise their right to make an Election prior to the Election Deadline. (c) Parent Buyer shall make the Form of Election initially available not less than twenty at the time that the Proxy Statement (20as defined herein) business days prior is made available to the anticipated Election Deadline shareholders of Seller, 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 Seller 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 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, Agreement shall have received, by 5:00 P.M. Eastern Time, 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) Seller 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 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 Election, unless otherwise determined by ParentBuyer, 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) Eastern Time 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 Seller Shareholders' Meeting. Parent Seller and the Company Buyer 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 FNB Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this Article IIIARTICLE II, 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 2.06 (herein called each, an “Election”) (i) the number of shares of Company Virginia Sub FNB 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 FNB 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 As promptly as practicable after the Company FNB Meeting, assuming the Requisite FNB Shareholder Approval is obtained, but in any event no later than ten (the “Form of Election”10) 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 Days prior to the Effective Time, and provided that FNB has delivered, or caused to be delivered, to the Exchange Agent all information that is necessary for the Exchange Agent to perform its obligations as specified herein, the Exchange Agent in accordance with the Exchange Agent Agreement shall mail or otherwise cause to be delivered to each holder of record of a Certificate or Certificates who has not previously surrendered such Certificate or Certificates an Election Form and Letter of Transmittal, as hereinafter defined, to include or be accompanied by 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 delivery of the Certificates to the Exchange Agent, as well as instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration as provided for in this Agreement (collectively, the “Election Form and Letter of Transmittal” or “Election Form”). The form of Election Form and Letter of Transmittal shall be agreed to between FNB and Buyer not later than the time of filing of the Registration Statement. Each Election Form and Letter of Transmittal shall permit such Holder, subject to the allocation and election procedures set forth in this Section 2.06, to (i) elect to receive the Cash Consideration for all of the shares of FNB Common Stock held by such Holder in accordance with Section 2.01(c), (ii) elect to receive the Stock Consideration for all of such shares in accordance with Section 2.01(c), (iii) elect to receive the Stock Consideration for a specified number of whole shares of such Holder’s FNB Common Stock and the Cash Consideration for the remaining number of whole shares of such Holder’s FNB Common Stock or (iv) indicate that such Holder has no preference as to the receipt of cash or Buyer Common Stock for such shares (a “Non-Election”). A Holder who holds such shares as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Forms, provided, that each such Election Form covers all of the shares of FNB Common Stock held by such Representative for a particular beneficial owner. Any shares of FNB Common Stock with respect to which the Holder thereof has not, as of the Election Deadline, made an election by submission to the Exchange Agent of an effective, properly completed Election Form shall be deemed Non-Election Shares. (c) Parent shall make Notwithstanding any other provision in this Agreement to the Form of contrary, a Holder who (i) makes a Stock Election initially available not that would result in such Holder receiving less than twenty ten (2010) business days prior whole shares of Buyer Common Stock, or (ii) would otherwise be allocated Stock Consideration consisting of less than ten (10) whole shares of Buyer Common Stock under this Section 2.06 as a result of a Non-Election or deemed Non-Election or (iii) would otherwise be allocated Stock Consideration consisting of less than ten (10) whole shares of Buyer Common Stock pursuant to the anticipated Election Deadline allocation and pro-ration provisions of Section 2.02, shall use all reasonable efforts to make available instead in any such case of (i), (ii) or (iii) above, be allocated Cash Consideration in respect of such shares of FNB Common Stock as promptly as possible if such Holder had made a Form of valid Election to any stockholder receive Cash Consideration in respect of the Company who requests such Form shares 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 FNB 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 To be effective, a properly completed Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this AgreementForm, 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, 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) to which such Election Form of Election relates or by an appropriate customary guarantee of delivery of such certificatesrelates, 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 shall be submitted 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 Electionno later than 5:00 p.m., unless otherwise determined by ParentCentral time, 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 Buyer and the Company shall FNB agree is as near as practicable to five (5) business days prior Business Days before the anticipated Effective Time (or such other time and date as Buyer and FNB may mutually agree, and as to be set forth in the Election Form) (the “Election Deadline”). FNB shall provide to the expected Closing DateExchange Agent all information reasonably necessary for it to perform the duties as specified herein. Parent An Election shall be deemed to have been properly made only if the Exchange Agent shall have duly received a properly completed Election Form, accompanied by the Certificate(s) to which such Election Form relates, by the Election Deadline, unless a Holder elects to make delivery of the Certificate(s) pursuant to a guarantee of delivery as provided in the Election Form, in which case a properly completed Election Form shall be delivered to and received by the Exchange Agent by the Election Deadline, and the Company Certificates(s) shall cooperate be delivered pursuant to issue the guarantee of delivery as provided in the Election Form no later than two (2) Business Days after the Election Deadline. If a press release reasonably satisfactory Holder either (i) does not submit a properly completed Election Form and the Certificate(s) in a timely fashion or (ii) revokes his, her or its Election Form before the Election Deadline (without later submitting a properly completed Election Form before the Election Deadline), the shares of FNB Common Stock held by such Holder shall be designated as Non-Election Shares. Any Holder may revoke or change his, her or its Election by written notice to each the Exchange Agent only if such notice of them announcing revocation or change is duly received by the date Exchange Agent before the Election Deadline. Subject to the terms of this Agreement and of the Election Deadline not more than twenty (20) business days before, and at least ten (10) business days prior toForm, the Election DeadlineExchange Agent shall have sole authority to determine when any Election, modification or revocation is received and whether any such Election, modification or revocation has been properly made.

Election Procedures. Each holder of record of shares of Company Common Stock (other than any Cancelled Shares and any shares of Company Common Stock held by any of the Company’s Subsidiaries) (each, a “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:procedures set forth in this Section 2.7. (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 2.7 (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 Election, (ii) the number of such 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 ElectionElection 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 2.8. Any share of Company Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Form of Election on or before the Election Deadline shall be deemed to be Share Electing Shares. (b) Parent The Company shall prepare a form reasonably acceptable to the Company IAC (the “Form of Election”) ), which shall be mailed by the Company to record holders of Company Common Stock Holders so as to permit those holders such 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 Holders as of the record date for the Company Stockholders’ Meeting not less than twenty (20) business days Business Days prior to the anticipated Election Deadline and Deadline. The Company 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 during the period following the record date for the Company Special 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(i) (whichthe Certificates, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) if any, to which such Form of Election relates relates, duly endorsed in blank or by an appropriate customary guarantee otherwise in form acceptable for transfer on the books of delivery the Company, and (ii) in the case of such certificatesBook-Entry Shares, as any additional documents specified in the procedures set forth in such the 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 of the Company Stockholders’ Meeting, unless otherwise agreed in advance by the Company and IAC, in which event 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 promptly announce such rescheduled Election Deadline.

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 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.such

Election Procedures. Each holder of record of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (a “Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election 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 Election and (ii) the number of other 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; provided, that, for the avoidance of doubt, a Holder may not make both a Share Election and a Cash Election with respect to the same share of Company Common Stock owned by such Holder. (b) Prior to effectiveness of the Form S-4, Parent shall prepare and file as an exhibit thereto 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 or delivered, as applicable, the Form of Election initially available to record holders of shares of Company 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 (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 an agent reasonably acceptable to the Company (the “Exchange Agent”), for the purpose of receiving Elections and transferring Book-Entry Shares and exchanging shares of Company Common Stock represented by Certificates for Merger Consideration, pursuant to an exchange agent agreement reasonably acceptable to Parent and the Company entered into prior to the Mailing Date (the “Exchange Agent Agreement”) entered into prior ). Subject to the mailing terms of the Form of Exchange Agent 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 signed, with such Form of Election either electing to transfer Book-Entry Shares or 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. Failure to deliver shares of Company Common Stock Certificates 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 date that Parent and the Company shall agree is as near as practicable to five (5) business days Business Day immediately 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 DeadlineStockholder Meeting.

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 2.1 (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 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 cause the Form of Election initially available to be sent to holders of record 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 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 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 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 Parent, in its sole discretion. For shares of Company Common Stock held in book entry form, Parent 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 payment (a “Notice of Dissenter’s Intent”) pursuant to Section 13.21 of the VBCA, 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 time (in the city in which the principal office of the Exchange Agent is located) on the later of (1) the date of the meeting of the Company shareholders pursuant to Section 6.3 and (2) 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 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 holder of record of shares of Company Old Forge 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”) "ELECTION") (i) the number of shares of Company Virginia Sub Old Forge 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 Old Forge 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 Penseco shall prepare a form reasonably acceptable to the Company Old Forge (the “Form of Election”"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 Penseco 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 shareholder of the Company Old Forge 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”"EXCHANGE AGENT AGREEMENT") entered into prior to the mailing of the Form of Election to Company stockholdersOld Forge shareholders, 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 Old Forge 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 ParentPenseco, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” "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 DateOld Forge Shareholder Meeting. Parent Old Forge and the Company Penseco 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 Old Forge shareholder may, at any time prior to the Election Deadline, change 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 Penseco shall determine in its reasonable discretion that any Election is not properly made with respect to any shares of Old Forge Common Stock (neither Penseco nor Old Forge nor the Exchange Agent being under any duty to notify any shareholder of any such defect), such Election shall be deemed to be not in effect, and the shares of Old Forge 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 Old Forge shareholder 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 Penseco or Old Forge that this Agreement has been terminated in accordance with Article 9. (g) Subject to the terms of the Exchange Agent Agreement, Penseco, in the exercise of its reasonable, good faith 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 Old Forge shareholder 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 Penseco Common Stock into which shares of Old Forge Common Stock are converted in the Reverse Merger and (iv) the method of payment of cash for shares of Old Forge Common Stock converted into the right to receive the Cash Consideration and cash in lieu of fractional shares of Penseco Common Stock.

Election Procedures. Each holder 3.2.1 Holders of record BSFI Common Stock may elect to receive shares of AFC Common Stock or cash in exchange for their shares of BSFI Common Stock. The total number 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 BSFI 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 converted into Stock Consideration pursuant to this Section 3.1 3.2.1 shall be equal to the product obtained by multiplying (herein called an “Election”) (ix) the number of shares of Company Virginia Sub BSFI 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 outstanding immediately prior to the Company Effective Time by (y) 0.75 (the “Form Stock Conversion Number”). All other shares of Election”) which BSFI Common Stock 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 Deadlineconverted into Cash Consideration. 3.2.2 An election form and other appropriate customary transmittal material in such form as AFC and BSFI shall mutually agree (c“Election Form”), will be mailed no more than forty (40) Parent shall make the Form of Election initially available not business days and no less than twenty (20) business days prior to the anticipated Election Deadline Effective Time or on such earlier date as AFC and BSFI 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 mutually agree (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent AgreementMailing Date”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have received, or if a later date is agreed upon by the Election Deadline, a Form of Election properly completed AFC 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 BSFI no later than five (5) business days prior to the expected Closing Mailing Date. Parent and the Company shall cooperate to issue a press release reasonably satisfactory , to each holder of them announcing record of BSFI Common Stock entitled to vote at the date BSFI Stockholders Meeting (as defined in Section 8.1.1) permitting such holder, subject to the allocation and election procedures set forth in this Section 3.2, (i) to specify the number of shares of BSFI Common Stock owned by such holder with respect to which such holder desires to make a Cash Election in accordance with the provision of Section 3.1.4, (ii) to specify the number of shares of BSFI Common Stock owned by such holder with respect to which such holder desires to make a Stock Election, in accordance with the provision of Section 3.1.3, or (iii) to indicate that such record holder has no preference as to the receipt of cash or AFC Common Stock for such shares (a “Non-Election”). Holders of record of shares of BSFI Common Stock who hold such shares as nominees, trustees or in other representative capacities (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of BSFI Common Stock held by each Representative for a particular beneficial owner. Any shares of BSFI Common Stock with respect to which the holder thereof shall not, as of the Election Deadline not more than twenty (20) business days beforeas defined in Section 3.2.3), have made an election by submission to the Exchange Agent of an effective, properly completed Election Form shall be deemed Non-Election Shares. Any Dissenting Shares shall be deemed shares subject to a Cash Election, and at least ten with respect to such shares the holders thereof shall in no event receive consideration comprised of AFC Common Stock. AFC shall make available one or more Election Forms as may reasonably be requested in writing from time to time by all persons who become holders (10or beneficial owners) of BSFI Common Stock between the BSFI Stockholders Meeting record date and the close of business days on the business day prior to, to the Election DeadlineDeadline (as defined in Section 3.2.3), and BSFI shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein.

Election Procedures. Each holder of record of shares of Company NewDominion Common Stock, NewDominion Exercisable Options and NewDominion Restricted Stock Awards to be converted into the right to receive the Cash Consideration and/or the Stock Consideration in - 18 - accordance with, and subject to, Sections 2.7 and 2.9 (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 2.10 (herein called an “Election”) ) (i) the number of shares of Company Virginia Sub NewDominion Common Stock to be owned by such Holder as a result of the Reincorporation Merger (or subject to such NewDominion Exercisable Options and NewDominion 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 NewDominion Common Stock to be owned by such Holder as a result of the Reincorporation Merger (or subject to such NewDominion Exercisable Options and NewDominion Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to the Company NewDominion, including appropriate and customary transmittal materials in such form as prepared by Parent and reasonably acceptable to NewDominion (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 NewDominion Exercisable Options or holder of NewDominion 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, 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 Certificates representing all certificated shares 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, 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 Except for the Specified Company Stockholders, each holder of record of shares of Company Common Stock and Company Common Stock Equivalents, in each case, to be converted into the right to receive the Merger Consideration in accordance with, and subject to, Section 3.1 and this Section 3.2 (a “Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election 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 3.2(b) (herein called an “Election”) (iA) the number of shares of Company Virginia Sub Common Stock to be owned and Company Common Stock Equivalents held by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Share Stock Election and (iiB) the number of shares of Company Virginia Sub Common Stock to be owned and Company Common Stock Equivalents held 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, including appropriate and customary transmittal materials in such form as prepared by Parent and 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 Holders to exercise their right to make an Election prior to the Election DeadlineElection. (ciii) Parent and the Company (A) shall initially make available and mail the Form of Election initially available not less than twenty (20) 20 business days prior to the anticipated Election Deadline to Holders as of the fifth business day prior to such mailing date, and (B) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any 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 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.” (div) 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 and accompanied by Company Certificate(s) executed (which, following including duly executed transmittal materials included in 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 partiesParties, “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 issued and outstanding immediately prior to the Effective Time, and (each holder of Company Restricted Shares (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 Restricted Shares so as to permit those holders 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 Restricted Shares 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 of record 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 to ). Any Election shall have been made properly only if the mailing of the Form of Election to Company stockholders, 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. Each holder of record of shares of a Company Common Stock Share or Company Warrant 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 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 (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 by Parent to record holders of Company Common Stock Shares and Company Warrants so as to permit those holders the Company Holders to exercise their right to make an Election prior to the Election Deadline. For the avoidance of doubt, a holder of a Company Warrant may only make one type of Election (i.e., a Share Election, Mixed Election or Cash Election) with respect to such Company Warrant. (b) Each Company Holder may specify on the Form of Election in accordance with the provisions of this Section 3.4 and the instructions on such form (an “Election”), (i) the number of Company Common Shares with respect to which such Company Holder desires to make a Share Election, (ii) the number of Company Common Shares with respect to which such Company Holder desires to make a Mixed Election, (iii) the number of Company Common Shares with respect to which such Company Holder desires to make a Cash Election and (iv) with respect to each Company Warrant held by such Company Holder, whether such Company Holder desires to make a Share Election, a Mixed Election or a Cash Election with respect to such Company Warrant. Any holder of Company Common Shares who makes an Election shall be required to waive all appraisal rights in connection with the Company Common Shares subject to such Election. (c) Parent shall make mail or cause to be mailed or delivered, as applicable, the Form of Election initially available to the holders of the Company Warrants and to record holders of Company Common Shares as of the record date for the Company Meeting not less than twenty (20) business days 20 Business Days prior to the anticipated Election Deadline and Deadline. 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 of record of Company Common Shares or Company Warrants during the period following the record date for the Company Meeting and 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 the Exchange Agent 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 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 Certificates (or affidavits of loss in lieu of the Certificates), if any, for the Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) Shares to which such Form of Election relates relates, or the Company Warrants to which such Form of Election relates, as the case may be, 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 or Company Warrants, as applicable, 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 States; provided, Exchange Act); provided that such Certificates or Company Certificates Warrants, as applicable, are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery, and, in the case of Company Common Shares 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 Shares or Company Warrants, as applicable, 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 jointly 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 a date that Parent and mutually agreed by the Company and Parent but which in no event shall agree is as near as practicable to five be less than one (51) business days day prior to the expected anticipated 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) business days 15 Business Days before, and at least ten (10) business days five Business Days prior to, the anticipated date of the Election Deadline. Without limiting the other provisions set forth in this Section 3.4, any Company Common Shares or Company Warrants with respect to which the Exchange Agent has not received an effective, properly completed Form of Election prior to the Election Deadline (other than any Company Common Shares that constitute Dissenting Shares as of such time) shall also be deemed to be Non-Election Shares.

Election Procedures. Each holder of record of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, and (each holder of Company Restricted Shares (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 Restricted Shares so as to permit those holders 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 Restricted Shares 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 of record 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 to ). Any Election shall have been made properly only if the mailing of the Form of Election to Company stockholders, 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 by an appropriate customary guarantee of delivery of such certificates, as set forth otherwise in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in form acceptable for transfer on 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 books 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.or

Election Procedures. Each holder of record of shares of Company Bank Common Stock and Series A Preferred Stock (each, 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 2.1 (herein called an “Election”) (iw) the number of shares of Company Virginia Sub Bank 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, (iix) the number of shares of Company Virginia Sub Bank Common Stock to be owned by such Holder as with respect to which such Holder desires to make a result Cash Election, (y) the number of shares of Series A Preferred Stock owned by such Holder with respect to which such Holder desires to make a Stock Election, and (z) the Reincorporation Merger number of shares of Series A Preferred Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (b) Parent Purchaser shall prepare a form reasonably acceptable to the Company (the “Form of Election”) ), which shall be mailed to record holders of Company Common Stock the Bank’s shareholders so as to permit those holders the Bank’s shareholders to exercise their right to make an Election prior to the Election Deadline. (c) Parent Purchaser shall make the Form of Election initially available not less than twenty (20) business days prior to the anticipated Election Deadline Bank’s shareholders at the time that the Proxy Statement is made available to the shareholders of the Bank, and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder shareholder of the Company Bank 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 Purchaser and reasonably acceptable to the Company Bank (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholdersthe Bank’s shareholders and reasonably acceptable to the Bank, 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) Bank 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 the Bank Common Stock or Series A Preferred 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 ParentPurchaser, 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 Shareholder Meeting. Parent The Bank and the Company Purchaser 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 Except for the Specified Company Stockholders, each holder of record of shares of Company Common Stock and Company Common Stock Equivalents, in each case, to be converted into the right to receive the Merger Consideration in accordance with, and subject to, Section 3.1 and this Section 3.2 (a “Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election 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 3.2(b) (herein called an “Election”) (iA) the number of shares of Company Virginia Sub Common Stock to be owned and Company Common Stock Equivalents held by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Share Stock Election and (iiB) the number of shares of Company Virginia Sub Common Stock to be owned and Company Common Stock Equivalents held 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, including appropriate and customary transmittal materials in such form as prepared by Parent and 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 Holders to exercise their right to make an Election prior to the Election DeadlineElection. (ciii) Parent and the Company (A) shall initially make available and mail the Form of Election initially available not less than twenty (20) 20 business days prior to the anticipated Election Deadline to Holders as of the fifth business day prior to such mailing date, and (B) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any 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 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.” (div) 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 and accompanied by Company Certificate(s) executed (which, following including duly executed transmittal materials included in 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 partiesParties, “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 Parent’s good faith estimate of the expected Closing DateDate or such other date as may be mutually agreed to by the Parties. The Company 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 before, and at least ten (10) three business days prior to, to the Election Deadline.

Election Procedures. Each holder of record of shares of Company Target Common Stock (“Holder”) and each holder of record of a Target Warrant (“Warrant 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 each, an “Election”) (i) the number of shares of Company Virginia Sub Target 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 Target 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 Each Warrant Holder may specify in a form reasonably acceptable to request made in accordance with the Company provisions of this Section 2.1 (the each, a “Form of Warrant Election”) (i) the number of Target Warrants owned by such Warrant Holder with respect to which shall be mailed to record holders of Company Common Stock so as to permit those holders to exercise their right such Warrant Holder desires to make an a Stock Election prior and (ii) the number of Target Warrants owned by such Warrant Holder with respect to the Election Deadlinewhich such Warrant Holder desires to make a Cash Election. (c) Parent Before the Effective Time, Buyer 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 (whichappoint American Stock Transfer & Trust Company, 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”)LLC, pursuant to an agreement (the “Exchange Agent Agreement”), to act as exchange agent (the “Exchange Agent”) entered into prior hereunder. Buyer shall prepare an election form and other appropriate and customary transmittal materials, including a Letter of Transmittal and Surrender Instruction (each defined below), in a form reasonably acceptable to Target (the “Election Form”), which shall be mailed no more than 40 business days and no less than 20 business days before the anticipated Effective Time or on such earlier date as Target and Buyer shall mutually agree to each Holder and each Warrant Holder as of five business days before the date of such mailing. Each Election Form shall permit such Holder or Warrant Holder, as the case may be, subject to the mailing allocation and election procedures set forth in this Section 2.1, to (i) elect to receive the Cash Consideration for all of the shares of Target Common Stock held by such Holder in accordance with Section 1.4(c) or, as applicable, elect to receive the Warrant Cash Consideration for all Target Warrants held by such Warrant Holder in accordance with Section 1.7(a), (ii) elect to receive the Stock Consideration for all of the shares of Target Common Stock held by such Holder, in accordance with Section 1.4(c) or, as applicable, elect to receive the Warrant Stock Consideration for all Target Warrants held by such Warrant Holder in accordance with Section 1.7(a), (iii) elect to receive the Stock Consideration for a part of such Holder’s Target Common Stock and the Cash Consideration for the remaining part of such Holder’s Target Common Stock in accordance with Section 1.4(c) or, as applicable, elect to receive the Warrant Stock Consideration for a part of such Warrant Holder’s Target Warrants and the Warrant Cash Consideration for the remaining part of such Warrant Holder’s Target Warrants in accordance with Section 1.7(a) or (iv) indicate that such Holder or Warrant Holder, as the case may be, has no preference as to the receipt of cash or Buyer Common Stock for such shares and/or Target Warrants (a “Non-Election”). A Holder who holds such shares, or Warrant Holder who holds such Target Warrants, as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Forms, provided, that each such Election Form covers all of Election the shares of Target Common Stock and/or Target Warrants held by such Representative for a particular beneficial owner. Any shares of Target Common Stock with respect to Company stockholderswhich the Holder thereof, shall have receivedand any Target Warrants with respect to which the Warrant Holder thereof, by has not, as of the Election Deadline, a Form of Election properly completed and signed and accompanied made an election 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 submission 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 an effective, properly completed Election Form shall be deemed to invalidate any otherwise properly made ElectionNon-Election Shares and/or Non-Election Warrants, unless otherwise determined by Parent, in its sole discretionas applicable. As used herein, unless otherwise agreed in advance by the partiesthis Agreement, “Election DeadlineLetter of Transmittal” means 5:00 p.m. local time (one or more letters of transmittal to the Exchange Agent, which shall be substantially in the city in which the principal office of such form and have such other provisions as shall be prescribed by the Exchange Agent is locatedAgreement and which shall specify that delivery of Certificate(s) on the date that Parent and the Company and/or Target Warrants 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 beforebe effected, and at least ten risk of loss and title to Certificate(s) and/or Target Warrants shall pass, only upon delivery of such Certificate(s) and/or Target Warrants (10or customary affidavits of loss in lieu of such Certificate(s) business days prior toand/or Target Warrants and indemnification regarding the loss or destruction of such Certificate(s) and/or Target Warrants). As used in this Agreement, “Surrender Instructions” means instructions for use in surrendering Certificate(s) and/or Target Warrants (or customary affidavits of loss in lieu of such Certificates and/or Target Warrants and indemnification regarding the Election Deadlineloss or destruction of such Certificates and/or Target Warrants) in exchange for the Merger Consideration and/or consideration for the Target Warrants, as applicable, and any cash in lieu of fractional shares of Buyer Common Stock to be issued or paid in consideration therefor in accordance with Section 2.3(g) upon surrender of such Certificate and any dividends or distributions to which the holder is entitled pursuant to Section 2.3(d).

Election Procedures. Each holder of record (a) Holders of shares of Company Bankshares Common Stock may elect to receive either the Stock Consideration or the Cash Consideration (“Holder”in either case without interest) shall have in exchange for each share of Bankshares Common Stock owned by them in accordance with the right, procedures and subject to the limitations set forth in this Article III, Section 2.2. Shares of Bankshares Common Stock as to submit which a Cash Election has been made are referred to herein as “Cash Election Shares.” Shares of Bankshares Common Stock as to which a Stock Election has been made are referred to as “Stock Election Shares.” Shares of Bankshares Common Stock as to which no election has been made (or as to which an Election Form is not returned properly completed) are referred to herein as “Non-Election Shares.” (b) ▇▇▇▇▇▇▇ shall prepare a form (the “Election Form”) pursuant to which each holder of Bankshares Common Stock may make 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) as to the number form of shares of Company Virginia Sub consideration that they desire to receive for their Bankshares Common Stock in the Merger, which shall be, in form and substance, acceptable to be owned by such Holder as a result both ▇▇▇▇▇▇▇ and Bankshares. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇ shall mutually determine the timing 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 mailing of the Reincorporation Merger with respect Election Form 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 all Bankshares shareholders so as to permit those holders Bankshares’ shareholders 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 their election on 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 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 (the date specified in the city Election Form by ▇▇▇▇▇▇▇ (which date shall be mutually agreeable to Bankshares), as the last day on which Election Forms will be accepted; provided, however, that the Election Deadline may not occur on or after the Closing Date. The Election Form and related materials associated with making such Election shall be mailed, together with and on the same date, as the Proxy Statement/Prospectus (as defined herein) is mailed to stockholders of Bankshares (the “Mailing Date”) to each holder of record of Bankshares Common Stock eligible to vote at the Bankshares Stockholders’ Meeting and the Election Form record date will be the same record date as those eligible to vote at the Bankshares Stockholders’ Meeting to approve the Agreement (the “Election Form Record Date”). Such materials associated with the Election Form will include appropriate and customary transmittal materials containing instructions with respect to the surrender of certificates representing shares of Bankshares Common Stock and the receipt of the Merger Consideration contemplated by this Agreement and will require each holder of shares of Bankshares Common Stock to transfer good and marketable title to such shares of Bankshares Common Stock to ▇▇▇▇▇▇▇, free and clear of all liens, claims and encumbrances (and which shall also 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 Bankshares and ▇▇▇▇▇▇▇ shall mutually agree (the “Letter of Transmittal”)). Each Election Form shall permit such holder, subject to the allocation and election procedures set forth in this Section 2.2, (i) to elect to receive the Cash Consideration for some or all of the shares of Bankshares Common Stock held by such holder, in accordance with Section 2.1(c)(1), or (ii) to elect to receive the Stock Consideration for some or all of such shares, in accordance with Section 2.1(c)(2). A holder of record of shares of Bankshares Common Stock who holds such shares as nominee, trustee or in another representative capacity (a “Stockholder Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of Bankshares Common Stock held by such Stockholder Representative for a particular beneficial owner. Any shares of Bankshares Common Stock with respect to which the principal office holder thereof shall not, as of the Election Deadline, have made an election by submission to the Exchange Agent is located) on the date that Parent and the Company of an effective, properly completed Election Form 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 be deemed Non-Election Deadline not more than twenty (20) business days before, and at least ten (10) business days prior to, the Election DeadlineShares.