Common use of Election Procedures Clause in Contracts

Election Procedures. (a) Not less than 30 days prior to the anticipated Effective Time (the “Mailing Date”), Parent will cause to be mailed to each record holder of shares of Company Stock (other than shares of Company Stock cancelled pursuant to Section 2.04(c)) as of five Business Days prior to the Mailing Date: (x) an election form in such form consistent with the terms of this Agreement as Parent shall specify (which such form shall be reasonably acceptable to the Company) (the “Election Form”) and (y) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Stock shall be deemed to pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof together with the required indemnity) or transfer of the Book-Entry Shares to the Exchange Agent, and shall be in a customary form and have such other provisions as are reasonably acceptable to the Company and Parent, including instructions for use in effecting the surrender or transfer (the “Letter of Transmittal”). The Election Form shall state the procedures for electing the Merger Consideration and shall specify the number of shares of Parent Common Stock and/or amount of cash that comprise the Alternative Consideration as determined by Parent. (b) Each Election Form will permit each holder of shares of Company Stock to specify (i) the number of shares of Company Stock with respect to which such holder elects to receive the CVR Consideration, (ii) the number of shares of Company Stock with respect to which such holder elects to receive the Cash & Stock Consideration or (iii) that such holder makes no election with respect to such holder’s shares of Company Stock. Any shares of Company Stock with respect to which the Exchange Agent does not receive a properly completed Election Form during the period (the “Election Period”) from the Mailing Date to 5:00 p.m., Eastern time, on the date which Parent and the Company shall agree is as near as practicable to three Business Days preceding the Closing Date, or such other date as Parent and the Company will, prior to the Closing, mutually agree (the “Election Deadline”), will be deemed to be No Election Shares. Parent and the Company shall publicly announce the date of the Election Deadline at least three Business Days prior to the Election Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Parent shall direct the Exchange Agent to make Election Forms available as may be reasonably requested from time to time by all Persons who become holders of record of Company Stock between the date that is five Business Days prior to the Mailing Date and the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent to perform as specified in this Agreement and as specified in any agreement between Parent and/or the Company and the Exchange Agent. (d) Any election made pursuant to this Section 3.01 will have been properly made only if the Exchange Agent will have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the Person submitting it, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the shares of Company Stock represented by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Any termination of this Agreement in accordance with Article IX shall result in the revocation of all Election Forms delivered to the Exchange Agent on or prior to the date of such termination. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters will be binding and conclusive. None of Parent, First Merger Sub, Second Merger Sub, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. (a) Not less than 30 days prior to the anticipated Effective Time (the “Mailing Date”), Parent will cause to be mailed to each record holder of shares of Company Stock (other than shares of Company Stock cancelled pursuant to Section 2.04(c)) as of five Business Days prior to the Mailing Date: (x) an An election form in such form consistent with the terms of this Agreement as Parent shall specify and other appropriate and customary transmittal materials (which such form shall be reasonably acceptable to the Company) (the “Election Form”) and (y) a 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 be deemed to pass, only upon proper delivery of the such Certificates (or affidavits of loss in lieu thereof together with the required indemnity) or transfer of the Book-Entry Shares to the Exchange Agent, ) in such form as ETP shall reasonably specify and as shall be in a customary form and have such other provisions as are reasonably acceptable to the Company and Parent, including instructions for use in effecting the surrender or transfer (the “Letter Election Form”) shall be mailed no less than thirty (30) days prior to the anticipated Closing Date or on such other date as ETP and the Company shall mutually agree (the “Mailing Date”) to each holder of Transmittalrecord 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”). The Election Form shall state the procedures for electing the Merger Consideration and shall specify the number of shares of Parent Common Stock and/or amount of cash that comprise the Alternative Consideration as determined by Parent. (b) Each Election Form will shall permit each the holder of shares of Company Stock (or the beneficial owner through appropriate and customary documentation and instructions) to specify (i) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the CVR Consideration, makes a Mixed Election; (ii) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the makes a Cash & Stock Consideration or Election; and (iii) that the number of shares of such holder’s Company Common Stock with respect to which such holder makes no election with respect to such holder’s shares of Company Stocka Common Unit Election. Any shares of Company Stock Shares with respect to which the Exchange Agent does has not receive a received an effective, properly completed Election Form during the period (the “Election Period”) from the Mailing Date to on or before 5:00 p.m., Eastern New York time, on the twentieth (20th) day following the Mailing Date (or such other time and date which Parent as ETP and the Company shall agree is as near as practicable to three Business Days preceding the Closing Date, or such other date as Parent and the Company will, prior to the Closing, mutually agree agree) (the “Election Deadline”), will ) (other than Cancelled Shares and Subsidiary Shares) shall be deemed to be “No Election Shares. Parent ,” and the Company shall publicly announce the date holders of the such No Election Deadline at least three Business Days prior to the Election Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline Shares shall be similarly delayed deemed to have made a subsequent date, and Parent and the Company shall promptly announce any Mixed Election with respect to such delay and, when determined, the rescheduled No Election DeadlineShares. (c) Parent ETP shall direct the Exchange Agent to make available one or more Election Forms available as may reasonably be reasonably requested from time to time by all Persons persons who become holders of record (or beneficial owners) of Company Common Stock between the date that is five Business Days Election Form Record Date and the close of business on the business day prior to the Mailing Date and the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent it to perform as specified in this Agreement and as specified in any agreement between Parent and/or the Company and the Exchange Agentherein. (d) Any election made pursuant to this Section 3.01 will shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during by the Election PeriodDeadline. After a Mixed Election, Cash Election or a Common Unit 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. Any Election Form may be revoked or changed by the Person person submitting itsuch Election Form, by written notice received by the Exchange Agent during prior to the Election PeriodDeadline. In the event an Election Form is revoked during prior to the Election PeriodDeadline, the shares of Company Common Stock represented by such Election Form will be deemed to be shall become No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Any termination with respect to any or all of this Agreement in accordance with Article IX shall result in the revocation such shares of all Election Forms delivered to the Exchange Agent on or Company Common Stock prior to the date of such terminationElection Deadline. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good good-faith decisions of the Exchange Agent regarding such matters will shall be binding and conclusive. None of Parent, First Merger Sub, Second Merger SubETP, the Company or the Exchange Agent will shall be under any obligation to notify any Person person of any defect in an Election Form.

Election Procedures. (a) Not less than 30 days Each person who, on or prior to the anticipated Effective Time (the “Mailing Date”)Election Deadline, Parent will cause to be mailed to each is a record holder of shares of Company Common Stock (other than Excluded Shares shall be entitled to specify the number of such holder's shares of Company Common Stock cancelled pursuant with respect to Section 2.04(c)) as of five Business Days prior to the Mailing Date: (x) an election form in such form consistent with the terms of this Agreement as Parent shall specify (which such holder makes a Cash Election, a Share Election or a Mixed Election. (b) Acquiror shall prepare a form shall be of election (the "Form of Election") in form and substance reasonably acceptable to the Company) (the “. The Form of Election Form”) and (y) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the shares of any Company Stock Certificates shall be deemed to pass, only upon proper delivery of the Form of Election and any Company Stock Certificates in accordance with Section 2.3. The Company shall mail the Form of Election on a date to be mutually agreed by Acquiror and the Company that is not more than forty-five (45), nor less than thirty (30) days, prior to the anticipated Closing Date or affidavits such other date as Acquiror and the Company shall mutually agree (the "Mailing Date") to all persons who are record holders of loss in lieu thereof together with the required indemnity) or transfer shares of Company Common Stock as of the Book-Entry Shares close of business on the fifth (5th) Business Day prior to the Exchange Agent, and shall be in a customary form and have such other provisions as are reasonably acceptable to the Company and Parent, including instructions for use in effecting the surrender or transfer Mailing Date (the “Letter of Transmittal”"Election Form Record Date"). The Form of Election Form shall state the procedures for electing the Merger Consideration and shall specify the number of shares of Parent Common Stock and/or amount of cash that comprise the Alternative Consideration as determined be used by Parent. (b) Each Election Form will permit each record holder of shares of Company Common Stock (or, in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to specify (i) make a Cash Election, a Share Election or a Mixed Election. The Company shall use its reasonable best efforts to make the number Form of Election available as may be reasonably requested from time to time by all persons who become record holders of shares of Company Common Stock with respect during the period between the Election Form Record Date and the Election Deadline, and the Company shall provide to which such holder elects to receive the CVR Consideration, (ii) the number of shares of Company Stock with respect to which such holder elects to receive the Cash & Stock Consideration or (iii) that such holder makes no election with respect to such holder’s shares of Company Stock. Any shares of Company Stock with respect to which the Exchange Agent does not receive a all information reasonably necessary for Acquiror and the Exchange Agent to perform as specified herein. (c) Any holder's election shall have been properly completed Election Form during made only if the period (the “Election Period”) from the Mailing Date to Exchange Agent shall have received at its designated office by 5:00 p.m., Eastern local time, on the twenty-fifth (25th) day following the Mailing Date (or such other time and date which Parent as Acquiror and the Company shall agree is as near as practicable may agree) (the "Election Deadline"), a Form of Election properly completed and signed and accompanied by: (i) Company Stock Certificates representing the shares of Company Common Stock to three Business Days preceding which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the Closing Date, or such other date as Parent and books of the Company will(or by an appropriate guarantee of delivery of such Company Certificates as set forth in such Form of Election from a firm that is an "eligible guarantor institution" (as defined in Rule 17Ad-15 under the Exchange Act); provided, prior that such Company Stock Certificates are in fact delivered to the ClosingExchange Agent by the time set forth in such guarantee of delivery);or (ii) in the case of book-entry shares, mutually agree any additional documents required by the procedures set forth in the Form of Election. After a Cash Election, a Share Election or a Mixed Election is properly made with respect to any shares of Company Common Stock, no further registration of transfers of such shares of Company Common Stock shall be made on the stock transfer books of the Company, unless and until such Cash Election, Share Election or Mixed Election is properly revoked. (the “Election Deadline”), will be deemed to be No Election Shares. Parent d) Acquiror and the Company shall publicly announce the date of the anticipated Election Deadline at least three (3) Business Days prior to the anticipated Election Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall may, upon mutual agreement of Acquiror and the Company, be similarly delayed to a subsequent date, and Parent Acquiror and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Parent shall direct the Exchange Agent to make Election Forms available as may be reasonably requested from time to time by all Persons who become holders of record of Company Stock between the date that is five Business Days prior to the Mailing Date and the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent to perform as specified in this Agreement and as specified in any agreement between Parent and/or the Company and the Exchange Agent. (de) Any election made pursuant to this Section 3.01 will have been properly made only if the Exchange Agent will have actually received a properly completed Cash Election, Share Election Form during the or Mixed Election Period. Any Election Form may be revoked with respect to all or changed a portion of the shares of Company Common Stock subject thereto by the Person submitting it, holder who submitted the applicable Form of Election by written notice received by the Exchange Agent during prior to the Election PeriodDeadline. In the event an addition, all Cash Elections, Share Elections and Mixed Elections shall automatically be revoked if this Agreement is terminated in accordance with its terms. If a Cash Election, Share Election Form or Mixed Election is revoked during the Election Periodrevoked, the shares of as to which such election previously applied shall be treated as Non-Electing Company Stock represented by such Election Form will be deemed to be No Election Shares, except to the extent Shares unless a subsequent contrary election is properly made by the holder within the period during the Election Periodwhich elections are permitted to be made pursuant to Section 2.4(c). Any termination of this Agreement in accordance with Article IX shall result Company Stock Certificates will not be returned to holders in the revocation of all Election Forms delivered to event an election is revoked unless the Exchange Agent on or prior to the date of such termination. holder so requests. (f) Subject to the terms of this Agreement and the Form of Election, the Election Formreasonable, good-faith determination of the Exchange Agent will (or the joint determination of Acquiror and the Company, in the event that the Exchange Agent declines to make any such determination) shall be conclusive and binding as to whether or not Cash Elections, Mixed Elections and Share Elections shall have reasonable discretion to determine whether any election, revocation or change has been properly made or timely made revoked pursuant to this Section 2.4 (and to disregard any immaterial defects in the Election FormsForms of Election) and as to when Cash Elections, Mixed Elections, Share Elections and any good faith decisions of revocations were received by the Exchange Agent. The Exchange Agent (or Acquiror and the Company jointly, in the event that the Exchange Agent regarding such matters will declines to make the following computation) shall also make all computations contemplated by Section 2.1(a), and absent manifest error this computation shall be binding conclusive and conclusivebinding. The Exchange Agent may, with the written agreement of Acquiror (subject to the consent of the Company, not to be unreasonably withheld), make any rules as are consistent with this Section 2.4 for the implementation of the Cash Elections, Mixed Elections and Share Elections provided for in this Agreement as shall be necessary or desirable to effect these Cash Elections, Mixed Elections and Share Elections. None of Parent, First Merger Sub, Second Merger SubAcquiror, the Company or the Exchange Agent will shall be under any obligation to notify any Person person of any defect in an Election Forma Form of Election.

Election Procedures. (a) Not less than 30 days prior to the anticipated Effective Time (the “Mailing Date”), Parent will cause to be mailed to each record holder of shares of Company Stock (other than shares of Company Stock cancelled pursuant to Section 2.04(c)) as of five Business Days prior to the Mailing Date: (x) an An election form in such form consistent with the terms of this Agreement as Parent shall specify and other appropriate and customary transmittal materials (which such form shall be reasonably acceptable to the Company) (the “Election Form”) and (y) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Stock Certificates shall be deemed to pass, only upon proper delivery of the such Certificates (to a bank or affidavits of loss in lieu thereof together with the required indemnity) or transfer of the Book-Entry Shares to the Exchange Agent, trust company designated by Buyer and shall be in a customary form and have such other provisions as are reasonably acceptable satisfactory to the Company and Parent, including instructions for use in effecting the surrender or transfer (the “Letter of TransmittalExchange Agent”)) in such form as the Company and Buyer shall mutually agree (the “Election Form”), shall be mailed no more than forty (40) and no less than twenty (20) Business Days prior to the anticipated Election Deadline (the “Mailing Date”) to each holder of record of Company Common Stock. The Each Election Form shall state permit the procedures for electing the Merger Consideration and shall specify the number holder of shares record of Parent Company Common Stock and/or amount (or in the case of cash that comprise nominee record holders, the Alternative Consideration as determined by Parent. (bbeneficial owner through proper instructions and documentation) Each Election Form will permit each holder of shares of Company Stock to specify (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”); provided that, notwithstanding any other provision of this Agreement, sixty percent (60%) of the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (the “Stock Conversion Number”), shall 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) 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 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 is not properly completed 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 such holder elects a Stock Election has been made is referred to receive herein as the CVR Consideration“Stock Election Number.” (b) To be effective, (ii) the number of shares of Company Stock with respect to which such holder elects to receive the Cash & Stock Consideration or (iii) that such holder makes no election with respect to such holder’s shares of Company Stock. Any shares of Company Stock with respect to which the Exchange Agent does not receive a properly completed Election Form during shall be submitted to the period (the “Election Period”) from the Mailing Date to Exchange Agent on or before 5:00 p.m., Eastern New York City time, on a date no later than the date which Parent and the Company shall agree is as near as practicable to three 5th Business Days preceding the Closing Date, or such other date as Parent and the Company will, Day prior to the Closing, Closing Date to be mutually agree agreed upon by the parties (which date shall be publicly announced by Buyer as soon as practicable prior to such date) (the “Election Deadline”), will accompanied by the Certificates as to which such Election Form is being made or by an appropriate guarantee of delivery of such Certificates, as set forth in the Election Form, from a member of any registered national securities exchange or a commercial bank or trust company in the United States (provided that such 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 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 Buyer, in its sole discretion). For shares of Company Common Stock held in book entry form, Buyer shall establish procedures for delivery of such shares, which procedures shall be No reasonably acceptable to the Company. If a holder of Company Common Stock either (i) does not submit a properly completed Election Shares. Parent and Form in a timely fashion or (ii) revokes the Company shall publicly announce the date of holder’s Election Form prior to the Election Deadline at least three Business Days (without later submitting a properly completed Election Form prior to the Election Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Parent shall direct the Exchange Agent to make Election Forms available as may be reasonably requested from time to time by all Persons who become holders of record of Company Stock between the date that is five Business Days prior to the Mailing Date and the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent to perform as specified in this Agreement and as specified in any agreement between Parent and/or the Company and the Exchange Agent. (d) Any election made pursuant to this Section 3.01 will have been properly made only if the Exchange Agent will have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the Person submitting it, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period), the shares of Company Common Stock represented held by such Election Form will holder shall be deemed to be No designated Non-Election Shares. In addition, except to the extent a subsequent election is properly made during the Election Period. Any termination of this Agreement in accordance with Article IX shall result in the revocation of all Election Forms delivered to shall automatically be revoked, and all Certificates returned, if the Exchange Agent on or prior to is notified in writing by Buyer and the date of such terminationCompany that this Agreement has been terminated. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will 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 any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters will shall be binding and conclusive. None of Parent, First Merger Sub, Second Merger Sub, the Company or Neither Buyer nor the Exchange Agent will shall be under any obligation to notify any Person of any defect in an Election Form. (c) The allocation among the holders of shares of Company Common Stock of rights to receive the Cash Consideration and the 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 be converted into the right to 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 product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; (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 be converted into the right to 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 fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 2.3 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. 3.2.1. Holders of FSBI Common Stock may elect to receive shares of PFS Common Stock or cash (ain either case without interest) Not less than 30 days prior in exchange for their shares of FSBI Common Stock in accordance with the following procedures, provided that, in the aggregate, and subject to the anticipated provisions of Section 3.2.6, 60% of the total number of shares of FSBI Common Stock issued and outstanding at the Effective Time Time, including any Dissenting Shares but excluding any Treasury Stock (the “Mailing DateStock Conversion Number”), Parent will cause shall be converted into the Stock Consideration and the remaining outstanding shares of FSBI Common Stock shall be converted into the Cash Consideration. Shares of FSBI Common Stock as to be mailed which a Cash Election (including, pursuant to each record holder a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of FSBI Common Stock as to which a Stock Election has been made (including, pursuant to a Mixed Election) are referred to as “Stock Election Shares.” Shares of FSBI Common Stock as to which no election has been made (or as to which an Election Form is not returned properly completed) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Company FSBI Common Stock (other than shares with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.” Any Dissenting Shares shall be deemed to be Cash Election Shares, and the holders thereof shall in no event receive consideration comprised of Company PFS Common Stock cancelled pursuant with respect to Section 2.04(c)) as of five Business Days prior to the Mailing Date: (x) an such shares. 3.2.2. An election form in such form consistent with the terms of this Agreement as Parent shall specify and other appropriate and customary transmittal materials (which such form shall be reasonably acceptable to the Company) (the “Election Form”) and (y) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Stock Certificates shall be deemed to pass, only upon proper delivery of the such Certificates (or affidavits of loss in lieu thereof together with the required indemnity) or transfer of the Book-Entry Shares to the Exchange Agent), in such form as FSBI and PFS shall mutually agree (“Election Form”), shall be in a customary form and have such other provisions as are reasonably acceptable mailed 40 days prior to the Company anticipated Effective Time or on such earlier date as PFS and Parent, including instructions for use in effecting the surrender or transfer FSBI shall mutually agree (the “Letter Mailing Date”) to each holder of Transmittalrecord of FSBI Common Stock as of five business days prior to the Mailing Date (the “Election Form Record Date”). The Each Election Form shall state permit such holder, subject to the allocation and election procedures for electing the Merger Consideration and shall specify the number of shares of Parent Common Stock and/or amount of cash that comprise the Alternative Consideration as determined by Parent. (b) Each Election Form will permit each holder of shares of Company Stock to specify set forth in this Section 3.2, (i) the number of shares of Company Stock with respect to which such holder elects elect to receive the CVR ConsiderationCash Consideration for all of the shares of FSBI Common Stock held by such holder (a “Cash Election”), in accordance with Section 3.1.3, (ii) to elect to receive the number Stock Consideration for all of such shares (a “Stock Election”), in accordance with Section 3.1.3, (iii) elect to receive the Stock Consideration for a part of such holder’s FSBI Common Stock and the Cash consideration for the remaining part of such holder’s FSBI Common Stock (a “Mixed Election”), or (iv) to indicate that such record holder has no preference as to the receipt of cash or PFS Common Stock for such shares (a “Non-Election”). A holder of record of shares of Company FSBI Common Stock with respect to which who holds such holder elects to receive shares as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the Cash & Stock Consideration or (iii) that such holder makes no election with respect to such holder’s shares of Company StockFSBI Common Stock held by such Representative for a particular beneficial owner. Any shares of Company FSBI 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 does not of an effective, properly completed Election Form shall be deemed Non-Election Shares. All Dissenting Shares shall be deemed shares subject to a Cash Election, and with respect to such shares the holders thereof shall in no event receive consideration comprised of PFS Common Stock, subject to Section 3.1.5 hereof. 3.2.3. To be effective, a properly completed Election Form during shall be submitted to the period (the “Election Period”) from the Mailing Date to Exchange Agent on or before 5:00 p.m., Eastern New York City time, on the date which Parent and 20th day following the Company shall agree is as near as practicable to three Business Days preceding the Closing Date, Mailing Date (or such other time and date as Parent PFS and the Company will, prior to the Closing, FSBI may mutually agree agree) (the “Election Deadline”); provided, will be deemed to be No Election Shares. Parent and the Company shall publicly announce the date of however, that the Election Deadline at least three Business Days may not occur on or after the Closing Date; and provided further that the Election Deadline may not occur prior to the seventh business day after receipt of all Regulatory Approvals (excluding the expiration of any applicable waiting periods). FSBI shall make available up to two separate Election Forms, or such additional Election Forms as PFS may permit, to all persons who become holders (or beneficial owners) of FSBI Common Stock between the Election Form Record Date and the close of business on the business day prior to the Election Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Parent shall direct the Exchange Agent to make Election Forms available as may be reasonably requested from time to time by all Persons who become holders of record of Company Stock between the date that is five Business Days prior to the Mailing Date and the Election Deadline, and the Company FSBI shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent it to perform as specified in this Agreement and as specified in any agreement between Parent and/or the Company and the Exchange Agent. (d) Any herein. An election made pursuant to this Section 3.01 will shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during by the Election PeriodDeadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of FSBI Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If an FSBI stockholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline, the shares of FSBI Common Stock held by such stockholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the Person person submitting it, such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the shares of Company Stock represented by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Any termination of this Agreement in accordance with Article IX shall result in the revocation of all Election Forms delivered to the Exchange Agent on at or prior to the date of such terminationElection Deadline. PFS shall cause the Certificate or Certificates relating to any revoked Election Form to be promptly returned without charge to the person submitting the Election Form to the Exchange Agent. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will shall have reasonable discretion to determine whether when any election, modification or revocation is received and whether any such election, modification or change revocation has been properly or timely made made. 3.2.4. If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to disregard immaterial defects receive the Cash Consideration, and, subject to Section 3.2.7 hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration only with respect to that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration. 3.2.5. If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election FormsShares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 3.2.7 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and any good faith decisions the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 3.2.7 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration. 3.2.6. Notwithstanding anything in this Article III to the contrary, if the aggregate value of the Exchange Agent regarding Stock Consideration to be delivered as of the Effective Time less the amount of cash paid in lieu of fractional shares of PFS Common Stock pursuant to Section 3.2.7 (the “Stock Value”) is less than 42.5% of the sum of (i) the aggregate value of the Merger Consideration to be delivered as of the Effective Time, plus (ii) the value of any consideration described in Treasury Regulations Section 1.368-1(e)(1)(ii), plus (iii) cash paid to holders of Dissenting Shares, plus (iv) the value of any consideration paid by PFS or any of its Subsidiaries (or any “related person” to PFS or any of its Subsidiaries within the meaning of Treasury Regulations Section 1.368-1(e)(3)) to acquire shares of FSBI Common Stock prior to the Effective Time (such matters will be binding and conclusive. None of Parent, First Merger Sub, Second Merger Subsum, the Company or “Aggregate Value”), then PFS shall reduce the Exchange Agent will be under any obligation number of shares of outstanding FSBI Common Stock entitled to notify any Person receive the Cash Consideration and correspondingly increase the number of any defect in an Election Formshares of FSBI Common Stock entitled to receive the Stock Consideration by the minimum amount necessary to cause the Stock Value to equal 42.5% of the Aggregate Value.

Election Procedures. (a) Not less than 30 days prior to the anticipated Effective Time (the “Mailing Date”), Parent will cause to be mailed to each record holder of shares of Company Stock (other than shares of Company Stock cancelled pursuant to Section 2.04(c)) as of five Business Days prior to the Mailing Date: (x) an An election form in such form consistent with the terms of this Agreement as Parent shall specify and other appropriate and customary transmittal materials (which such form shall be reasonably acceptable to the Company) (the “Election Form”) and (y) a 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 be deemed to pass, only upon proper delivery of the such Certificates (or affidavits of loss in lieu thereof together with the required indemnity) or transfer of the Book-Entry Shares to the Exchange Agent, ) in such form as Parent shall specify and as shall be in a customary form and have such other provisions as are reasonably acceptable to the Company and Parent, including instructions for use in effecting the surrender or transfer (the “Letter Election Form”) and pursuant to which each holder of Transmittal”). The Election Form shall state the procedures for electing the Merger Consideration and shall specify the number record of shares of Parent Company Common Stock and/or amount as of cash that comprise the Alternative Consideration close of business on the Election Form Record Date may make an election pursuant to this Section 2.3, shall be mailed at the same time as determined by Parentthe Proxy Statement or at such other time as the Company and Parent may agree (the date on which such mailing is commenced or such other agreed date, the “Mailing Date”) to each holder of record of Company Common Stock as of the close of business on the record date for notice of the Company Special Meeting (the “Election Form Record Date”). (b) Each Election Form will shall permit each the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of shares of Company Stock Appraisal Shares, to specify (i) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the CVR ConsiderationPer Share Stock Consideration (“Stock Election Shares”), (ii) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Cash & Stock Consideration (“Cash Election Shares”), or (iii) that such holder makes no election with respect to such holder’s shares of Company StockCommon Stock (“No Election Shares”). Any shares of Company Common Stock with respect to which the Exchange Agent does has not receive a received an effective, properly completed Election Form during the period (the “Election Period”) from the Mailing Date to on or before 5:00 p.m., Eastern New York time, on the date which Parent and 33rd day following the Company shall agree is as near as practicable to three Business Days preceding the Closing Date, Mailing Date (or such other time and date as Parent and the Company will, prior to the Closing, mutually agree and Parent shall agree) (the “Election Deadline”), will ) (other than any shares of Company Common Stock that constitute Appraisal Shares as of such time) shall also be deemed to be No Election Shares. Parent and If the Company shall publicly announce the date Closing has not occurred within 10 days of the Election Deadline at least three Business Days prior to the Election Deadline. If , then, unless the Closing Date is delayed then scheduled to a subsequent datetake place by the tenth day thereafter, the Election Deadline shall be similarly delayed to a subsequent datechanged, and unless Parent and the Company agree that no such change shall promptly announce any be made, to such delay andtenth day, when determinedor such other date as is agreed to by Parent and the Company, and the rescheduled Company and Parent shall make a public announcement of such new Election Deadline, if any. (c) Parent shall direct the Exchange Agent to make available one or more Election Forms available as may reasonably be reasonably requested from time to time by all Persons who become holders of record (or beneficial owners) of Company Common Stock between the date that is five Election Form Record Date and the close of business on the Business Days Day prior to the Mailing Date and the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent it to perform as specified in this Agreement and as specified in any agreement between Parent and/or the Company and the Exchange Agentherein. (d) Any such election made pursuant to this Section 3.01 will shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during by the Election PeriodDeadline. An Election Form shall be deemed properly completed only if accompanied by (i) one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all certificated shares of Company Common Stock covered by such Election Form or (ii) in the case of shares in book-entry form, any additional documents specified by the procedures set forth in the Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the Person submitting it, by written notice received by the Exchange Agent during such Election Form prior to the Election PeriodDeadline. In the event an Election Form is revoked during prior to the Election PeriodDeadline, the shares of Company Common Stock represented by such Election Form will be deemed shall become No Election Shares and Parent shall cause the Certificates, if any, representing Company Common Stock to be No promptly returned without charge to the Person submitting the Election SharesForm upon written request to that effect from the holder who submitted the Election Form, except to the extent (if any) a subsequent election is properly made during with respect to any or all of the Election Period. Any termination applicable shares of this Agreement in accordance with Article IX shall result in the revocation of all Election Forms delivered to the Exchange Agent on or prior to the date of such terminationCompany Common Stock. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters will shall be binding and conclusive. None of Parent, First Merger Sub, Second Merger Sub, the Company Sub or the Exchange Agent will shall be under any obligation to notify any Person of any defect in an Election Form. (e) Within ten Business Days after the Election Deadline, unless the Merger I Effective Time has not yet occurred, in which case as soon after the Merger I Effective Time as practicable (and in no event more than ten Business Days after the Merger I Effective Time), Parent shall cause the Exchange Agent to effect the allocation among the holders of Company Common Stock of rights to receive Parent Common Stock or cash in the Merger in accordance with the Election Forms as follows:

Election Procedures. (a) Not less than 30 days prior to the anticipated Effective Time (the “Mailing Date”), Parent will cause to be mailed to each Each holder of record holder of shares of Company Common Stock (other than shares including each share of Company Restricted Stock, each share of Company Common Stock cancelled pursuant to Section 2.04(c)under the Company 401(k) as Plan and each share of five Business Days Company Common Stock issued upon exercise of Company Options) issued and outstanding immediately prior to the Mailing Date: Effective Time (x) a “Holder ”), shall have the right, subject to the limitations set forth in this Article III, to submit an election form on or prior to the Election Deadline in such form consistent accordance with the terms following procedures: (a) Each Holder may specify in a written request made in accordance with the provisions of this Agreement as Parent shall specify Section 3.3 (which such form shall be reasonably acceptable to the Company) (the herein called an “Election Form”) and (y) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Stock shall be deemed to pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof together with the required indemnity) or transfer of the Book-Entry Shares to the Exchange Agent, and shall be in a customary form and have such other provisions as are reasonably acceptable to the Company and Parent, including instructions for use in effecting the surrender or transfer (the “Letter of Transmittal”). The Election Form shall state the procedures for electing the Merger Consideration and shall specify the number of shares of Parent Common Stock and/or amount of cash that comprise the Alternative Consideration as determined by Parent. (b) Each Election Form will permit each holder of shares of Company Stock to specify (i) the number of shares of Company Common Stock owned by such Holder with respect to which such holder elects Holder desires to receive the CVR Consideration, make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder with respect to which such holder elects Holder desires to receive make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to the Cash & Company (the “Form of Election ”), which shall be mailed or caused to be mailed by the Company to the Holders so as to permit them to exercise their right to make an Election prior to the Election Deadline in accordance with this Section 3.3. (c) At the time of mailing the Proxy Statement/Prospectus, the Company shall mail or cause to be mailed the Form of Election to holders of Company Common Stock Consideration or (iii) that such holder makes no election with respect entitled to such holder’s vote at the Stockholder Meeting and shall thereafter use its reasonable best efforts to make available as promptly as possible a Form of Election to all Persons who become holders of shares of Company Stock. Common Stock during the period following the record date for the Stockholder Meeting and prior to the Election 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 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 Common Stock with respect to which such Form of Election 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, as set forth in such Form of Election, from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the 1934 Act); provided, that such Certificates are in fact delivered to the Exchange Agent does not receive 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 in such guarantee shall be deemed to invalidate any otherwise properly completed Election Form during made Election, unless otherwise determined by Parent, in its sole and absolute discretion. As used herein, unless otherwise agreed in advance by the period (the Company and Parent, “Election Period”Deadline ” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) from the Mailing Date to 5:00 p.m., Eastern time, on the later of (i) the date which immediately prior to the date of the Stockholder Meeting and (ii) the date that Parent and the Company shall agree is as near as practicable to three five (5) Business Days preceding the Closing Date, or such other date as Parent and the Company will, prior to the Closing, mutually agree (expected Closing Date. The Company and Parent shall cooperate to issue a press release reasonably satisfactory to each of them announcing the “Election Deadline”), will be deemed to be No Election Shares. Parent and the Company shall publicly announce the anticipated date of the Election Deadline not more than fifteen (15) Business Days before, and at least three five (5) Business Days prior to to, the Election Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company and Parent shall cooperate to promptly publicly announce any such delay and, when determined, the rescheduled Election DeadlineDeadline and Closing. (c) Parent shall direct the Exchange Agent to make Election Forms available as may be reasonably requested from time to time by all Persons who become holders of record of Company Stock between the date that is five Business Days prior to the Mailing Date and the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent to perform as specified in this Agreement and as specified in any agreement between Parent and/or the Company and the Exchange Agent. (d) Any election made pursuant to this Section 3.01 will have been properly made only if the Exchange Agent will have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the Person submitting it, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the shares of Company Stock represented by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Any termination of this Agreement in accordance with Article IX shall result in the revocation of all Election Forms delivered to the Exchange Agent on or prior to the date of such termination. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters will be binding and conclusive. None of Parent, First Merger Sub, Second Merger Sub, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. (a) Not less than 30 days prior At the time of mailing of the Proxy Statement/Prospectus to holders of record of Company Common Stock entitled to vote at the anticipated Effective Time Company Shareholders Meeting (such date, the “Mailing Date”), Parent will cause to be mailed to each record holder of shares of Company Stock (other than shares of Company Stock cancelled pursuant to Section 2.04(c)) as of five Business Days prior to the Mailing Date: (x) an election form in such form consistent with the terms of this Agreement as Parent shall specify and other appropriate and customary transmittal materials (which such form shall be reasonably acceptable to the Company) (the “Election Form”) and (y) a 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 Stock Common Stock, or Book-Entry Shares, shall be deemed to pass, only upon proper delivery of the such Certificates (or affidavits of loss in lieu thereof together with the required indemnity) or transfer of the Book-Entry Shares Shares, respectively, to the Exchange Agent, and shall be in a customary form and have such other provisions as are reasonably acceptable upon adherence to the procedures set forth in the letter of transmittal) in such form as Parent and the Company and Parent, including instructions for use in effecting the surrender or transfer shall reasonably agree (the “Letter Election Form”) shall be mailed to each holder of Transmittal”). The Election Form shall state the procedures for electing the Merger Consideration and shall specify the number record of shares of Parent Company Common Stock and/or amount as of cash that comprise the Alternative Consideration as determined by Parentrecord date for the Company Shareholders Meeting. (b) Each Election Form will shall permit each the holder of shares of Company Stock (or the Beneficial Owner through appropriate and customary documentation and instructions) to specify (i) the number of shares of such holder’s Company Common Stock with respect to which such holder makes a Cash Election, (ii) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the CVR Considerationmake a Stock Election, or (iiiii) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Cash & Stock Consideration or (iii) that such holder makes no election with respect to such holder’s shares of Company Stockmake a Mixed Election. Any shares of Company Common Stock with respect to which the Exchange Agent does has not receive a received an effective, properly completed Election Form during the period (the “Election Period”) from the Mailing Date to on or before 5:00 p.m., Eastern New York time, on the date which Parent and the Company shall agree Business Day that is as near as practicable to three four (4) Business Days preceding prior to the Closing Date (which date shall be publicly announced by Parent as soon as reasonably practicable but in no event less than five (5) Business Days prior to the Closing Date, ) (or such other time and date as Parent and the Company will, prior to the Closing, mutually and Parent shall agree in writing) (the “Election Deadline”), will ) shall be deemed to be No Election “Non-Electing Company Shares. Parent and the Company shall publicly announce the date of the Election Deadline at least three Business Days prior to the Election Deadline”. If the Closing Date Effective Time is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Parent shall direct the Exchange Agent to make Election Forms available as may be reasonably requested from time to time by all Persons who become holders of record of Company Stock between the date that is five Business Days prior to the Mailing Date and the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent to perform as specified in this Agreement and as specified in any agreement between Parent and/or the Company and the Exchange Agent. (d) Any election made pursuant to this Section 3.01 will have been properly made only if the Exchange Agent will have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the Person submitting it, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the shares of Company Stock represented by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Any termination of this Agreement in accordance with Article IX shall result in the revocation of all Election Forms delivered to the Exchange Agent on or prior to the date of such termination. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters will be binding and conclusive. None of Parent, First Merger Sub, Second Merger Sub, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. (a) Not less than 30 thirty (30) days prior to the anticipated Initial Merger Effective Time or on such other date as Parent and the Company mutually agree (the “Mailing Date”), Parent will the Company shall cause to be mailed an election form and other appropriate and customary transmittal materials, in such form as the Company shall reasonably specify and as shall be reasonably acceptable to Parent (the “Election Form”), to each record holder of shares of Company Common Stock (other than shares of Company Stock cancelled pursuant to Section 2.04(c)the Excluded Shares) as of a date that is five (5) Business Days prior to the Mailing Date: (x) an election form in Date or such form consistent with the terms of this Agreement other date as mutually agreed to by Parent shall specify (which such form shall be reasonably acceptable to and the Company) (the “Election Form”) and (y) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Stock shall be deemed to pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof together with the required indemnity) or transfer of the Book-Entry Shares to the Exchange Agent, and shall be in a customary form and have such other provisions as are reasonably acceptable to the Company and Parent, including instructions for use in effecting the surrender or transfer (the “Letter of Transmittal”). The Election Form shall state the procedures for electing the Merger Consideration and shall specify the number of shares of Parent Common Stock and/or amount of cash that comprise the Alternative Consideration as determined by Parent. (b) Each Election Form will shall permit each the holder of shares (or the beneficial owner through customary documentation and instructions) of Company Common Stock to specify (i) the number of shares of Company Common Stock with respect to which such holder elects to receive the CVR Mixed Consideration, (ii) the number of shares of Company Common Stock with respect to which such holder elects to receive the Stock Election Consideration, (iii) the number of shares of Company Common Stock with respect to which such holder elects to receive the Cash & Stock Election Consideration or (iiiiv) that such holder makes no election with respect to such holder’s shares of Company Common Stock. Any shares of Company Common Stock with respect to which the Exchange Agent does not receive a properly completed Election Form during the period (the “Election Period”) from the Mailing Date to 5:00 p.m., Eastern timeCentral Time, on the date which Parent and the Company shall agree Business Day that is as near as practicable to three five (5) Business Days preceding prior to the Closing Date, Date or such other date as Parent and the Company willshall, prior to the Closing, mutually agree (the “Election Deadline”), will ) shall be deemed to be No Election Shares. Parent and the Company shall publicly announce the date of the anticipated Election Deadline at least three five (5) Business Days prior to the Election Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Parent shall direct . For the Exchange Agent to make purposes of this Agreement, “No Election Forms available as may be reasonably requested from time to time by all Persons who become holders of record Share” means each share of Company Common Stock between the date that is five Business Days prior for which no election to the Mailing Date and the receive Mixed Consideration, Cash Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent to perform as specified in this Agreement and as specified in any agreement between Parent and/or the Company and the Exchange Agent. (d) Any election made pursuant to this Section 3.01 will have Consideration or Stock Election Consideration has been properly made only if the Exchange Agent will have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the Person submitting it, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the shares of Company Stock represented by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Any termination of this Agreement in accordance with Article IX shall result in the revocation of all Election Forms delivered to the Exchange Agent on or prior to the date of such termination. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will have reasonable discretion to determine whether any election, revocation Section 1.13 or change for which such election has been properly or timely made and to disregard immaterial defects revoked in accordance with the Election Forms, and any good faith decisions terms of the Exchange Agent regarding such matters will be binding and conclusive. None of Parent, First Merger Sub, Second Merger Sub, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election Formthis Section 1.13.

Election Procedures. (ai) Not less Each Person (other than 30 days ▇▇▇, Topco, Canadian LP, CanHoldco or Merger Sub) who on or prior to the anticipated Effective Time (the “Mailing Date”), Parent will cause to be mailed to each record Election Deadline is a holder of shares ▇▇▇ Common Shares shall be entitled, with respect to all or a portion of Company Stock (other than shares of Company Stock cancelled pursuant such ▇▇▇ Common Shares, to Section 2.04(c)) as of five Business Days make an LP Election and/or a Topco Election on or prior to the Mailing Date: Election Deadline to receive the LP Consideration and/or the Topco Consideration on the basis set forth in this Agreement. Each Person receiving LP Consideration pursuant to the Merger shall be deemed, by virtue of such receipt of such LP Consideration and without any further action on any such Person’s part, to have (x1) executed the Partnership Agreement as a holder of an LP Unit and (2) agreed to the rights, privileges, restrictions and conditions of the LP Units. (ii) Topco and Canadian LP shall prepare an election form, in form in such form consistent with the terms of this Agreement as Parent shall specify (which such form shall be reasonably and substance acceptable to the Company) ▇▇▇ and Topco with such provisions as ▇▇▇ and Topco may specify (the “Election Form”) and (y) pursuant to which a letter holder of transmittal which shall specify that delivery shall be effected, and risk of loss and title ▇▇▇ Common Shares may make an LP Election and/or a Topco Election with respect to the shares of Company Stock shall be deemed to pass, only upon proper delivery all or a portion of the Certificates (▇▇▇ Common Shares held by such holder. ▇▇▇ or affidavits of loss in lieu thereof together with the required indemnity) Topco shall mail, or transfer of the Book-Entry Shares to shall cause the Exchange AgentAgent to mail, and shall be in a customary form and have such other provisions as are reasonably acceptable the Election Form to the Company and Parent, including instructions for use in effecting the surrender or transfer (the “Letter holders of Transmittal”)▇▇▇ Common Shares. The Each Election Form shall state permit the procedures for electing record holder (or the Merger Consideration beneficial owner through appropriate and shall customary documentation and instructions) to specify the number of shares of Parent such ▇▇▇▇▇▇’▇ ▇▇▇ Common Stock and/or amount of cash that comprise the Alternative Consideration as determined by Parent. (b) Each Election Form will permit each holder of shares of Company Stock to specify (i) the number of shares of Company Stock Shares with respect to which such holder elects to receive makes an LP Election and/or a Topco Election (and, if relevant, the CVR Consideration, (ii) the number specific lot of shares of Company Stock with respect ▇▇▇ Common Shares to which such holder elects to receive election relates) in connection with the Cash & Stock Consideration or (iii) that such holder makes no election with respect to such holder’s shares of Company StockMerger. Any shares of Company Stock ▇▇▇ Common Share with respect to which the Exchange Agent does has not receive a received an effective, properly completed Election Form during the period (the “Election Period”) from the Mailing Date to on or before 5:00 p.m., Eastern time, p.m. on the date which Parent and the Company shall agree Business Day that is as near as practicable to three Business Days preceding prior to the Closing Date (which date shall be publicly announced by ▇▇▇ as soon as reasonably practicable but in no event less than five Business Days prior to the anticipated Closing Date, ) (or such other time and date as Parent and the Company will, prior to the Closing, mutually agree ▇▇▇ may specify) (the “Election Deadline”), will ) shall be deemed to be No Election Shares. Parent and the Company shall publicly announce the date of the Election Deadline at least three Business Days prior to the Election Deadlinehave made a Topco Election. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company ▇▇▇ shall promptly announce any such delay and, when determined, the rescheduled Election Deadline, which rescheduled Election Deadline if necessary shall be at the discretion of ▇▇▇; provided that at least one Business Day of advance notice thereof shall have been provided. (ciii) Parent ▇▇▇ shall direct the Exchange Agent to make Election Forms available as may reasonably be reasonably requested from time to time by all Persons who become holders (or beneficial owners) of record of Company Stock between the date that is five Business Days ▇▇▇ Common Shares prior to the Mailing Date and the Election Deadline, and the Company ▇▇▇ shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent it to perform its obligations as specified in this Agreement herein and as specified in any agreement between Parent and/or the Company and with the Exchange Agent. (div) Any election made pursuant to this Section 3.01 will ‎Section 3.8(b) shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during prior to the Election PeriodDeadline. An Election Form with respect to ▇▇▇ Common Shares shall be deemed properly completed only (i) with respect to ▇▇▇ Common Shares represented by Certificates, if accompanied by one or more Certificates duly endorsed in blank or otherwise in form acceptable for transfer on the books of ▇▇▇ (or, with respect to any Certificate that has been lost, stolen or destroyed, an affidavit of lost certificate in a form acceptable to the Exchange Agent) or (ii) with respect to Uncertificated ▇▇▇ Shares and ▇▇▇ Book Entry Shares, upon the Exchange Agent’s receipt of an “agent’s message” by the Exchange Agent or such other evidence of transfer of Uncertificated ▇▇▇ Shares or ▇▇▇ Book Entry Shares, as applicable, as the Exchange Agent may reasonably request, collectively representing all ▇▇▇ Common Shares covered by such Election Form, in each case together with duly executed transmittal materials included with the Election Form. Any Election Form may be revoked or changed by the Person submitting it, such Election Form by submitting written notice that is received by the Exchange Agent during on or prior to the Election PeriodDeadline. In the event an Election Form is revoked during on or prior to the Election PeriodDeadline, the shares of Company Stock ▇▇▇ Common Shares represented by such Election Form will be deemed shall become Topco Electing Shares and ▇▇▇ shall cause all Certificates representing such ▇▇▇ Common Shares, together with any applicable Uncertificated ▇▇▇ Shares or ▇▇▇ Book Entry Shares, to be No Election Shares, except promptly returned without charge to the extent Person submitting the Election Form upon such revocation or written request to that effect from the holder who submitted the Election Form; provided, however, that a subsequent election is properly may be made during with respect to any or all of such ▇▇▇ Common Shares if the Election Periodholder thereof complies with the procedures, terms and conditions set forth in this ‎Section 3.8(b). Any termination of In addition, all LP Elections shall automatically be revoked and all Certificates representing ▇▇▇ Common Shares, all Uncertificated ▇▇▇ Shares and all ▇▇▇ Book Entry Shares shall be promptly returned without charge if this Agreement is terminated in accordance with Article IX shall result in the revocation of all Election Forms delivered to the Exchange Agent on or prior to the date of such termination. ‎Article XI. (v) Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will Agent, in consultation with ▇▇▇, shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters will shall be binding and conclusive. None of Parent▇▇▇, First Topco, Canadian LP, Merger Sub, Second Merger Sub, the Company Sub or the Exchange Agent will shall be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. (ai) Not less than 30 All elections contemplated by Section 2.5(a) shall be made on a form designed for that purpose prepared by FMS and reasonably acceptable to Bancorp (an “Election Form”). Holders of record of shares of FMS Common stock who hold such shares as nominees, trustees or in other representative capacities (“Representatives”) may submit multiple Election Forms, provided that such Representative certifies that each such Election Form covers all the shares of FMS Common Stock held by each such Representative for a particular beneficial owner. (ii) The Election Form shall be mailed on the same date as the date on which the Proxy Statement is mailed to all holders of record of shares of FMS Common Stock as of the record date of the FMS Meeting. Thereafter FMS and Bancorp shall each use its reasonable and diligent efforts to mail the Election Form to all persons who become record holders of shares of FMS Common Stock during the period between the record date for the Stockholders’ Meeting and 5:00 p.m., Eastern Time, on the day five (5) business days prior to the anticipated Effective Time (date of the “Mailing Date”), Parent will cause FMS Meeting. In order to be mailed to each record holder of shares of Company Stock (other than shares of Company Stock cancelled pursuant to Section 2.04(c)) as of five Business Days prior to the Mailing Date: (x) effective, an election form in such form consistent with the terms of this Agreement as Parent shall specify (which such form shall be reasonably acceptable to the Company) (the “Election Form”) and (y) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Stock shall be deemed to pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof together with the required indemnity) or transfer of the Book-Entry Shares to the Exchange Agent, and shall be in a customary form and have such other provisions as are reasonably acceptable to the Company and Parent, including instructions for use in effecting the surrender or transfer (the “Letter of Transmittal”). The Election Form shall state the procedures for electing the Merger Consideration and shall specify the number of shares of Parent Common Stock and/or amount of cash that comprise the Alternative Consideration as determined must be received by Parent. (b) Each Election Form will permit each holder of shares of Company Stock to specify (i) the number of shares of Company Stock with respect to which such holder elects to receive the CVR Consideration, (ii) the number of shares of Company Stock with respect to which such holder elects to receive the Cash & Stock Consideration or (iii) that such holder makes no election with respect to such holder’s shares of Company Stock. Any shares of Company Stock with respect to which the Exchange Agent does not receive a properly completed Election Form during the period (the “Election Period”) from the Mailing Date to as defined below), on or before 5:00 p.m., Eastern timeTime, on the date which Parent and the Company shall agree is as near as practicable to three Business Days preceding the Closing Date, or such other date as Parent and the Company will, business day prior to the Closing, mutually agree FMS Meeting (the “Election Deadline”), will be deemed to be No Election Shares. Parent and the Company An election shall publicly announce the date of the Election Deadline at least three Business Days prior to the Election Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Parent shall direct the Exchange Agent to make Election Forms available as may be reasonably requested from time to time by all Persons who become holders of record of Company Stock between the date that is five Business Days prior to the Mailing Date and the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent to perform as specified in this Agreement and as specified in any agreement between Parent and/or the Company and the Exchange Agent. (d) Any election made pursuant to this Section 3.01 will have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during by the Election PeriodDeadline. Any An Election Form may shall be revoked deemed properly completed only if accompanied by one or changed more certificates theretofore representing FMS Common Stock (“Certificate(s)”) (or customary affidavits and, if required by Bancorp pursuant to Section 2.6(a), indemnification regarding the Person submitting it, by written notice received by loss or destruction of such Certificates or the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the guaranteed delivery of such Certificates) representing all shares of Company FMS Common Stock represented covered by such Election Form will be deemed to be No Election SharesForm, except to the extent a subsequent election is properly made during together with duly executed transmittal materials included with the Election Period. Any termination of this Agreement in accordance with Article IX shall result in the revocation of all Election Forms delivered to the Exchange Agent on or prior to the date of such terminationForm. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will shall have reasonable discretion to determine whether wither any election, revocation or change election has been properly or timely made and to disregard immaterial defects in the any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters will shall be binding and conclusive. None All elections will be revocable unit the Election Deadline and thereafter shall be irrevocable. (iii) Each Election Form shall entitle the holder of Parentshares of FMS Common Stock (or the beneficial owner through appropriate and customary documentation and instructions) to (i) elect to receive the Cash Consideration for all of such holder’s shares (a “Cash Election”); (ii) elect to receive the Stock Consideration for all of such holder’s shares (a “Stock Election”), First Merger Sub(iii) elect to receive the Cash Consideration with respect to some of such holder’s shares and the Stock Consideration with respect to such holder’s remaining shares (a “Mixed Election”), Second Merger Sub, or (iv) make no election or indicate that such holder has no preference as to the Company receipt of the Cash Consideration or the Stock Consideration (a “Non-Election”). Shares of FMS Common Stock as to which a valid Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as “Cash Election Shares.” The aggregate number of shares of FMS Common Stock as to which a valid Cash Election is made is referred to herein as the “Cash Election Number.” Shares of FMS Common Stock as to which a valid Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” The aggregate number of shares of FMS Common Stock as to which a valid Stock Election is made is referred to herein as the “Stock Election Number.” Shares of FMS Common Stock as to which a Non-Election is deemed in effect are referred to as “Non-Election Shares.” All shares of FMS Common Stock of a holder whose properly completed Election Form is not received by the Exchange Agent will prior to the Election Deadline shall be under deemed to be Non-Election Shares. If the Exchange Agent shall have determined that any obligation purported election was not properly made, such purported election shall be deemed to notify any Person be of any defect in an no force and effect and the shares of FMS Common Stock subject to such purported election shall for purposes hereof be deemed to be Non-Election FormShares.

Election Procedures. (a) Not less than 30 thirty (30) days prior to the anticipated Effective Time or on such other date as Parent and the Company mutually agree (the “Mailing Date”), Parent will Company shall cause to be mailed an election form and other appropriate and customary transmittal materials, in such form as Company shall reasonably specify and as shall be reasonably acceptable to Parent (the “Election Form”), to each record holder of shares of Company Common Stock (other than shares of Company Common Stock cancelled pursuant to described in clause (iii) of Section 2.04(c3.1(b)) as of a record date that is five (5) Business Days prior to the Mailing Date: (x) an election form in Date or such form consistent with the terms of this Agreement other date as mutually agreed to by Parent shall specify (which such form shall be reasonably acceptable to and the Company) (the “Election Form”) and (y) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Stock shall be deemed to pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof together with the required indemnity) or transfer of the Book-Entry Shares to the Exchange Agent, and shall be in a customary form and have such other provisions as are reasonably acceptable to the Company and Parent, including instructions for use in effecting the surrender or transfer (the “Letter of Transmittal”). The Election Form shall state the procedures for electing the Merger Consideration and shall specify the number of shares of Parent Common Stock and/or amount of cash that comprise the Alternative Consideration as determined by Parent. (b) Each Election Form will shall permit each the holder of shares (or the beneficial owner through customary documentation and instructions) of Company Common Stock to specify (i) the number of shares of Company Common Stock with respect to which such holder elects to receive the CVR Share Consideration, (ii) the number of shares of Company Common Stock with respect to which such holder elects to receive the Cash & Stock Mixed Consideration or (iii) that such holder makes no election with respect to such holder’s shares of Company Common Stock. Any shares of Company Common Stock with respect to which the Exchange Agent does not receive a properly completed Election Form during the period (the “Election Period”) from the Mailing Date to 5:00 p.m., Eastern New York City time, on the date which Parent and the Company shall agree Business Day that is as near as practicable to three two Business Days preceding prior to the Closing Date, Date or such other date as Parent and the Company willshall, prior to the Closing, mutually agree (the “Election Deadline”), will ) shall be deemed to be No Election Shareshave made no election. Parent and the Company shall publicly announce the date of the anticipated Election Deadline at least three Business Days five business days prior to the Election Deadlineanticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Parent Company shall direct the Exchange Agent to make available one or more Election Forms available as may reasonably be reasonably requested from time to time by all Persons persons who become holders of record or beneficial owners of Company Stock between the date that is five Business Days prior to the Mailing Date and Common Shares during the Election DeadlinePeriod, and the Company Parent shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent it to perform its duties as specified in this Agreement and as specified in any agreement between Parent and/or the Company and the Exchange Agentherein. (d) Any election made pursuant to this Section 3.01 will 3.4 shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the Person person submitting it, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the shares of Company Stock Shares represented by such Election Form will shall be deemed to be No Election Shareshave made no election, except to the extent a subsequent election is properly made during the Election Period. Any termination of this Agreement in accordance with Article IX shall result in the revocation of all Election Forms delivered to the Exchange Agent on or prior to the date of such termination. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters will shall be binding and conclusive. None of Parent, First Merger Sub, Second Merger Sub, the Company or the Exchange Agent will shall be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. (a) Not less than 30 days prior Holders of QBT Stock may elect to receive shares of BWFG Stock, cash or a combination thereof (in any case without interest) in exchange for their shares of QBT Stock in accordance with the anticipated following procedures, provided that, in the aggregate, seventy-five percent (75%) of the total number of shares of QBT Stock issued and outstanding at the Effective Time Time, including any Dissenting Shares (the “Mailing DateStock Conversion Number”), Parent will cause shall be converted into the Stock Consideration and the remaining outstanding shares of QBT Stock shall be converted into the Cash Consideration. Shares of QBT Stock as to be mailed to each record which a holder of shares of Company QBT Stock has elected to receive the Cash Consideration (other than shares of Company Stock cancelled including, pursuant to Section 2.04(c)a Mixed Election) are referred to herein as “Cash Election Shares.” Shares of five Business Days prior QBT Stock as to which a holder of QBT Stock has elected to receive the Mailing Date: Stock Consideration (xincluding, pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” Shares of QBT Stock as to which no election has been made (or as to which an Election Form is not returned properly completed) are referred to herein as “Non-Election Shares.” The aggregate number of Stock Election Shares is referred to herein as the “Stock Election Number.” (b) An election form in such form consistent with the terms of this Agreement as Parent shall specify and other appropriate and customary transmittal materials (which such form shall be reasonably acceptable to the Company) (the “Election Form”) and (y) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Stock Certificates shall be deemed to pass, only upon proper delivery of the such Certificates (or affidavits of loss in lieu thereof together with the required indemnity) or transfer of the Book-Entry Shares to the Exchange Agent), in such form as QBT and BWFG shall mutually agree (“Election Form”), shall be in a customary form mailed no more than forty (40) Business Days and have such other provisions as are reasonably acceptable no less than twenty (20) Business Days prior to the Company anticipated Effective Date or on such earlier date as QBT and Parent, including instructions for use in effecting the surrender or transfer BWFG shall mutually agree (the “Letter Mailing Date”) to each holder of Transmittalrecord of QBT Stock as of five (5) Business Days prior to the Mailing Date (the “Election Form Record Date”). The Each Election Form shall state permit such holder, subject to the allocation and election procedures for electing the Merger Consideration and shall specify the number of shares of Parent Common Stock and/or amount of cash that comprise the Alternative Consideration as determined by Parent. (b) Each Election Form will permit each holder of shares of Company Stock to specify set forth in this Section 2.07, (i) the number to elect to receive all cash with respect to each share of shares of Company QBT Stock held by such holder, (ii) to elect to receive all BWFG Stock with respect to which each share of QBT Common Stock held by such holder elects holder, (iii) to elect to receive the CVR Consideration, (ii) the number cash with respect to a part of shares of Company such holder’s QBT Stock and BWFG Stock with respect to which such holder elects to receive the Cash & Stock Consideration or (iii) that such holder makes no election with respect to remaining part of such holder’s QBT Stock (a “Mixed Election”), or (iv) to indicate that such record holder has no preference as to the receipt of cash or BWFG Stock for such shares. A holder of record of shares of Company StockQBT Stock who holds such shares as nominee, trustee or in another representative capacity may submit multiple Election Forms, provided that each such Election Form covers all the shares of QBT Stock held by such nominee, trustee or held in another representative capacity for a particular beneficial owner. Any shares of Company QBT 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 does not of an effective, properly completed Election Form shall be deemed Non-Election Shares. All Dissenting Shares shall be deemed Cash Election Shares, and with respect to such shares the holders thereof shall in no event receive consideration comprised of BWFG Stock, subject to Section 2.06; provided, however, that for purposes of making the proration calculations provided for in this Section 2.07 only Dissenting Shares as existing at the Effective Time shall be deemed Cash Election Shares. (c) To be effective, a properly completed Election Form during shall be submitted to the period (the “Election Period”) from the Mailing Date to Exchange Agent on or before 5:00 p.m., Eastern time, on the date which Parent and twenty-fifth (25th) day following the Company shall agree is as near as practicable to three Business Days preceding the Closing Date, Mailing Date (or such other time and date as Parent QBT and the Company will, prior to the Closing, BWFG may mutually agree agree) (the “Election Deadline”); provided, will be deemed to be No Election Shares. Parent and the Company shall publicly announce the date of however, that the Election Deadline at least three may not occur on or after the Closing Date. QBT shall make available Election Forms as may be reasonably requested by all Persons who become holders (or beneficial owners) of QBT Stock between the Election Form Record Date and the close of business on the Business Days Day prior to the Election Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Parent shall direct the Exchange Agent to make Election Forms available as may be reasonably requested from time to time by all Persons who become holders of record of Company Stock between the date that is five Business Days prior to the Mailing Date and the Election Deadline, and the Company QBT shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent it to perform as specified in this Agreement and as specified in any agreement between Parent and/or the Company and the Exchange Agent. (d) Any herein. An election made pursuant to this Section 3.01 will shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during by the Election PeriodDeadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of QBT Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If a QBT shareholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline (without later submitting a properly completed Election Form prior to the Election Deadline), the shares of QBT Stock held by such shareholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the Person submitting it, such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the shares of Company Stock represented by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Any termination of this Agreement in accordance with Article IX shall result in the revocation of all Election Forms delivered to the Exchange Agent on at or prior to the date of such terminationElection Deadline. BWFG shall cause the Certificate or Certificates relating to any revoked Election Form to be promptly returned without charge to the Person submitting the Election Form to the Exchange Agent. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will shall have reasonable discretion to determine whether when any election, modification or revocation is received and whether any such election, modification or change revocation has been properly or timely made made. (d) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to disregard immaterial defects receive the Cash Consideration, and each holder of Stock Election Shares will be entitled to receive the Stock Consideration only with respect to that number of Stock Election Shares held by such holder (rounded to the nearest whole share) equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration. (e) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (i) if the Shortfall Number is less than or equal to the number of Non-Election FormsShares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and any good faith decisions each holder of Non-Election Shares shall receive the Exchange Agent regarding Stock Consideration in respect of that number of Non-Election Shares held by such matters will be binding and conclusive. None holder (rounded to the nearest whole share) equal to the product obtained by multiplying (x) the number of Parent, First Merger Sub, Second Merger SubNon-Election Shares held by such holder by (y) a fraction, the Company or numerator of which is the Exchange Agent will Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (ii) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be under any obligation converted into the right to notify any Person receive the Stock Consideration and each holder of any defect Cash Election Shares shall receive the Stock Consideration in an respect of that number of Cash Election FormShares held by such holder (rounded to the nearest whole share) 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. (a) Not less than 30 days prior to the anticipated Effective Time (the “Mailing Date”), Parent will cause to be mailed to each record holder of shares of Company Stock (other than shares of Company Stock cancelled pursuant to Section 2.04(c)) as of five Business Days prior to the Mailing Date: (x) an An election form in such form consistent with the terms of this Agreement as Parent shall specify and other appropriate and customary transmittal materials (which such form shall be reasonably acceptable to the Company) (the “Election Form”) and (y) a 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 Stock shall be deemed to pass, only upon proper delivery of the such Certificates (or affidavits of loss in lieu thereof together with the required indemnity) or transfer of the Book-Entry Shares to the Exchange Agent, ) in such form as Parent shall specify and as shall be in a customary form and have such other provisions as are reasonably acceptable to the Company and Parent, including instructions for use in effecting the surrender or transfer (the “Letter Election Form”) shall be mailed together with the Proxy Statement/Prospectus or at such other time as the Company and Parent may agree (the “Mailing Date”) to each holder of Transmittalrecord of Company Stock as of the close of business on the record date for notice of the Company Stockholder Meeting (the “Election Form Record Date”). The Election Form shall state the procedures for electing the Merger Consideration and shall specify the number of shares of Parent Common Stock and/or amount of cash that comprise the Alternative Consideration as determined by Parent. (b) Each Election Form will shall permit each the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of shares of Company Stock Dissenting Shares, to specify (i) the number of shares of Company Stock with respect to which that such holder elects to receive the CVR Considerationmake a Mixed Election, (ii) the number of shares of Company Stock with respect to which that such holder elects to receive the Cash & make a Stock Consideration Election, or (iii) that such holder makes no election with respect elects to such holder’s shares of Company Stockmake a Cash Election. Any shares of Company Stock with respect to which the Exchange Agent does has not receive a received an effective, properly completed Election Form during the period (the “Election Period”) from the Mailing Date to on or before 5:00 p.m., Eastern New York time, on the date which Parent and twentieth (20th) day following the Company shall agree is as near as practicable to three Business Days preceding the Closing Date, Mailing Date (or such other time and date as Parent and the Company will, prior to the Closing, mutually agree and Parent shall agree) (the “Election Deadline”), will ) (other than any Dissenting Shares as of such time) shall be deemed to be No Election Shares. Parent and the Company shall publicly announce the date of the Election Deadline at least three Business Days prior to the Election Deadline. If the Closing Date is delayed to have made a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election DeadlineCash Election. (c) Parent shall direct the Exchange Agent to make available one (1) or more Election Forms available as may reasonably be reasonably requested from time to time by all Persons who become holders of record (or beneficial owners) of Company Stock between the date that is five Election Form Record Date and the close of business on the Business Days Day prior to the Mailing Date and the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent it to perform as specified in this Agreement and as specified in any agreement between Parent and/or the Company and the Exchange Agentherein. (d) Any such election made pursuant to this Section 3.01 will shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during by the Election PeriodDeadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and, if required by Parent or the Final Surviving Entity, the posting by such Person of a bond, in such customary and reasonable amount as the Final Surviving Entity may direct, as indemnity against any claim that may be made against it with respect to such Certificate) or Uncertificated Shares representing all shares of Company 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 itsuch Election Form, by written notice received by the Exchange Agent during prior to the Election PeriodDeadline. In the event an Election Form is revoked during prior to the Election PeriodDeadline, the certificates for the shares of Company Stock represented by such Election Form will shall be promptly returned without charge to the Person submitting the Election Form, and such holder shall thereafter be deemed to be No have made a Cash Election Shares, except to the extent (if any) a subsequent election is properly made during the Election Period. Any termination of this Agreement in accordance with Article IX shall result in the revocation of respect to all Election Forms delivered to the Exchange Agent on or prior to the date of such terminationshares of Company Stock. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters will shall be binding and conclusive. None of Parent, First Merger Sub, Second Merger Sub, the Company or the Exchange Agent will shall be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. (ai) Not less than 30 days prior to the anticipated Effective Time Election forms (the “Mailing Date”"Election Forms"), Parent will cause to be mailed to each record holder letters of shares of Company Stock transmittal, instructions and other appropriate and customary transmittal materials (other than shares of Company Stock cancelled pursuant to Section 2.04(ccollectively, the "Election Materials")) as of five Business Days prior to the Mailing Date: (x) an election form in such form consistent with the terms of this Agreement as Parent shall specify (which such form shall be reasonably acceptable to the Company) (the “Election Form”) and (y) a letter of transmittal , which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Stock Share Certificates shall be deemed to pass, only upon proper delivery of the such Certificates (or affidavits of loss in lieu thereof together with the required indemnity) or transfer of the Book-Entry Shares to the Exchange AgentAgent appointed by Parent pursuant to Section 2.03(a) hereof, in such form as Parent and Company shall mutually agree upon, shall be in a customary form and have mailed 30 days prior to the anticipated Effective Time of the Merger or on such other provisions earlier date as are reasonably acceptable Parent and Company shall mutually agree upon (the "Mailing Date") to each Company Shareholder who is a record holder of Company Common Stock as of five (5) business days prior to the Company and Parent, including instructions for use in effecting the surrender or transfer Mailing Date (the “Letter of Transmittal”). The "Election Form shall state the procedures for electing the Merger Consideration and shall specify the number of shares of Parent Common Stock and/or amount of cash that comprise the Alternative Consideration as determined by ParentRecord Date"). (bii) Each Election Form will shall permit each holder of shares of the Company Stock Shareholder (or the beneficial owner through appropriate and customary documentation and instructions) either: (A) to specify (i) the number of shares of Company Stock with respect to which such holder elects elect to receive the CVR Consideration, (ii) the number of shares of Company Stock with respect to which such holder elects to receive the Cash & only Per Share Stock Consideration or (iii) that such holder makes no election with respect to such holder’s Company Shareholder's Company Common Stock ("Stock Election Shares"); (B) to elect to receive only Per Share Cash Consideration with respect to such Company Shareholder's Company Common Stock ("Cash Election Shares"); (C) to elect to receive a combination of Per Share Stock Consideration and Per Share Cash Consideration with respect to such Company Shareholder's Company Common Stock ("Mixed Election Shares" and in each case of Mixed Election Shares, the shares of Company Stock. Any Common Stock elected to be converted into the right to receive Per Share Stock Consideration being hereinafter referred to as "Mixed Stock Shares" and the shares of Company Common Stock elected to be converted into the right to receive Per Share Cash Consideration being hereinafter referred to as "Mixed Cash Shares"); or (D) to indicate that such Company Shareholder makes no election ("No Election Shares"). Dissenting Shares (as defined below) shall be treated as Cash Election Shares for purposes of this Section but shall not be converted into the right to receive the Per Share Cash Consideration except as provided in Section 2.01(g). (iii) Any Company Common Stock with respect to which the Company Shareholder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent does not receive a an effective, properly completed Election Form during on or before 5:00 p.m. on the period (the “Election Period”) from 25th day following the Mailing Date to 5:00 p.m., Eastern time, on the date which Parent and the Company shall agree is as near as practicable to three Business Days preceding the Closing Date, (or such other time and date as Parent and the Company will, prior to the Closing, may mutually agree agree) (the “"Election Deadline”), will ") shall also be deemed to be "No Election Shares. Parent and the Company shall publicly announce the date of the Election Deadline at least three Business Days prior to the Election Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline." (civ) Parent The Exchange Agent shall direct make available up to two (2) separate sets of Election Materials, or such additional sets of Election Materials as the Exchange Agent in its sole discretion may permit, to make Election Forms available as may be reasonably requested from time to time by all Persons persons who become holders of record (or beneficial owners) of Company Common Stock between the date that is five Business Days Election Form Record Date and close of business on the business day prior to the Mailing Date and the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent it to perform as specified in this Agreement and as specified in any agreement between Parent and/or the Company and the Exchange Agentherein. (dv) Any such election made pursuant to this Section 3.01 will shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during by the Election PeriodDeadline. An Election Form shall be deemed properly completed only if accompanied by one or more Company Share Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Company Share Certificates or the guaranteed delivery of such Company Share Certificates) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Materials. Any Election Form may be revoked or changed by the Person person submitting it, by written notice received by the Exchange Agent during such Election Form at or prior to the Election PeriodDeadline. In the event an Election Form is revoked during prior to the Election PeriodDeadline, the shares of Company Common Stock represented by such Election Form will be deemed shall become No Election Shares and Parent shall cause the Company Share Certificates to be No Election Shares, except promptly returned without charge to the extent a subsequent election is properly made during person submitting the Election Period. Any termination of this Agreement in accordance with Article IX shall result in Form upon written request to that effect from the revocation of all person who submitted the Election Forms delivered to the Exchange Agent on or prior to the date of such terminationForm. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters will shall be binding and conclusive. None of Parent, First Merger Sub, Second Merger Sub, the Company or Neither Parent nor the Exchange Agent will shall be under any obligation to notify any Person person of any defect in an Election Form. (vi) Within five (5) business days after the Election Deadline, unless the Effective Time of the Merger has not yet occurred, in which case as soon thereafter as practicable, Parent shall cause the Exchange Agent to effect the allocation among the Company Shareholders of rights to receive Per Share Stock Consideration or Per Share Cash Consideration in the Merger, in accordance with the Election Forms, as follows:

Election Procedures. (a) Not less than 30 days prior to the anticipated Effective Time (the “Mailing Date”), Parent will cause to be mailed to each record holder of shares of Company Stock (other than shares of Company Stock cancelled pursuant to Section 2.04(c)) as of five Business Days prior to the Mailing Date: (x) an An election form in such form consistent with the terms of this Agreement as Parent shall specify and other appropriate and customary transmittal materials (which such form shall be reasonably acceptable to the Company) (the “Election Form”) and (y) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Stock Certificates shall be deemed to pass, only upon proper delivery of the such Certificates (to a bank or affidavits of loss in lieu thereof together with the required indemnity) or transfer of the Book-Entry Shares to the Exchange Agent, trust company designated by Parent and shall be in a customary form and have such other provisions as are reasonably acceptable satisfactory to the Company and Parent, including instructions for use in effecting the surrender or transfer (the “Letter of Transmittal”"Exchange Agent"). The Election Form ) in such form as the Company and Parent shall state the procedures for electing the Merger Consideration and shall specify the number of shares of Parent Common Stock and/or amount of cash that comprise the Alternative Consideration as determined by Parent. (b) Each Election Form will permit each holder of shares of Company Stock to specify (i) the number of shares of Company Stock with respect to which such holder elects to receive the CVR Consideration, (ii) the number of shares of Company Stock with respect to which such holder elects to receive the Cash & Stock Consideration or (iii) that such holder makes no election with respect to such holder’s shares of Company Stock. Any shares of Company Stock with respect to which the Exchange Agent does not receive a properly completed Election Form during the period mutually agree (the “"Election Period”) from Form"), shall be mailed 30 days prior to the Mailing Date to 5:00 p.m., Eastern time, anticipated Effective Time or on the date which Parent and the Company shall agree is as near as practicable to three Business Days preceding the Closing Date, or such other earlier date as Parent and the Company will, prior to the Closing, shall mutually agree (the “"Mailing Date") to each holder of record of Company Common Stock as of five business days prior to the Mailing Date ("Election Deadline”Form Record Date"); provided, will be deemed however, that the Mailing Date shall not occur prior to be No the receipt of the shareholder approval contemplated by Section 8.1(a) hereof. Each Election Form shall permit a holder (or the beneficial owner through appropriate and customary documentation and instructions) of outstanding Company Common Stock to elect, subject to provisions of this Section 1.5, to receive, on a per share basis, with respect to such holder's Company Common Stock (i) cash (shares as to which such election is made, the "Cash Election Shares") or (ii) Parent Common Stock (shares as to which such election is made, the "Stock Election Shares"). Notwithstanding the foregoing, no holder of Company Common Stock may elect to receive Parent Common Stock pursuant to the election procedures provided herein with respect to fewer than 50 shares of Company Common Stock. 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 the 20th day following the Mailing Date (or such other time and date as Parent and the Company shall publicly announce may mutually agree) (the date of "Election Deadline") ; provided, however, that the Election Deadline at least three Business Days may not occur on or after the Closing Date (as defined in Section 10.1 hereof). Parent shall make available up to two separate Election Forms, or such additional Election Forms as Parent may permit, to all persons who become holders (or beneficial owners) of Company Common Stock between the Election Form Record Date and close of business on the business day prior to the Election Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Parent shall direct the Exchange Agent to make Election Forms available as may be reasonably requested from time to time by all Persons who become holders of record of Company Stock between the date that is five Business Days prior to the Mailing Date and the Election Deadline, and the The Company shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent it to perform as specified in this Agreement and as specified in any agreement between Parent and/or the Company and the Exchange Agent. (d) Any herein. An election made pursuant to this Section 3.01 will shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during by the Election PeriodDeadline. Any An Election Form may shall be revoked deemed properly completed only if accompanied by one or changed more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Company Common Stock covered by the Person submitting itsuch Election Form, by written notice received by the Exchange Agent during together with duly executed transmittal materials included with the Election PeriodForm. In the event an If a stockholder either (i) does not submit a properly completed Election Form is revoked during in a timely fashion, or (ii) revokes its Election Form prior to the Election PeriodDeadline, the shares of Company Common Stock represented held by such Election Form will stockholder shall be deemed to be designated "No Election Shares, except ." Parent shall cause the Certificates described in clause (ii) of the preceding sentence to be promptly returned without charge to the extent a subsequent election is properly made during person submitting the Election Period. Any termination of this Agreement in accordance with Article IX shall result in Form upon written request to that effect from the revocation of all person who submitted the Election Forms delivered to the Exchange Agent on or prior to the date of such terminationForm. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will 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 any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters will shall be binding and conclusive. None of Parent, First Merger Sub, Second Merger Sub, the Company or Neither Parent nor the Exchange Agent will shall be under any obligation to notify any Person person of any defect in an Election Form. (b) The "Cash Election Amount" shall be equal to the Per Share Consideration multiplied by the total number of Cash Election Shares. Within five business days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, Parent shall cause the Exchange Agent to effect the allocation among the holders of Company Common Stock of rights to receive Parent Common Stock or cash in the Merger in accordance with the Election Forms as follows:

Election Procedures. (a) Not less than 30 days prior to the anticipated Effective Time (the “Mailing Date”), Parent will cause to be mailed to each record holder of shares of Company Stock (other than shares of Company Stock cancelled pursuant to Section 2.04(c)) as of five Business Days prior to the Mailing Date: (x) an An election form in such form consistent with the terms of this Agreement as Parent shall specify and other appropriate and customary transmittal materials (which such form shall be reasonably acceptable to the Company) (the “Election Form”) and (y) a letter of transmittal which shall specify with respect to certificated shares of BBX Capital Common Stock that delivery shall be effected, and risk of loss and title to the shares of Company Stock Certificates shall be deemed to pass, only upon proper delivery of the such Certificates (or affidavits of loss in lieu thereof together with the required indemnitypursuant to Section 3.2(h)) or transfer of the Book-Entry Shares to the Exchange Agent, )) in such form as BFC shall reasonably specify and as shall be in a customary form and have such other provisions as are reasonably acceptable to the Company and Parent, including instructions for use in effecting the surrender or transfer BBX Capital (the “Letter Election Form”) shall be mailed no less than thirty (30) days prior to the anticipated Closing Date or on such other date as BFC and BBX Capital shall mutually agree (the “Mailing Date”) to each holder of Transmittal”). The Election Form shall state the procedures for electing the Merger Consideration and shall specify the number record of shares of Parent BBX Capital Common Stock and/or amount as of cash that comprise the Alternative Consideration close of business on the fifth (5th) Business Day prior to the Mailing Date, or such other date as determined mutually agreed to by ParentBFC and BBX Capital. (b) Each Election Form will shall permit each the holder of shares of Company Stock (or the beneficial owner through appropriate and customary documentation and instructions) to specify (i) the number of such holder’s (or such beneficial owner’s) shares of Company BBX Capital Common Stock with respect to which such holder (or such beneficial owner) elects to receive the CVR Consideration, (iiA) the number of shares of Company Stock with respect to which such holder elects to receive the Cash & Per Share Stock Consideration or (iiiB) that such holder makes no election with respect to such holder’s shares of Company Stockthe Per Share Cash Consideration. Any shares of Company BBX Capital Common Stock with respect as to which the Exchange Agent does not receive a properly completed (and unrevoked) Election Form specifying whether the holder (or beneficial owner) thereof elects to receive the Per Share Stock Consideration or the Per Share Cash Consideration during the period (the “Election Period”) from commencing on the Mailing Date to and ending at 5:00 p.m., Eastern New York time, on the date which Parent and the Company shall agree is as near as practicable to three second (2nd) Business Days preceding the Closing Date, or such other date as Parent and the Company will, Day prior to the Closing, mutually agree Effective Time (the “Election Deadline”), will ) shall be deemed to be “No Election Shares. Parent and the Company .” BFC shall publicly announce the date of the anticipated Election Deadline at least three five (5) Business Days prior to the Election Deadline. If the Closing Date Effective Time is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent datedate (which shall be the second (2nd) Business Day prior to the Effective Time or such other date as mutually agreed to by BFC and BBX Capital), and Parent and the Company BFC shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Parent BFC shall direct the Exchange Agent to make available one or more Election Forms available as may reasonably be reasonably requested from time to time by all Persons who become holders or beneficial owners of record shares of Company BBX Capital Common Stock between the date that is five Business Days prior to the Mailing Date and during the Election DeadlinePeriod, and the Company BBX Capital shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent it to perform its duties as specified in this Agreement and as specified in any agreement between Parent and/or the Company and the Exchange Agentherein. (d) Any election made pursuant to this Section 3.01 will shall have been properly made only if the Exchange Agent will shall have actually received during the Election Period a properly completed (and unrevoked) Election Form during specifying whether the holder (or beneficial owner) thereof elects to receive the Per Share Stock Consideration or the Per Share Cash Consideration. After a Cash Election Periodor a Stock Election is validly made with respect to any shares of BBX Capital Common Stock, any subsequent transfer of such shares of BBX Capital Common Stock shall automatically revoke such election or decision. Any In addition, any Election Form may be revoked or changed by the Person submitting it, it by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Periodrevoked, the shares of Company BBX Capital Common Stock represented by as to which such Election Form will relates shall be deemed to be No Election Shares, except to the extent a subsequent election is properly made and received by the Exchange Agent during the Election Period. Any termination of this Agreement in accordance with Article IX shall result in the revocation of all Election Forms delivered to the Exchange Agent on or prior to the date of such termination. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters will shall be binding and conclusive. None of ParentBFC, First Merger Sub, Second Merger SubBBX Capital, the Surviving Company or the Exchange Agent will shall be under any obligation to notify any Person person of any defect in an Election Form.

Election Procedures. (a) Not less than 30 days prior to the anticipated Effective Time (the “Mailing Date”), Parent will cause to be mailed to each record holder of shares of Company Stock (other than shares of Company Stock cancelled pursuant to Section 2.04(c)) as of five Business Days prior to the Mailing Date: (x) an An election form in such form consistent with the terms of this Agreement as Parent shall specify and other appropriate and customary transmittal materials (which such form shall be reasonably acceptable to the Company) (the “Election Form”) and (y) a 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 be deemed to pass, only upon proper delivery of the such Certificates (or affidavits of loss in lieu thereof together with the required indemnity) or transfer of the Book-Entry Shares to the Exchange Agent, ) in such form as Parent shall specify and as shall be in a customary form and have such other provisions as are reasonably acceptable to the Company and Parent, including instructions for use in effecting the surrender or transfer (the “Letter Election Form”) shall be mailed together with the Proxy Statement or at such other time as the Company and Parent may agree (the “Mailing Date”) to each holder of Transmittalrecord of Company Common Stock as of the close of business Table of Contents on the record date for notice of the Company Stockholder Meeting (the “Election Form Record Date”). The Election Form shall state the procedures for electing the Merger Consideration and shall specify the number of shares of Parent Common Stock and/or amount of cash that comprise the Alternative Consideration as determined by Parent. (b) Each Election Form will shall permit each the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of shares of Company Stock Dissenting Shares, to specify (i) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the CVR Per Share Mixed Consideration, (ii) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Stock Consideration, (iii) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Cash & Stock Consideration Consideration, or (iiiiv) that such holder makes no election with respect to such holder’s shares of Company StockCommon Stock (“No Election Shares”). Any shares of Company Common Stock with respect to which the Exchange Agent does has not receive a received an effective, properly completed Election Form during the period (the “Election Period”) from the Mailing Date to on or before 5:00 p.m., Eastern New York time, on the date which Parent and twentieth (20th) day following the Company shall agree is as near as practicable to three Business Days preceding the Closing Date, Mailing Date (or such other time and date as Parent and the Company will, prior to the Closing, mutually agree and Parent shall agree) (the “Election Deadline”), will ) (other than any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall also be deemed to be No Election Shares. Parent and the Company shall publicly announce the date of the Election Deadline at least three Business Days prior to the Election Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Parent shall direct the Exchange Agent to make available one or more Election Forms available as may reasonably be reasonably requested from time to time by all Persons who become holders of record (or beneficial owners) of Company Common Stock between the date that is five Election Form Record Date and the close of business on the Business Days Day prior to the Mailing Date and the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent it to perform as specified in this Agreement and as specified in any agreement between Parent and/or the Company and the Exchange Agentherein. (d) Any such election made pursuant to this Section 3.01 will shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during by the Election PeriodDeadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and, if required by Parent or the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate) 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 itsuch Election Form, by written notice received by the Exchange Agent during prior to the Election PeriodDeadline. In the event an Election Form is revoked during prior to the Election PeriodDeadline, the shares of Company Common Stock represented by such Election Form will be deemed shall become No Election Shares and Parent shall cause the Certificates representing such shares of Company Common Stock to be No promptly returned without charge to the Person submitting the Election SharesForm upon written request to that effect from the holder who submitted the Election Form, except to the extent (if any) a subsequent election is properly made during the Election Period. Any termination of this Agreement in accordance with Article IX shall result in the revocation of respect to any or all Election Forms delivered to the Exchange Agent on or prior to the date of such terminationshares of Company Common Stock. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters will shall be binding and conclusive. None of Parent, First Merger Sub, Second Merger Sub, the Company or the Exchange Agent will shall be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. (ai) Not less than 30 days prior to Each Member (or following the anticipated Effective Time Demutualization, Stockholder) certifying that such Person is an “accredited investor” as defined in Rule 501 of the Securities Act in accordance with the provisions of this Section 2.3(b) and the terms of the Letter of Instruction (the “Mailing DateCertification”) shall receive either (i) upon their election of all stock as set forth in the Letter of Instruction (a “Stock Election”) or no election at all, the Per Share Stock Consideration in respect of each share of MGEX Holdings Common Stock held by such Person, or (ii) upon their election of stock and cash as set forth in the Letter of Instruction (a “Cash/Stock Election”), Parent the Per Share Mixed Consideration in respect of each share of MGEX Holdings Common Stock held by such Person. Each Non-Accredited Investor shall receive the Per Share Cash Consideration in respect of each share of MGEX Holdings Common Stock held by such Person. No interest will cause be paid or accrued on any amount payable upon the transfer and cancellation of any shares of MGEX Holdings Common Stock. (ii) The Exchange Agent will deliver or mail to each Member (or following the Demutualization, each Stockholder) a letter of instruction, to be mailed mutually agreed to each record holder by the parties (a “Letter of Instruction”), which shall specify (A) instructions for receipt of the applicable Per Share Merger Consideration in respect of the shares of Company MGEX Holdings Common Stock owned by such Member (other or following the Demutualization, Stockholder), and (B) in the case of Accredited Investors, instructions to permit eligible Persons to make the Certification and exercise their right to make either a Stock Election or a Cash/Stock Election; provided that MGEX may amend the Letter of Instruction in response to requirements imposed by, or comments received from, the Exchange Agent with the prior written consent of Acquiror, such consent not to be unreasonably withheld or delayed. (iii) The Exchange Agent shall initially make available and mail the Letter of Instruction, not less than shares of Company Stock cancelled pursuant to Section 2.04(c)twenty (20) as of five Business Days prior to the Mailing Date: anticipated Election Deadline, to each Member (xor following the Demutualization, each Stockholder) an election form in as of the Business Day prior to such form consistent with mailing date, and following such mailing date, shall use all reasonable efforts to make available as promptly as possible the terms Letter of this Agreement as Parent shall specify Instruction to any Member (which or following the Demutualization, any Stockholder) who requests such form shall be reasonably acceptable Letter of Instruction prior to the Company) (the “Election Form”) and (y) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Stock shall be deemed to pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof together with the required indemnity) or transfer of the Book-Entry Shares to the Exchange Agent, and shall be in a customary form and have such other provisions as are reasonably acceptable to the Company and Parent, including instructions for use in effecting the surrender or transfer (the “Letter of Transmittal”)Deadline. The time period between such mailing date and the Election Form shall state the procedures for electing the Merger Consideration and shall specify the number of shares of Parent Common Stock and/or amount of cash that comprise the Alternative Consideration Deadline is referred to herein as determined by Parent. (b) Each Election Form will permit each holder of shares of Company Stock to specify (i) the number of shares of Company Stock with respect to which such holder elects to receive the CVR Consideration, (ii) the number of shares of Company Stock with respect to which such holder elects to receive the Cash & Stock Consideration or (iii) that such holder makes no election with respect to such holder’s shares of Company Stock. Any shares of Company Stock with respect to which the Exchange Agent does not receive a properly completed Election Form during the period (the “Election Period.” (iv) from Any Certification and Stock Election or Cash/Stock Election shall have been made properly only if the Mailing Date to Exchange Agent shall have received, during the Election Period, a Letter of Instruction properly completed and signed. As used herein, unless otherwise agreed upon in advance by the parties hereto, “Election Deadline” means 5:00 p.m., Eastern New York time, on the date which Parent and that the Company parties shall agree is as near as practicable to three ten (10) Business Days preceding the Closing Date, or such other date . As soon as Parent and the Company will, prior to the Closing, mutually agree practically possible but no later than two (the “Election Deadline”), will be deemed to be No Election Shares. Parent and the Company shall publicly announce the date of the Election Deadline at least three 2) Business Days prior to the Election Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Parent shall direct the Exchange Agent to make Election Forms available as may be reasonably requested from time to time by all Persons who become holders of record of Company Stock between the date that is five Business Days prior to the Mailing Date and following the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for shall deliver to MGEX copies of the Letters of Instruction and Certifications received by Exchange Agent to perform as specified from each Member in this Agreement and as specified in any agreement between Parent and/or connection with the Company and the Exchange Agent. (d) Any election made pursuant to this Section 3.01 will have been properly made only if the Exchange Agent will have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the Person submitting it, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the shares of Company Stock represented by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Any termination of this Agreement in accordance with Article IX shall result in the revocation of all Election Forms delivered to the Exchange Agent on or prior to the date of such termination. Subject to the terms of this Agreement and preparation of the Election Form, the Exchange Agent will have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects Closing Consideration Schedule set forth in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters will be binding and conclusive. None of Parent, First Merger Sub, Second Merger Sub, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election FormSection 2.7.

Election Procedures. (ai) Not less Each Person (other than 30 days ▇▇▇, Topco, Canadian LP, CanHoldco or Merger Sub) who on or prior to the anticipated Effective Time (the “Mailing Date”), Parent will cause to be mailed to each record Election Deadline is a holder of shares ▇▇▇ Common Shares shall be entitled, with respect to all or a portion of Company Stock (other than shares of Company Stock cancelled pursuant such ▇▇▇ Common Shares, to Section 2.04(c)) as of five Business Days make an LP Election and/or a Topco Election on or prior to the Mailing Date: Election Deadline to receive the LP Consideration and/or the Topco Consideration on the basis set forth in this Agreement. Each Person receiving LP Consideration pursuant to the Merger shall be deemed, by virtue of such receipt of such LP Consideration and without any further action on any such Person’s part, to have (x1) executed the Partnership Agreement as a holder of an LP Unit and (2) agreed to the rights, privileges, restrictions and conditions of the LP Units. (ii) Topco and Canadian LP shall prepare an election form, in form in such form consistent with the terms of this Agreement as Parent shall specify (which such form shall be reasonably and substance acceptable to the Company) ▇▇▇ and Topco with such provisions as ▇▇▇ and Topco may specify (the “Election Form”) and (y) pursuant to which a letter holder of transmittal which shall specify that delivery shall be effected, and risk of loss and title ▇▇▇ Common Shares may make an LP Election and/or a Topco Election with respect to the shares of Company Stock shall be deemed to pass, only upon proper delivery all or a portion of the Certificates (▇▇▇ Common Shares held by such holder. ▇▇▇ or affidavits of loss in lieu thereof together with the required indemnity) Topco shall mail, or transfer of the Book-Entry Shares to shall cause the Exchange AgentAgent to mail, and shall be in a customary form and have such other provisions as are reasonably acceptable the Election Form to the Company and Parent, including instructions for use in effecting the surrender or transfer (the “Letter holders of Transmittal”)▇▇▇ Common Shares. The Each Election Form shall state permit the procedures for electing record holder (or the Merger Consideration beneficial owner through appropriate and shall customary documentation and instructions) to specify the number of shares of Parent such ▇▇▇▇▇▇’▇ ▇▇▇ Common Stock and/or amount of cash that comprise the Alternative Consideration as determined by Parent. (b) Each Election Form will permit each holder of shares of Company Stock to specify (i) the number of shares of Company Stock Shares with respect to which such holder elects to receive makes an LP Election and/or a Topco Election (and, if relevant, the CVR Consideration, (ii) the number specific lot of shares of Company Stock with respect ▇▇▇ Common Shares to which such holder elects to receive election relates) in connection with the Cash & Stock Consideration or (iii) that such holder makes no election with respect to such holder’s shares of Company StockMerger. Any shares of Company Stock ▇▇▇ Common Share with respect to which the Exchange Agent does has not receive a received an effective, properly completed Election Form during the period (the “Election Period”) from the Mailing Date to on or before 5:00 p.m., Eastern time, p.m. on the date which Parent and the Company shall agree Business Day that is as near as practicable to three Business Days preceding prior to the Closing Date (which date shall be publicly announced by ▇▇▇ as soon as reasonably practicable but in no event less than five Business Days prior to the anticipated Closing Date, ) (or such other time and date as Parent and the Company will, prior to the Closing, mutually agree ▇▇▇ may specify) (the “Election Deadline”), will ) shall be deemed to be No Election Shares. Parent and the Company shall publicly announce the date of the Election Deadline at least three Business Days prior to the Election Deadlinehave made a Topco Election. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company ▇▇▇ shall promptly announce any such delay and, when determined, the rescheduled Election Deadline, which rescheduled Election Deadline if necessary shall be at the discretion of ▇▇▇; provided that at least one Business Day of advance notice thereof shall have been provided. (ciii) Parent ▇▇▇ shall direct the Exchange Agent to make Election Forms available as may reasonably be reasonably requested from time to time by all Persons who become holders (or beneficial owners) of record of Company Stock between the date that is five Business Days ▇▇▇ Common Shares prior to the Mailing Date and the Election Deadline, and the Company ▇▇▇ shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent it to perform its obligations as specified in this Agreement herein and as specified in any agreement between Parent and/or the Company and with the Exchange Agent. (div) Any election made pursuant to this Section 3.01 will 3.8(b) shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during prior to the Election PeriodDeadline. An Election Form with respect to ▇▇▇ Common Shares shall be deemed properly completed only (i) with respect to ▇▇▇ Common Shares represented by Certificates, if accompanied by one or more Certificates duly endorsed in blank or otherwise in form acceptable for transfer on the books of ▇▇▇ (or, with respect to any Certificate that has been lost, stolen or destroyed, an affidavit of lost certificate in a form acceptable to the Exchange Agent) or (ii) with respect to Uncertificated ▇▇▇ Shares and ▇▇▇ Book Entry Shares, upon the Exchange Agent’s receipt of an “agent’s message” by the Exchange Agent or such other evidence of transfer of Uncertificated ▇▇▇ Shares or ▇▇▇ Book Entry Shares, as applicable, as the Exchange Agent may reasonably request, collectively representing all ▇▇▇ Common Shares covered by such Election Form, in each case together with duly executed transmittal materials included with the Election Form. Any Election Form may be revoked or changed by the Person submitting it, such Election Form by submitting written notice that is received by the Exchange Agent during on or prior to the Election PeriodDeadline. In the event an Election Form is revoked during on or prior to the Election PeriodDeadline, the shares of Company Stock ▇▇▇ Common Shares represented by such Election Form will be deemed shall become Topco Electing Shares and ▇▇▇ shall cause all Certificates representing such ▇▇▇ Common Shares, together with any applicable Uncertificated ▇▇▇ Shares or ▇▇▇ Book Entry Shares, to be No Election Shares, except promptly returned without charge to the extent Person submitting the Election Form upon such revocation or written request to that effect from the holder who submitted the Election Form; provided, however, that a subsequent election is properly may be made during with respect to any or all of such ▇▇▇ Common Shares if the Election Periodholder thereof complies with the procedures, terms and conditions set forth in this Section 3.8(b). Any termination of In addition, all LP Elections shall automatically be revoked and all Certificates representing ▇▇▇ Common Shares, all Uncertificated ▇▇▇ Shares and all ▇▇▇ Book Entry Shares shall be promptly returned without charge if this Agreement is terminated in accordance with Article IX shall result in the revocation of all Election Forms delivered to the Exchange Agent on or prior to the date of such termination. XI. (v) Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will Agent, in consultation with ▇▇▇, shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters will shall be binding and conclusive. None of Parent▇▇▇, First Topco, Canadian LP, Merger Sub, Second Merger Sub, the Company Sub or the Exchange Agent will shall be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. (a) Not less than 30 days prior to the anticipated Effective Time (the “Mailing Date”), Parent will cause to be mailed to each Each holder of record holder 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, Section 1.05(a) (other than shares of Company Stock cancelled pursuant to Section 2.04(c)a “Holder”) as of five Business Days prior shall have the right, subject to the Mailing Date: (x) an election form limitations set forth in this Article 2 and except as otherwise may be agreed by such form consistent with the terms of this Agreement as Parent shall specify (which such form shall be reasonably acceptable to the Company) (the “Election Form”) and (y) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Stock shall be deemed to pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof together with the required indemnity) or transfer of the Book-Entry Shares to the Exchange Agent, and shall be in a customary form and have such other provisions as are reasonably acceptable to the Company holder and Parent, including instructions for use to submit an election in effecting accordance with the surrender or transfer (the “Letter of Transmittal”). The Election Form shall state the procedures for electing the Merger Consideration and shall specify the number of shares of Parent Common Stock and/or amount of cash that comprise the Alternative Consideration as determined by Parent.following procedures: (ba) Each Election Form will permit each holder Holder may specify in a request made in accordance with the provisions of shares of Company Stock to specify this Section 2.02 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such holder elects Holder desires to receive the CVR Consideration, make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such holder elects Holder desires to receive make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Parent and reasonably acceptable to Company (the Cash & Stock Consideration or “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (iii5) that such holder makes no election with respect business days prior to its first distribution to Holders. (c) Parent (i) shall initially make available and mail the Form of Election 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 holder’s shares 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 shareholder or holder of Company StockRestricted Stock Awards who requests such Form of Election prior to the Election Deadline. Any shares of Company Stock with respect The time period between such mailing date and the Election Deadline is referred to which the Exchange Agent does not receive a properly completed Election Form during the period (herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old 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 Mailing Date to United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m., Eastern time, p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which Parent and the Company parties shall agree is as near as practicable to three Business Days two (2) business days preceding the Closing Date, or such other date as Parent and the Company will, prior . The parties shall cooperate to the Closing, mutually agree (the “Election Deadline”), will be deemed issue a press release reasonably satisfactory to be No Election Shares. Parent and the Company shall publicly announce each of them announcing the date of the Election Deadline not more than fifteen (15) business days before, and at least three Business Days five (5) business days prior to to, the Election Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Parent shall direct the Exchange Agent to make Election Forms available as may be reasonably requested from time to time by all Persons who become holders of record of Company Stock between the date that is five Business Days prior to the Mailing Date and the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent to perform as specified in this Agreement and as specified in any agreement between Parent and/or the Company and the Exchange Agent. (d) Any election made pursuant to this Section 3.01 will have been properly made only if the Exchange Agent will have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the Person submitting it, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the shares of Company Stock represented by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Any termination of this Agreement in accordance with Article IX shall result in the revocation of all Election Forms delivered to the Exchange Agent on or prior to the date of such termination. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters will be binding and conclusive. None of Parent, First Merger Sub, Second Merger Sub, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. (a) Not less than 30 days prior Notwithstanding anything in this Agreement to the anticipated Effective Time contrary, with respect to each holder of Company Common Stock: (i) An election form in such form as Parent shall specify and as shall be reasonably acceptable to the Company (the “Merger Consideration Election Form”) shall be mailed together with the supplement to the Proxy Statement describing this Amendment (the “Mailing Date”), Parent will cause to be mailed ) to each record holder of shares record of Company Common Stock (other than shares of Company Stock cancelled pursuant to Section 2.04(c)) as of five Business Days prior to the Mailing Date: (x) an election form in such form consistent with close of business on the terms record date for notice of this Agreement as Parent shall specify (which such form shall be reasonably acceptable to the Company) Company Stockholder Meeting (the “Election Form”) and (y) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Stock shall be deemed to pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof together with the required indemnity) or transfer of the Book-Entry Shares to the Exchange Agent, and shall be in a customary form and have such other provisions as are reasonably acceptable to the Company and Parent, including instructions for use in effecting the surrender or transfer (the “Letter of TransmittalForm Record Date”). The . (ii) Each Merger Consideration Election Form shall state permit the procedures for electing holder (or the Merger Consideration beneficial owner through appropriate and shall specify the number of shares of Parent Common Stock and/or amount of cash that comprise the Alternative Consideration as determined by Parent. (b) Each Election Form will permit each customary documentation and instructions), other than any holder of shares of Company Stock Dissenting Shares, to specify (iA) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the CVR Per Share Mixed Consideration, (iiB) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Cash & Election Consideration, (C) the number of shares of such holder’s Company Common Stock Consideration with respect to which such holder elects to receive the Per Share Stock Consideration, or (iiiD) that such holder makes no election with respect to such holder’s shares of Company StockCommon Stock (“No Election Shares”). Any shares of Company Common Stock with respect to which the Exchange Agent does has not receive a received an effective, properly completed Merger Consideration Election Form during the period (the “Election Period”) from the Mailing Date to on or before 5:00 p.m., Eastern New York time, on the date which Parent and the Company shall agree that is as near as practicable to three Business Days preceding following the Closing Date, Date (or such other time and date as Parent and the Company will, and Parent shall agree prior to the Closing, mutually agree ) (the “Election Deadline”), will ) (other than any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall be deemed to be No Election Shares. Parent and the Company shall publicly announce the date of the Election Deadline at least three Business Days prior to the Election Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (ciii) Parent shall direct the Exchange Agent to make available one or more Merger Consideration Election Forms available as may reasonably be reasonably requested from time to time by all Persons who become holders of record (or beneficial owners) of Company Common Stock between the date that is five Business Days Election Form Record Date and the close of business on the business day prior to the Mailing Date and the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent it to perform as specified in this Agreement and as specified in any agreement between Parent and/or the Company and the Exchange Agentherein. (div) Any such election made pursuant to this Section 3.01 will shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Merger Consideration Election Form during by the Election PeriodDeadline. Any Merger Consideration Election Form may be revoked or changed by the Person submitting itsuch Merger Consideration Election Form, by written notice received by the Exchange Agent during prior to the Election PeriodDeadline. In the event an a Merger Consideration Election Form is revoked during prior to the Election PeriodDeadline, the shares of Company Common Stock represented by such Merger Consideration Election Form will be deemed to be shall become No Election Shares, except to the extent (if any) a subsequent election is properly made during the Election Period. Any termination of this Agreement in accordance with Article IX shall result in the revocation of respect to any or all Election Forms delivered to the Exchange Agent on or prior to the date of such terminationshares of Company Common Stock. Subject to the terms of this Agreement and of the Merger Consideration Election Form, the Exchange Agent will 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 Merger Consideration Election Forms, and any good faith decisions of the Exchange Agent regarding such matters will shall be binding and conclusive. None of Parent, First Merger Sub, Second Merger Sub, the Company or the Exchange Agent will shall be under any obligation to notify any Person of any defect in a Merger Consideration Election Form. (b) Notwithstanding anything in this Agreement to the contrary, with respect to each holder of Company Options: (i) An election form in such form as Parent shall specify and as shall be reasonably acceptable to the Company (the “Option Consideration Election Form”) shall be mailed together with the supplement to the Proxy Statement describing this Amendment or at the Mailing Date to each holder of record of any Company Option as of immediately prior to the Effective Time (the “Option Consideration Election Form Date”). (ii) Each Option Consideration Election Form shall permit the holder to specify with respect to each Company Option (A) whether such holder elects to receive the Per Option Mixed Consideration, (B) whether such holder elects to receive the Per Option Cash Consideration, (C) whether such holder elects to receive the Per Option Stock Consideration, or (D) that such holder makes no election with respect to such Company Option (“No Election Options”). Any Company Options with respect to which the Exchange Agent has not received an effective, properly completed Option Consideration Election Form on or before the Election Deadline shall also be deemed to be No Election Options. (iii) Parent shall make available one or more Option Consideration Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Company Options between the Option Consideration Election Form Date and the close of business on the business day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (iv) Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Option Consideration Election Form by the Election Deadline. Any Option Consideration Election Form may be revoked or changed by the Person submitting such Option Consideration Election Form, by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Option Consideration Election Form is revoked prior to the Election Deadline, the Company Options represented by such Election Form shall become No Election Options, except to the extent (if any) a subsequent election is properly made with respect to any or all such Company Options. Subject to the terms of this Agreement and of the Option Consideration Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Option Consideration Election Forms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Option Consideration Election Form. (m) Section 8.2 (a) of the Merger Agreement is hereby amended and restated in its entirety as follows: (a) if to Parent, Merger Sub or Second Merger Sub: URS CORPORATION 6▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 26th Floor San Francisco, CA 94111 Attention: General Counsel Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇ with a copy to: P▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq. S▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq. L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP Suite 4000 6▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇

Election Procedures. (a) Not less than 30 days prior to the anticipated Effective Time (the “Mailing Date”), Parent will cause to be mailed to each record holder of shares of Company Stock (other than shares of Company Stock cancelled pursuant to Section 2.04(c)) as of five Business Days prior to the Mailing Date: (x) an An election form in such form consistent with the terms of this Agreement as Parent shall specify and other appropriate and customary transmittal materials (which such form shall be reasonably acceptable to the Company) (the “Election Form”) and (y) a 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 or Company OpCo Units, as applicable, shall be deemed to pass, only upon proper delivery of the such Certificates (or affidavits of loss in lieu thereof together with the required indemnity) or transfer of the Book-Entry Shares to the Exchange Agent, ) in such form as the Company shall reasonably specify and as shall be in a customary form and have such other provisions as are reasonably acceptable to the Company and Parent, including instructions for use in effecting the surrender or transfer Parent (the “Letter Election Form”) shall be mailed no less than 30 days prior to the anticipated Closing Date or on such other date as Parent and the Company shall mutually agree (the “Mailing Date”) to each holder of Transmittalrecord of Company Common Stock and Company OpCo Units as of the close of business on the third business day prior to the Mailing Date or such other date as mutually agreed to by Parent and the Company (the “Election Form Record Date”). The Election Form shall state the procedures for electing the Merger Consideration and shall specify the number of shares of Parent Common Stock and/or amount of cash that comprise the Alternative Consideration as determined by Parent. (b) Each Election Form will shall permit each the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of shares of Company Stock Dissenting Shares, to specify (i) the number of shares of such holder’s Company Class A Common Stock or Company OpCo Stapled Units, as applicable, with respect to which such holder elects to receive the CVR Consideration, makes a Mixed Election; (ii) the number of shares of such holder’s Company Class A Common Stock or Company OpCo Stapled Units, as applicable, with respect to which such holder elects to receive the makes a Cash & Stock Consideration or Election; and (iii) that the number of shares of such holder’s Company Class A Common Stock or Company OpCo Stapled Units, as applicable, with respect to which such holder makes no election with respect to such holder’s shares of Company Stocka Common Unit Election. Any shares of Company Class A Common Stock or Company OpCo Stapled Units with respect to which the Exchange Agent does has not receive a received an effective, properly completed Election Form during the period (the “Election Period”) from the Mailing Date to on or before 5:00 p.m., Eastern New York time, on the date which Parent and fifth business day prior to the Company shall agree is as near as practicable to three Business Days preceding the anticipated Closing Date, Date (or such other time and date as Parent and the Company will, prior to the Closing, mutually agree shall agree) (the “Election Deadline”), will ) (other than Cancelled Shares and Subsidiary Shares or any shares of Company Common Stock that constitute Dissenting Shares at such time) shall be deemed to be “No Election SharesSecurities,” and the holders of such No Election Securities shall be deemed to have made a Common Unit Election with respect to such No Election Securities. Parent and the Company shall publicly announce the date of the anticipated Election Deadline at least three Business Days five business days prior to the Election Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Parent The Company shall direct the Exchange Agent to make available one or more Election Forms available as may reasonably be reasonably requested from time to time by all Persons persons who become holders of record (or beneficial owners) of Company Class A Common Stock or Company OpCo Stapled Units between the date that is five Business Days Election Form Record Date and the close of business on the business day prior to the Mailing Date and the Election Deadline, and the Company Parties shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent it to perform as specified in this Agreement and as specified in any agreement between Parent and/or the Company and the Exchange Agentherein. (d) Any election made pursuant to this Section 3.01 will 2.7 shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during by the Election PeriodDeadline. After a Mixed Election, Cash Election or a Common Unit Election is validly made with respect to any shares of Company Class A Common Stock or Company OpCo Stapled Units, any subsequent transfer of such shares of Company Class A Common Stock or Company OpCo Stapled Units, as applicable, shall (1) prior to the Election Deadline, automatically revoke such election or (2) following the Election Deadline, not change the election made with respect to such shares of Company Class A Common Stock or Company OpCo Stapled Units as of the Election Deadline. Any Election Form may be revoked or changed by the Person person submitting itsuch Election Form, by written notice received by the Exchange Agent during prior to the Election PeriodDeadline. In the event an Election Form is revoked during prior to the Election PeriodDeadline, the shares of Company Class A Common Stock and Company OpCo Stapled Units represented by such Election Form will be deemed to be shall become No Election SharesSecurities, except to the extent a subsequent election is properly made during the Election Period. Any termination with respect to any or all of this Agreement in accordance with Article IX shall result in the revocation such shares of all Election Forms delivered to the Exchange Agent on Company Class A Common Stock or Company OpCo Stapled Units, as applicable, prior to the date of such terminationElection Deadline. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good good-faith decisions of the Exchange Agent regarding such matters will shall be binding and conclusive. None of Parent, First Merger Sub, Second Merger Sub, the Company or the Exchange Agent will shall be under any obligation to notify any Person person of any defect in an Election Form.

Election Procedures. (a) Not less than 30 days prior Subject to the anticipated Effective Time (the “Mailing Date”)proration and redesignation procedures set forth in Section 1.8, Parent will cause to be mailed to each holder of record holder of shares of Company Common Stock (other than shares of Company Excluded Shares and Dissenting Shares) will be entitled to elect to receive for each such share the Cash Consideration and/or the Parent Stock cancelled pursuant to Section 2.04(c)) as of five Business Days prior to the Mailing Date: (x) Consideration. All such elections shall be made on an election form and letter of transmittal designed for that purpose in such form consistent with the terms of this Agreement as Parent shall specify and the Company mutually agree (which such form shall be reasonably acceptable to the Company) (the collectively, an “Election Form”). Holders of record of shares of Company Common Stock who hold such shares as nominees, trustees or in other representative capacities (“Share Representatives”) and (y) a letter of transmittal which shall specify may submit multiple Election Forms, provided that delivery shall be effected, and risk of loss and title to such Share Representative certifies that each such Election Form covers all the shares of Company Stock shall be deemed to pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof together with the required indemnity) or transfer of the Book-Entry Shares to the Exchange Agent, and shall be in a customary form and have such other provisions as are reasonably acceptable to the Company and Parent, including instructions for use in effecting the surrender or transfer (the “Letter of Transmittal”). The Election Form shall state the procedures for electing the Merger Consideration and shall specify the number of shares of Parent Common Stock and/or amount of cash that comprise the Alternative Consideration as determined held by Parenteach such Share Representative for a particular beneficial owner. (b) Each Election Form will permit each holder of shares of Company Stock Subject to specify (i) adjustment in accordance with Section 1.7(d), the number of shares of Company Common Stock with respect (other than Excluded Shares) plus the number of Equity Award Equivalent Shares (such number, the “Fully Diluted Stock Amount”) to which such holder elects be converted into the right to receive Cash Consideration for such shares shall be a number equal to 32.14% of the CVR ConsiderationFully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) (the “Maximum Cash Election Number”). (c) Subject to adjustment in accordance with Section 1.7(d), (ii) the number of shares of Company Common Stock with respect (other than Excluded Shares) to which such holder elects be converted into the right to receive the Cash & Parent Stock Consideration for such shares shall be a number equal to 67.86% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) (the “Maximum Stock Election Number”). (d) Notwithstanding the provisions of Section 1.7(b) with regard to the Maximum Cash Election Number or Section 1.7(c) with regard to the Maximum Stock Election Number, if the number of Stock Electing Shares is (iiii) that greater than the Maximum Stock Election Number set forth in Section 1.7(c) and (ii) equal to or less than a number equal to 81.43% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) (the “Stock Election Cap Number”, and any such holder makes no election with respect number between the Maximum Stock Election Number set forth in Section 1.7(c) and up to the Stock Election Cap Number, the “Overage Stock Election Number”), then, for all purposes of this Agreement, the “Maximum Stock Election Number” shall be increased to be a number equal to such holder’s Overage Stock Election Number, and the “Maximum Cash Election Number” shall be reduced to be a number equal to the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) minus the Overage Stock Election Number; provided, for the avoidance of doubt, (x) the Overage Stock Election Number cannot be greater than a number equal to 81.43% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) even if the number of Stock Electing Shares is greater than the Stock Election Cap Number, (y) the Maximum Stock Election Number cannot be less than a number equal to 67.86% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares), and (z) the Maximum Cash Election Number cannot be greater than a number equal to 32.14% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares). (e) The Election Form shall be mailed with the Proxy Statement to all holders of record of shares of Company StockCommon Stock as of the record date of the Company Stockholders Meeting. Any Thereafter, the Company and Parent shall each use its reasonable and diligent efforts to mail or make available the Election Form to all persons who become holders of shares of Company Common Stock during the period between the record date for the Company Stockholders Meeting and the Election Deadline, and Parent shall provide Computershare Trust Company, N.A., Parent’s exchange agent (the “Exchange Agent”) with respect all information necessary for it to which perform as specified herein. To be effective, an Election Form must be properly completed and received by the Exchange Agent does not receive a properly completed Election Form during the period (the “Election Period”) from the Mailing Date to on or before 5:00 p.m., Eastern timeChicago Time, on the date which Parent and the Company shall agree is as near as practicable to three fifth Business Days preceding the Closing Date, or such other date as Parent and the Company will, Day prior to the Closing, mutually agree Effective Time (the “Election Deadline”), will be deemed to be No Election Shares. Parent and the Company shall publicly announce the date of the Election Deadline at least three Business Days prior to the Election Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Parent shall direct the Exchange Agent to make Election Forms available as may be reasonably requested from time to time by all Persons who become holders of record of Company Stock between the date that is five Business Days prior to the Mailing Date and the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent to perform as specified in this Agreement and as specified in any agreement between Parent and/or the Company and the Exchange Agent. (d) Any election made pursuant to this Section 3.01 will have been properly made only if the Exchange Agent will have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed modified by the Person person submitting it, such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or modification is actually received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the shares of Company Stock represented by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Any termination of this Agreement in accordance with Article IX shall result in the revocation of all Election Forms delivered to the Exchange Agent on at or prior to the date of such terminationElection Deadline. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will shall have reasonable discretion to determine whether any election, revocation or change modification has been properly or timely made and to disregard immaterial defects in the any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters will shall be binding and conclusive. None of ParentAs used in this Agreement, First Merger Sub“Business Day” means any day except Saturday, Second Merger SubSunday and any day on which banks in Mattoon, the Company Illinois, or the Exchange Agent will be under any obligation Decatur, Illinois, are authorized or required by law or other government action to notify any Person of any defect in an Election Formclose.

Election Procedures. (a) Not less than 30 days prior to the anticipated Effective Time (the “Mailing Date”), Parent will cause to be mailed to each Each holder of record holder 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, Section 2.1(a) (other than shares of Company Stock cancelled pursuant to Section 2.04(c)a “Holder”) as of five Business Days prior shall have the right, subject to the Mailing Date: (x) an election form limitations set forth in this Article 2 and except as otherwise may be agreed by such form consistent with the terms of this Agreement as Parent shall specify (which such form shall be reasonably acceptable to the Company) (the “Election Form”) and (y) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Stock shall be deemed to pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof together with the required indemnity) or transfer of the Book-Entry Shares to the Exchange Agent, and shall be in a customary form and have such other provisions as are reasonably acceptable to the Company H▇▇▇▇▇ and Parent, including instructions for use to submit an election in effecting accordance with the surrender or transfer (the “Letter of Transmittal”). The Election Form shall state the procedures for electing the Merger Consideration and shall specify the number of shares of Parent Common Stock and/or amount of cash that comprise the Alternative Consideration as determined by Parent.following procedures: (ba) Each Election Form will permit each holder Holder may specify in a request made in accordance with the provisions of shares of Company Stock to specify this Section 2.5 (herein called an “Election”) (i) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such holder elects Holder desires to receive the CVR Consideration, make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder (or subject to such Company Restricted Stock Awards) with respect to which such holder elects Holder desires to receive make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Parent and reasonably acceptable to Company (the Cash & Stock Consideration or “Form of Election”), so as to permit Holders to exercise their right to make an Election, and shall make such form available to Company for review not less than five (iii5) that such holder makes no election with respect business days prior to its first distribution to Holders. (c) Parent (i) shall initially make available and mail the Form of Election not less than twenty (20) business days prior to the anticipated Election Deadline (as defined herein) to Holders of record as of the business day prior to such holder’s shares 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 shareholder or holder of Company StockRestricted Stock Awards who requests such Form of Election prior to the Election Deadline. Any shares of Company Stock with respect The time period between such mailing date and the Election Deadline is referred to which the Exchange Agent does not receive a properly completed Election Form during the period (herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old 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 Mailing Date to United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m., Eastern time, p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which Parent and the Company parties shall agree is as near as practicable to three Business Days two (2) business days preceding the Closing Date, or such other closing date as Parent and of the Company will, prior Merger. The parties shall cooperate to the Closing, mutually agree (the “Election Deadline”), will be deemed issue a press release reasonably satisfactory to be No Election Shares. Parent and the Company shall publicly announce each of them announcing the date of the Election Deadline not more than fifteen (15) business days prior to, and at least three Business Days five (5) business days prior to to, the Election Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Parent shall direct the Exchange Agent to make Election Forms available as may be reasonably requested from time to time by all Persons who become holders of record of Company Stock between the date that is five Business Days prior to the Mailing Date and the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent to perform as specified in this Agreement and as specified in any agreement between Parent and/or the Company and the Exchange Agent. (d) Any election made pursuant to this Section 3.01 will have been properly made only if the Exchange Agent will have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the Person submitting it, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the shares of Company Stock represented by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Any termination of this Agreement in accordance with Article IX shall result in the revocation of all Election Forms delivered to the Exchange Agent on or prior to the date of such termination. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters will be binding and conclusive. None of Parent, First Merger Sub, Second Merger Sub, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. (a) Not less Subject to the terms and conditions of this Agreement, each Person (other than 30 days Guarantor, Merger Sub, Purchaser or ▇▇. ▇▇▇▇▇▇▇▇▇) who on or prior to the anticipated Effective Time (the “Mailing Date”), Parent will cause to be mailed to each Election Deadline is a holder of record holder of shares of Company Common Stock evidenced by Certificates or by book-entry in the Company’s stock transfer books (other than “Book Entry Shares”) shall be entitled to make an election to receive the Per Share Non-Voting Stock Consideration for all or a portion of the shares of Company Common Stock cancelled pursuant to Section 2.04(c)evidenced by Certificates or Book Entry Shares held by such Person (such election, a “Stock Election”) as of five Business Days prior to the Mailing Date: (xElection Deadline; it being understood that, with respect to shares of Common Stock held on behalf of a beneficial owner through a broker, dealer, bank or similar nominee or in the name of a participant in the Depositary Trust Company’s book-entry transfer system, prior to such Stock Election such shares must be withdrawn from such arrangement and held in the form of Certificates or Book-Entry Shares in order for a valid Stock Election to be made under this Section 3.2(a) an with respect to such shares. For a stockholder of the Company to make a valid Stock Election, such stockholder shall properly complete and duly execute and deliver to the Exchange Agent a form of election form in such form consistent with prepared by the terms of this Agreement as Parent shall specify (which such form shall be Company and reasonably acceptable to the Company) Purchaser (the a “Election FormForm of Election”) and, if the shares of Common Stock with respect to which a Stock Election is made are represented by Certificates, the Certificates evidencing such shares of Common Stock. By executing and (y) delivering a letter Form of Election, the stockholder will be agreeing to be bound by the terms of the Stockholder Agreement in substantially the form attached as Exhibit D hereto, with respect to shares of Surviving Corporation Stock such stockholder receives as Merger Consideration. The Form of Election will include appropriate stock certificate transmittal materials, which transmittal materials shall specify that delivery of Certificates or Book-Entry Shares shall be effected, and risk of loss and title to the shares of Company Stock shall be deemed to pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof together with the required indemnity) or transfer of the Book-Entry Shares to the Exchange Agent, Agent and shall be in a customary form and have such other provisions as are reasonably acceptable to the Company and Parent, including instructions for use in effecting the surrender of the Certificates or transfer Book-Entry Shares in exchange for the Merger Consideration payable or deliverable with respect to the shares of Common Stock represented by such Certificates or Book-Entry Shares. The Form of Election shall include statements and representations substantially in a form prepared by the Company (and reasonably acceptable to Purchaser) as promptly as practicable following the date of this Agreement (“Letter Election Form Representations”) that would be made by each holder of Transmittal”record of shares of Common Stock submitting a Form of Election (or, if such record holder is not the Person having discretion as to the matters covered by the Election Form Representations, then on behalf of the Person having such discretion). The Form of Election shall provide that the Election Form shall state Representations are being made as of the procedures for electing date the Merger Consideration Form of Election is submitted and shall specify as of the number of shares of Parent Common Stock and/or amount of cash that comprise the Alternative Consideration as determined by ParentEffective Time. (b) Each Purchaser and the Company shall mail, or cause to be mailed, the Form of Election (including the stock certificate transmittal materials) to all persons who are holders of record of Common Stock on the record date for the Company Stockholders’ Meeting, as soon as practicable after the No-Shop Period Start Date (and, in any event, with the Proxy Statement) (or such other date as Purchaser and the Company may mutually agree) (the “Mailing Date”), and thereafter Purchaser and the Company shall each use its reasonable efforts to make the Form will permit each holder of Election available to all persons who become holders of Common Stock subsequent to such day and no later than the close of business on the fifth (5th) Business Day prior to the Effective Time. A properly completed Form of Election and, if the shares of Company Stock to specify (i) the number of shares of Company Common Stock with respect to which a Stock Election is made are represented by Certificates, the Certificates evidencing such holder elects to receive the CVR Consideration, (ii) the number of shares of Company Stock with respect to which such holder elects to receive the Cash & Stock Consideration or (iii) that such holder makes no election with respect to such holder’s shares of Company Common Stock. Any shares of Company Stock with respect to which , must be received by the Exchange Agent does not receive a properly completed Election Form during the period (the “Election Period”) from the Mailing Date to no later than 5:00 p.m., Eastern New York City time, on the second (2nd) Business Day preceding the Closing Date (or such other time and date which Parent as Purchaser and the Company shall agree is as near as practicable to three Business Days preceding the Closing Date, or such other date as Parent and the Company will, prior to the Closing, may mutually agree agree) (the “Election Deadline”), will be deemed ) in order to be No effective. Any Stock Election Shares. Parent and may be withdrawn by delivery of written notice of such withdrawal to the Company shall publicly announce the date of the Election Deadline at least three Business Days Exchange Agent prior to the Election Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Parent shall direct A holder of Common Stock who does not submit a properly completed Form of Election and, if the shares of Common Stock with respect to which a Stock Election is made are represented by Certificates, the Certificates evidencing such shares of Common Stock, that are received by the Exchange Agent to make Election Forms available as may be reasonably requested from time to time by all Persons who become holders of record of Company Stock between the date that is five Business Days prior to the Mailing Date Election Deadline shall be deemed to have declined to make a Stock Election and will receive the Election Deadline, and the Company shall provide to Per Share Cash Consideration as provided in Section 1.8(c). If Purchaser or the Exchange Agent all information reasonably necessary for the Exchange Agent shall determine that any purported Stock Election was not properly made, such purported Stock Election shall be deemed to perform as specified in this Agreement be of no force and as specified in any agreement between Parent and/or the Company effect and the Exchange Agentholder of shares of Common Stock making such purported Stock Election shall for purposes hereof be deemed to have declined to make a Stock Election and will receive the Per Share Cash Consideration as provided in Section 1.8(c). (d) Any election made pursuant to this Section 3.01 will have been properly made only if The number of holders of record (determined in accordance with Rule 12g5-1 under the Exchange Agent will have actually received Act) of Common Stock eligible to receive the Per Share Non-Voting Stock Consideration shall not exceed 275 (the “Maximum Number”). If the number of holders making valid (and unrevoked) Stock Elections in accordance with Section 3.2(a), (b) and (c) (each a properly completed Election Form during “Stock Electing Holder”) does not exceed the Election Period. Any Election Form may be revoked or changed by the Person submitting itMaximum Number, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, all of the shares of Company Common Stock represented by in respect of which a valid Stock Election shall have been made shall be converted into the right to receive Per Share Non-Voting Stock Consideration pursuant to Section 1.8(c). If the number of Stock Electing Holders exceeds the Maximum Number, the 275 Stock Electing Holders in respect of which valid Stock Elections shall have been made (and not revoked) with respect to the greatest number of shares of Common Stock shall have the shares of Common Stock in respect of which they made such Election Form will valid (unrevoked) Stock Elections converted into the right receive Per Share Non-Voting Stock Consideration pursuant to Section 1.8(c); and the Stock Elections with respect to shares of Common Stock of the remaining Stock Electing Holders shall be deemed withdrawn and such shares of Common Stock shall be converted into the right to be No Election Shares, except receive the Per Share Cash Consideration pursuant to the extent a subsequent election is properly made during the Election Period. Any termination of this Agreement in accordance with Article IX shall result in the revocation of all Election Forms delivered to the Exchange Agent on or prior to the date of such termination. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters will be binding and conclusive. None of Parent, First Merger Sub, Second Merger Sub, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election FormSection 1.8(c).

Election Procedures. 3.2.1. Holders of WCBI Common Stock may elect to receive shares of PBI Common Stock or cash (ain either case without interest) Not less than 30 days prior in exchange for their shares of WCBI Common Stock in accordance with the following procedures, provided that, in the aggregate, and subject to the anticipated Effective Time (provisions of Section 3.2.6, 50% of the “Mailing Date”), Parent will cause to be mailed to each record holder total number of shares of Company WCBI Common Stock issued and outstanding at the Effective Time, including any Dissenting Shares but excluding any Treasury Stock (other than the "Stock Conversion Number"), shall be converted into the Stock Consideration and the remaining outstanding shares of Company WCBI Common Stock cancelled shall be converted into the Cash Consideration. Shares of WCBI Common Stock as to which a Cash Election (including, pursuant to a Mixed Election) has been made are referred to herein as "Cash Election Shares." Shares of WCBI Common Stock as to which a Stock Election has been made (including, pursuant to a Mixed Election) are referred to as "Stock Election Shares." Shares of WCBI Common Stock as to which no election has been made (or as to which an Election Form is not returned properly completed) are referred to herein as "Non-Election Shares." The aggregate number of shares of WCBI Common Stock with respect to which a Stock Election has been made is referred to herein as the "Stock Election Number." Any Dissenting Shares shall be deemed to be Cash Election Shares, and the holders thereof shall in no event receive consideration comprised of PBI Common Stock with respect to such shares; provided; however, that for purposes of making the proration calculations provided for in this Section 2.04(c)) 3.2, only Dissenting Shares as of five Business Days prior to existing at the Mailing Date: (x) an Effective Time shall be deemed Cash Election Shares. 3.2.2. An election form in such form consistent with the terms of this Agreement as Parent shall specify and other appropriate and customary transmittal materials (which such form shall be reasonably acceptable to the Company) (the “Election Form”) and (y) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Stock Certificates shall be deemed to pass, only upon proper delivery of the such Certificates (or affidavits of loss in lieu thereof together with the required indemnity) or transfer of the Book-Entry Shares to the Exchange Agent), in such form as WCBI and PBI shall mutually agree ("Election Form"), shall be in a customary form mailed no more than 40 business days and have such other provisions as are reasonably acceptable no less than 20 business days prior to the Company anticipated Effective Time or on such earlier date as PBI and Parent, including instructions for use in effecting the surrender or transfer WCBI shall mutually agree (the “Letter "Mailing Date") to each holder of Transmittal”record of WCBI Common Stock as of five business days prior to the Mailing Date (the "Election Form Record Date"). The Each Election Form shall state permit such holder, subject to the allocation and election procedures for electing the Merger Consideration and shall specify the number of shares of Parent Common Stock and/or amount of cash that comprise the Alternative Consideration as determined by Parent. (b) Each Election Form will permit each holder of shares of Company Stock to specify set forth in this Section 3.2, (i) the number of shares of Company Stock with respect to which such holder elects elect to receive the CVR ConsiderationCash Consideration for all of the shares of WCBI Common Stock held by such holder (a "Cash Election"), in accordance with Section 3.1.3, (ii) to elect to receive the number Stock Consideration for all of such shares (a "Stock Election"), in accordance with Section 3.1.3, (iii) elect to receive the Stock Consideration for a part of such holder's WCBI Common Stock and the Cash consideration for the remaining part of such holder's WCBI Common Stock (a "Mixed Election"), or (iv) to indicate that such record holder has no preference as to the receipt of cash or PBI Common Stock for such shares (a "Non-Election"). A holder of record of shares of Company WCBI Common Stock with respect to which who holds such holder elects to receive shares as nominee, trustee or in another representative capacity (a "Representative") may submit multiple Election Forms, provided that each such Election Form covers all the Cash & Stock Consideration or (iii) that such holder makes no election with respect to such holder’s shares of Company StockWCBI Common Stock held by such Representative for a particular beneficial owner. Any shares of Company WCBI 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 does not of an effective, properly completed Election Form shall be deemed Non-Election Shares. All Dissenting Shares shall be deemed shares subject to a Cash Election, and with respect to such shares the holders thereof shall in no event receive consideration comprised of PBI Common Stock, subject to Section 3.1.5 hereof; provided; however, that for purposes of making the proration calculations provided for in this Section 3.2, only Dissenting Shares as existing at the Effective Time shall be deemed Cash Election Shares. 3.2.3. To be effective, a properly completed Election Form during shall be submitted to the period (the “Election Period”) from the Mailing Date to Exchange Agent on or before 5:00 p.m., Eastern New York City time, on the 25th day following the Mailing Date (or such other time and date which Parent as PBI and WCBI may mutually agree) (the Company shall agree is as near as practicable to three Business Days preceding "Election Deadline"); provided, however, that the Election Deadline may not occur on or after the Closing Date. WCBI shall make available up to two separate Election Forms, or such other date additional Election Forms as Parent PBI may permit, to all persons who become holders (or beneficial owners) of WCBI Common Stock between the Election Form Record Date and the Company will, prior to close of business on the Closing, mutually agree (the “Election Deadline”), will be deemed to be No Election Shares. Parent and the Company shall publicly announce the date of the Election Deadline at least three Business Days business day prior to the Election Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Parent shall direct the Exchange Agent to make Election Forms available as may be reasonably requested from time to time by all Persons who become holders of record of Company Stock between the date that is five Business Days prior to the Mailing Date and the Election Deadline, and the Company WCBI shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent it to perform as specified in this Agreement and as specified in any agreement between Parent and/or the Company and the Exchange Agent. (d) Any herein. An election made pursuant to this Section 3.01 will shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during by the Election PeriodDeadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of WCBI Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If an WCBI stockholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline (without later submitting a properly completed Election Form prior to the Election Deadline), the shares of WCBI Common Stock held by such stockholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the Person person submitting it, such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the shares of Company Stock represented by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Any termination of this Agreement in accordance with Article IX shall result in the revocation of all Election Forms delivered to the Exchange Agent on at or prior to the date of such terminationElection Deadline. PBI shall cause the Certificate or Certificates relating to any revoked Election Form to be promptly returned without charge to the person submitting the Election Form to the Exchange Agent. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will shall have reasonable discretion to determine whether when any election, modification or revocation is received and whether any such election, modification or change revocation has been properly or timely made made. 3.2.4. If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to disregard immaterial defects receive the Cash Consideration, and, subject to Section 3.2.7 hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration only with respect to that number of Stock Election Shares held by such holder (rounded to the nearest whole share) equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder's Stock Election Shares being converted into the right to receive the Cash Consideration. 3.2.5. If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the "Shortfall Number"), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election FormsShares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 3.2.7 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 (rounded to the nearest whole share) equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and any good faith decisions the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder's Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 3.2.7 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares held by such holder (rounded to the nearest whole share) 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. 3.2.6. Notwithstanding anything in this Article III to the contrary, the number of shares of WCBI Common Stock to be converted into the right to receive the Stock Consideration in the Merger shall not be less than that number which would cause the ratio of (i) the average of the Exchange Agent regarding high and low prices of PBI Common Stock on the Closing Date times the aggregate number of shares of PBI Common Stock to be issued as Stock Consideration pursuant to Section 3.1.3, to (ii) the sum of (A) the amount set forth in the preceding clause (i), (B) the Aggregate Cash Consideration to be issued pursuant to Section 3.1.3, (C) the number of Dissenting Shares times the per share Cash Consideration and (D) any other amounts received by a holder of WCBI stock prior to the Merger, either in a redemption of WCBI stock or in a distribution with respect to WCBI stock (but only to the extent such matters amount is treated as other property or money received in the exchange for purposes of Code Section 356, or would be so treated if the WCBI shareholder also had received stock of PBI in exchange for stock owned by the shareholder in WCBI) to be 42.5% (if the number of Dissenting Shares is less than 5% of the outstanding shares of WCBI), 43.5% (if the number of Dissenting Shares is 5% or greater, but less than 10% of the outstanding shares of WCBI), or 45% (if the number of Dissenting Shares is 10% or more of the outstanding shares of WCBI). To the extent the application of this Section 3.2.6 results in the number of shares of WCBI Common Stock to be converted into the right to receive the Stock Consideration in the Merger being increased, the number of such shares to be converted into the right to receive the Cash Consideration will be binding and conclusivedecreased by an equal number of shares. None Notwithstanding the foregoing, PBI shall not be obligated to issue more than 7,910,000 shares of Parent, First PBI Common Stock as Merger Sub, Second Merger Sub, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election FormConsideration.

Election Procedures. 3.2.1. Holders of GCB Common Stock may elect to receive shares of OFC Common Stock or cash (ain either case without interest) Not less than 30 days prior in exchange for their shares of GCB Common Stock in accordance with the procedures set forth herein; provided that, in the aggregate, and subject to the anticipated provisions of this Section 3.2, 60% of the total number of shares of GCB Common Stock issued and outstanding at the Effective Time Time, excluding any Non-Exchangeable Shares (the “Mailing DateStock Conversion Number”), Parent will cause shall be converted into the Stock Consideration and the remaining outstanding shares of GCB Common Stock shall be converted into the Cash Consideration. Shares of GCB Common Stock as to be mailed which a Cash Election (including, pursuant to each record holder a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of GCB Common Stock as to which a Stock Election has been made (including, pursuant to a Mixed Election) are referred to as “Stock Election Shares.” Shares of GCB Common Stock as to which no election has been made (or as to which an Election Form is not returned properly completed) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Company GCB Common Stock (other than shares of Company with respect to which a Stock cancelled pursuant Election has been made is referred to Section 2.04(c)) herein as of five Business Days prior to the Mailing Date: (x) an “Stock Election Number.” 3.2.2. An election form in such form consistent with the terms of this Agreement as Parent shall specify and other appropriate and customary transmittal materials (which such form shall be reasonably acceptable to the Company) (the “Election Form”) and (y) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Stock Certificates shall be deemed to pass, only upon proper delivery of the such Certificates (or affidavits of loss in lieu thereof together with the required indemnity) or transfer of the Book-Entry Shares to the Exchange Agent), in such form as GCB and OFC shall mutually agree (“Election Form”), shall be in a customary form mailed no more than 40 business days and have such other provisions as are reasonably acceptable no less than 20 business days prior to the Company anticipated Effective Time or on such earlier date as OFC and Parent, including instructions for use in effecting the surrender or transfer GCB shall mutually agree (the “Letter Mailing Date”) to each holder of Transmittalrecord of GCB Common Stock as of five business days prior to the Mailing Date (the “Election Form Record Date”). The Each Election Form shall state permit such holder, subject to the allocation and election procedures for electing the Merger Consideration and shall specify the number of shares of Parent Common Stock and/or amount of cash that comprise the Alternative Consideration as determined by Parent. (b) Each Election Form will permit each holder of shares of Company Stock to specify set forth in this Section 3.2, (i) the number of shares of Company Stock with respect to which such holder elects elect to receive the CVR ConsiderationCash Consideration for all of the shares of GCB Common Stock held by such holder, in accordance with Section 3.1.3, (ii) to elect to receive the number Stock Consideration for all of such shares, in accordance with Section 3.1.3, (iii) to elect to receive the Stock Consideration for a part of such holder’s GCB Common Stock and the Cash Consideration for the remaining part of such holder’s GCB Common Stock, or (iv) to indicate that such record holder has no preference as to the receipt of cash or OFC Common Stock for such shares. A holder of record of shares of Company GCB Common Stock with respect to which who holds such holder elects to receive shares as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the Cash & Stock Consideration or (iii) that such holder makes no election with respect to such holder’s shares of Company StockGCB Common Stock held by such Representative for a particular beneficial owner. Any shares of Company GCB 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 does not receive of an effective, properly completed Election Form shall be deemed Non-Election Shares. 3.2.3. To be effective, a properly completed Election Form during shall be submitted to the period (the “Election Period”) from the Mailing Date to Exchange Agent on or before 5:00 p.m., Eastern New Jersey time, on the date which Parent and 20th day following the Company shall agree is as near as practicable to three Business Days preceding the Closing Date, Mailing Date (or such other time and date as Parent OFC and the Company will, prior to the Closing, GCB may mutually agree agree) (the “Election Deadline”); provided, will be deemed to be No Election Shares. Parent and the Company shall publicly announce the date of however, that the Election Deadline at least three Business Days may not occur on or after the Closing Date. GCB shall use its reasonable best efforts to make available up to two separate Election Forms, or such additional Election Forms as OFC may permit, to all persons who become holders (or beneficial owners) of GCB Common Stock between the Election Form Record Date and the close of business on the business day prior to the Election Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Parent shall direct the Exchange Agent to make Election Forms available as may be reasonably requested from time to time by all Persons who become holders of record of Company Stock between the date that is five Business Days prior to the Mailing Date and the Election Deadline, and the Company GCB shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent it to perform as specified in this Agreement and as specified in any agreement between Parent and/or the Company and the Exchange Agent. (d) Any herein. An election made pursuant to this Section 3.01 will shall have been properly made only if the Exchange Agent will shall have actually received a properly completed and duly executed Election Form during by the Election PeriodDeadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates (including delivery by electronic book-entry form) or the guaranteed delivery of such Certificates) representing all shares of GCB Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If an GCB shareholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline (without later submitting a properly completed Election Form prior to the Election Deadline), the shares of GCB Common Stock held by such shareholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the Person person submitting it, such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the shares of Company Stock represented by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Any termination of this Agreement in accordance with Article IX shall result in the revocation of all Election Forms delivered to the Exchange Agent on at or prior to the date of such terminationElection Deadline. OFC shall cause the Certificate or Certificates relating to any revoked Election Form to be promptly returned without charge to the person submitting the Election Form to the Exchange Agent. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will shall have reasonable discretion to determine whether when any election, modification or revocation is received and whether any such election, modification or change revocation has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of made. All elections shall be revoked automatically if the Exchange Agent regarding such matters is notified in writing by OFC or GCB, upon exercise by OFC or GCB of its respective or their mutual rights to terminate this Agreement to the extent provided under Article XI, that this Agreement has been terminated in accordance with Article XI and OFC shall cause all Certificates to be promptly returned without charge to all persons submitting Election Forms to the Exchange Agent. 3.2.4. If the aggregate number of shares of GCB Common Stock with respect to which Stock Elections shall have been made (the “Stock Election Number”) exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares of each holder thereof shall be converted into the right to receive the Cash Consideration, and Stock Election Shares of each holder thereof will be binding and conclusive. None converted into the right to receive the Stock Consideration in respect of Parent, First Merger Sub, Second Merger Subthat number of Stock Election Shares equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the Company numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration. 3.2.5. If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) If the Shortfall Number is less than or equal to the Exchange Agent will number of Non-Election Shares, then all Cash Election Shares shall be under any obligation converted into the right to notify any Person receive the Cash Consideration and the Non-Election Shares of any defect each holder thereof shall convert into the right to receive the Stock Consideration in an respect of that number of Non-Election FormShares equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and Cash Election Shares of each holder thereof shall convert into the right to receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.

Election Procedures. Sections 2.08(a) and (b) of the Agreement are hereby amended and restated in their entirety as follows: (a) Not less than 30 days prior to Parent and the anticipated Effective Time (the “Mailing Date”), Parent will Company shall cause to be mailed to each record holder of shares of Company Stock (other than shares of Company Stock cancelled pursuant to Section 2.04(c)) as of five Business Days prior to the Mailing Date: (x) an election form in such form consistent with the terms of this Agreement as Parent shall reasonably specify (which such form and as shall be reasonably acceptable to the Company) Company (the “Election Form”) on one or more dates to be mutually agreed by Parent and the Company that are in no event later than one (y1) a letter Business Day following the Pre-Closing Dividend Declaration Date to each holder of transmittal which shall specify that delivery shall be effectedrecord of Company Shares (other than to holders of Company Restricted Stock; provided that, and risk for the avoidance of loss and title to doubt, the shares of Company Restricted Stock held by the holder of Company Restricted Stock listed in Section 2.07(e)(1) of the Company Disclosure Letter shall be deemed to pass, only upon proper delivery treated as Company Shares that are not shares of Company Restricted Stock for this purpose) as of the Certificates end of trading on the NYSE on the Pre-Closing Dividend Declaration Date, and the Company shall provide to the Payment Agent all information reasonably necessary for it to perform as specified herein. Parent shall make available prior to the close of business on the Business Day prior to the Election Deadline one or more Election Forms as may reasonably be requested from time to time by all holders (or affidavits beneficial owners) of loss Company Shares who are eligible to make an election in lieu thereof together connection with the required indemnity) or transfer of the BookPre-Entry Shares Closing Dividend pursuant to the Exchange Agent, and shall be in a customary form and have such other provisions as are reasonably acceptable to the Company and Parent, including instructions for use in effecting the surrender or transfer (the “Letter of Transmittal”Section 2.03(b). The Election Form shall state the procedures for electing the Merger Consideration and shall specify the number of shares of Parent Common Stock and/or amount of cash that comprise the Alternative Consideration as determined by Parent. (b) Each Election Form will shall permit each the holder of shares of Company Stock (or the beneficial owner through appropriate and customary documentation and instructions) to specify (i) (A) the number of shares of such holder’s Company Stock Shares with respect to which such holder elects to receive the CVR Consideration, makes a Cash Election or (iiB) the number of shares of such holder’s Company Stock Shares with respect to which such holder makes a Stock Election and (ii) whether such holder affirmatively elects to receive exchange all, but not less than all, of the Cash & shares of Class A Stock Consideration or (iii) that entitled to be received by such holder makes no election in the Pre-Closing Dividend (including shares of Class A Stock to be received pursuant to the Excess Stock Dividend, if applicable, by holders making a Cash Election) for Parent Common Units in the Parent Common Units Exchange (a “Parent Common Units Election” and each Company Share with respect to such holder’s shares of Company Stockwhich a Parent Common Units Election has been properly made and not revoked pursuant to this Section 2.08, a “Parent Common Units Election Share”). Any shares of Company Stock Shares with respect to which the Exchange Payment Agent does has not receive a received an effective, properly completed Election Form during the period (the “Election Period”) from the Mailing Date to on or before 5:00 p.m., Eastern time, on the date which Parent and twenty-fifth (25th) calendar day following the Company shall agree is as near as practicable to three Business Days preceding the Pre-Closing Date, Dividend Declaration Date (or such other time and date as Parent and the Company will, prior to the Closing, mutually agree shall agree) (the “Election Deadline”), will ) shall be deemed to be No “Non-Electing Shares.” Notwithstanding anything to the contrary contained in this Section 2.08, (i) in the event that there is (or is deemed to be) a Parent Common Units Election Shares. with respect to eighty percent (80%) or more of the shares of Class A Stock to be issued in the Pre-Closing Dividend, then, at Parent’s election, all shares of Class A Stock that are issued in the Pre-Closing Dividend shall be exchanged for Parent and Common Units in the Parent Common Units Exchange regardless of whether a Parent Common Units Election is made with respect to any such shares of Class A Stock; provided that Parent provides the Company shall publicly announce the date notice of the Election Deadline such election at least three one (1) Business Days Day prior to the Election Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, Charter Effective Date; and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (cii) Parent shall direct the Exchange Agent to make Election Forms available as may be reasonably requested from time to time by all Persons who become holders of record of Company Stock between the date that is five Business Days prior to the Mailing Date and the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent to perform as specified in this Agreement and as specified in any agreement between Parent and/or the Company and the Exchange Agent. (d) Any election made pursuant to this Section 3.01 will have been properly made only if the Exchange Agent will have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the Person submitting it, by written notice received by the Exchange Agent during the Election Period. In the event an that there is (or is deemed to be) a Parent Common Units Election Form is revoked during the Election Period, with respect to ninety percent (90%) or more of the shares of Company Class A Stock represented by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Any termination of this Agreement in accordance with Article IX shall result issued in the revocation Pre-Closing Dividend, then all shares of all Election Forms delivered to the Exchange Agent on or prior to the date of such termination. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects Class A Stock that are issued in the Pre-Closing Dividend shall be exchanged for Parent Common Units in the Parent Common Units Exchange regardless of whether a Parent Common Units Election Forms, and is made with respect to any good faith decisions such shares of the Exchange Agent regarding such matters will be binding and conclusive. None of Parent, First Merger Sub, Second Merger Sub, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election FormClass A Stock.

Election Procedures. (a) Not less than 30 days prior to the anticipated Effective Time (the “Mailing Date”), Parent will cause to be mailed to each record holder of shares of Company Stock (other than shares of Company Stock cancelled pursuant to Section 2.04(c)) as of five Business Days prior to the Mailing Date: (x) an An election form in such form consistent with the terms of this Agreement as Parent shall specify and other appropriate and customary transmittal materials (which such form shall be reasonably acceptable to the Company) (the “Election Form”) and (y) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Stock Certificates shall be deemed to pass, only upon proper delivery of the such Certificates (or affidavits of loss in lieu thereof together with the required indemnity) or transfer of the Book-Entry Shares to the Exchange Agent, and shall be Agent in a customary such form and have such other provisions as are reasonably acceptable to the Company and Parent, including instructions for use in effecting the surrender or transfer Buyer shall mutually agree (the “Letter of TransmittalElection Form”), shall be mailed no more than forty (40) and no less than twenty (20) Business Days prior to the anticipated Election Deadline (the “Mailing Date”) to each holder of record of Company Common Stock other than holders of Dissenters’ Shares. The Each Election Form shall state permit the procedures holder of record of Company Common Stock, other than holders of Dissenters’ Shares (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 electing all or a portion of the Merger holder’s shares (a “Cash Election”), (ii) elect to receive the Stock Consideration and shall specify for all or a portion of the 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”); provided that, subject to Section 2.04(d), seventy-five percent (75%) of the total number of shares of Parent Company Common Stock and/or amount issued and outstanding immediately prior to the Effective Time (such number of cash that comprise shares of Company Common Stock, the Alternative “Stock Conversion Number”), shall be converted into the Stock Consideration and twenty-five percent (25%) of such shares of Company Common Stock shall be converted into the Cash Consideration in accordance with the allocation procedures set forth in Section 2.04(c). In arriving at the Stock Conversion Number and the number of Shares converted into the Cash Consideration, treasury stock and other shares described Section 2.01(b) shall be excluded. A record holder acting in different capacities or acting on behalf of other Persons in any way will be entitled to submit an Election Form for each capacity in which such record holder so acts with respect to each Person for which it so acts. Shares of Company Common Stock as determined by Parentto which a Cash Election has been made are referred to as “Cash Election Shares”. Shares of Company Common Stock as to which a Stock Election has been made are referred to as “Stock Election Shares”. Shares of Company Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and timely returned) are referred to 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) Each Election Form will permit each holder of shares of Company Stock to specify (i) the number of shares of Company Stock with respect to which such holder elects to receive the CVR ConsiderationTo be effective, (ii) the number of shares of Company Stock with respect to which such holder elects to receive the Cash & Stock Consideration or (iii) that such holder makes no election with respect to such holder’s shares of Company Stock. Any shares of Company Stock with respect to which the Exchange Agent does not receive a properly completed Election Form during shall be submitted to the period (the “Election Period”) from the Mailing Date to Exchange Agent by or before 5:00 p.m., Eastern New York City time, on a date no later than the date which Parent and the Company shall agree is as near as practicable to three fifth (5th) Business Days preceding the Closing Date, or such other date as Parent and the Company will, Day prior to the Closing, Closing Date to be mutually agree agreed upon by the parties (the “Election Deadline”), will be deemed accompanied by the Certificates as to be No which such Election SharesForm is being made or by an appropriate guarantee of delivery of such Certificates, as set forth in the Election Form, from a member of any registered national securities exchange or a commercial bank or trust company in the United States (provided that Certificates are in fact delivered to the Exchange Agent by the time required by the guarantee of delivery; failure to deliver shares of Company Common Stock covered by the guarantee of delivery within the time set required shall invalidate any otherwise properly made election, unless otherwise determined by Buyer, in its sole discretion). Parent and the Company Buyer shall publicly announce the date Election Date as soon as practicable after it has been determined. For shares of Company Common Stock held in book entry form, Buyer shall establish delivery procedures which shall be reasonably acceptable to Company. If a holder of Company Common Stock either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes the holder’s Election Form prior to the Election Deadline at least three Business Days (without later submitting a properly completed Election Form prior to the Election Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Parent shall direct the Exchange Agent to make Election Forms available as may be reasonably requested from time to time by all Persons who become holders of record of Company Stock between the date that is five Business Days prior to the Mailing Date and the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent to perform as specified in this Agreement and as specified in any agreement between Parent and/or the Company and the Exchange Agent. (d) Any election made pursuant to this Section 3.01 will have been properly made only if the Exchange Agent will have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the Person submitting it, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period), the shares of Company Common Stock represented by such Election Form will of that holder shall be deemed to be No designated Non-Election Shares. In addition, except to the extent a subsequent election is properly made during the Election Period. Any termination of this Agreement in accordance with Article IX shall result in the revocation of all Election Forms delivered to shall automatically be revoked, and all Certificates returned, if the Exchange Agent on or prior to the date of such terminationis notified in writing by Buyer and Company that this Agreement has been terminated. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will shall have reasonable discretion to determine whether any election, revocation revocation, or change has been properly or timely made and to disregard immaterial defects in the any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters will shall be binding and conclusive. None of Parent, First Merger Sub, Second Merger Sub, the Company or Neither Buyer nor the Exchange Agent will shall be under any obligation to notify any Person of any defect in an Election Form. (c) The allocation among the holders of shares of Company Common Stock of rights to receive the Cash Consideration and the 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 be converted into the right to receive the Cash Consideration, and, subject to Section 2.03 of this Agreement, 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 product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of the 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 in this Agreement as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.03 of this Agreement, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by the holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by the holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of the holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 2.03 of this Agreement, 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 the 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 the holder’s Cash Election Shares being converted into the right to receive the Cash Consideration. (d) If the tax opinions referred to in Section 6.01(e) cannot be rendered (as reasonably determined by ▇▇▇ ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & Fish LLP, respectively) as a result of the Merger potentially failing to qualify as a reorganization under Section 368(a) of the Code, then Buyer may, in its sole discretion, increase the number of shares of Company Common Stock entitled to receive the Stock Consideration by the minimum amount necessary to enable the tax opinions to be rendered.

Election Procedures. (a) Not less than 30 days prior to the anticipated Effective Time (the “Mailing Date”), Parent will cause to be mailed to each record holder of shares of Company Stock (other than shares of Company Stock cancelled pursuant to Section 2.04(c)) as of five Business Days prior to the Mailing Date: (x) an An election form in such form consistent with the terms of this Agreement as Parent shall specify and other appropriate and customary transmittal materials (which such form shall be reasonably acceptable to the Company) (the “Election Form”) and (y) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Stock Certificates shall be deemed to pass, only upon proper delivery of the such Certificates (to an unaffiliated bank or affidavits of loss in lieu thereof together with the required indemnity) or transfer of the Book-Entry Shares to the Exchange Agent, trust company designated by Parent and shall be in a customary form and have such other provisions as are reasonably acceptable satisfactory to the Company and Parent, including instructions for use in effecting the surrender or transfer (the “Letter of TransmittalExchange Agent”). The Election Form ) in such form as the Company and Parent shall state the procedures for electing the Merger Consideration and shall specify the number of shares of Parent Common Stock and/or amount of cash that comprise the Alternative Consideration as determined by Parent. (b) Each Election Form will permit each holder of shares of Company Stock to specify (i) the number of shares of Company Stock with respect to which such holder elects to receive the CVR Consideration, (ii) the number of shares of Company Stock with respect to which such holder elects to receive the Cash & Stock Consideration or (iii) that such holder makes no election with respect to such holder’s shares of Company Stock. Any shares of Company Stock with respect to which the Exchange Agent does not receive a properly completed Election Form during the period mutually agree (the “Election PeriodForm”) from ), shall be mailed no later than ten days prior to the Mailing Date to 5:00 p.m., Eastern time, anticipated Effective Time or on the date which Parent and the Company shall agree is as near as practicable to three Business Days preceding the Closing Date, or such other earlier date as Parent and the Company will, prior to the Closing, may mutually agree (the “Election DeadlineMailing Date”), will be deemed ) to be No Election Shares. Parent and the Company shall publicly announce the date of the Election Deadline at least three Business Days prior to the Election Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Parent shall direct the Exchange Agent to make Election Forms available as may be reasonably requested from time to time by all Persons who become holders each holder of record of Company Common Stock between the date that is as of five Business Days prior to the Mailing Date (the “Election Form Record Date”). Each Election Form shall permit each holder of record of Company Common Stock as of the Election Form Record Date (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to (i) elect to receive the Cash Consideration for all of such holder’s shares (a “Cash Election”), (ii) elect to receive the Stock Consideration for all of such holder’s shares (a “Stock Election”), (iii) elect to receive the Cash Consideration with respect to some of such holder’s shares and the Election DeadlineStock Consideration with respect to such holder’s remaining shares (a “Mixed Election”) or (iv) make no election with respect to the receipt of the Cash Consideration or the Stock Consideration (a “Non-Election”), provided that, notwithstanding any other provision of this Agreement, other than paragraph (e) of this Section 3.02, 64.76% of the total number of shares of Company Common Stock issued and outstanding at the Effective Time, excluding any Treasury Stock (the “Stock Conversion Number”), shall be converted into the Stock Consideration and the remaining outstanding shares of Company Common Stock shall provide be converted into the Cash Consideration. Holders of record of shares of Company Common Stock who hold such shares as nominees, trustees or in other representative capacities (a “Representative”) may submit multiple Election Forms, provided that such Representative certifies that each such Election Form covers all the shares of Company Common Stock held by that Representative for a particular beneficial owner. Shares of Company Common Stock as to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as “Cash Election Shares.” Shares of Company Common Stock as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” Shares of Company Common Stock as to which no election has been made are referred to herein as “Non-Election Shares.” The aggregate number of shares of Company Common Stock with respect to which a Stock Election has been made is referred to herein as the 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“Stock Election Number.” (db) Any election made pursuant to this Section 3.01 will have been properly made only if the Exchange Agent will have actually received To be effective as an election, a properly completed Election Form during the Election Period. Any Election Form may shall be revoked or changed by the Person submitting it, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the shares of Company Stock represented by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Any termination of this Agreement in accordance with Article IX shall result in the revocation of all Election Forms delivered submitted to the Exchange Agent on or before 5:00 p.m., New York City time, on the 20th calendar day following but not including the Mailing Date (or such other time and date as Parent and the Company may mutually agree) (the “Election Deadline”). (c) An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If a holder of Company Common Stock either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes the holder’s Election Form prior to the date Election Deadline, the shares of Company Common Stock held by such terminationholder shall be designated Non-Election Shares. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will 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 any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters will shall be binding and conclusive. None of Parent, First Merger Sub, Second Merger Sub, the Company or Neither Parent nor the Exchange Agent will shall be under any obligation to notify any Person of any defect in an Election Form. (d) Within five Business Days after the later to occur of the Election Deadline or the Effective Time, Parent shall cause the Exchange Agent to effect the allocation among holders of Company Common Stock of rights to receive the Cash Consideration and the Stock Consideration as follows: (i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the 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 be converted into the right to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non- Election Shares equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (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 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. (e) If the tax opinions referred to in Section 7.01(e) cannot be rendered because the counsel charged with providing such opinions reasonably determine that the Merger may not satisfy the continuity of interest requirements applicable to reorganizations under Section 368(a) of the Code, then Parent shall reduce the number of shares of Company Common Stock converted into the Cash Consideration and correspondingly increase the number of shares of Company Common Stock converted into the Stock Consideration by the minimum amount necessary to enable such tax opinion to be rendered (the fair market value of which, at the Effective Time, shall equal the reduction in Cash Consideration).

Election Procedures. (a) Not less than 30 days Prior to the Effective Time, Pioneer shall appoint Continental Stock Transfer & Trust Company (or another Person with the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed) to act as exchange agent (the “Exchange Agent”), and the Company and Pioneer shall enter into an exchange agent agreement with the Exchange Agent (the “Exchange Agent Agreement”), for the purpose of delivering and receiving Election Forms and exchanging the certificates evidencing Company Common Shares, in physical or electronic form, as the case may be (the “Certificates”), on the stock transfer books of the Company as of immediately prior to the anticipated Effective Time (for the “Mailing Date”), Parent will cause to be mailed to each record holder portion of shares the Merger Consideration issuable in respect of such Company Stock (other than shares of Company Stock cancelled Common Shares pursuant to Section 2.04(c)) as of five Business Days prior 3.2 and on the terms and subject to the Mailing Date: (x) an election form other conditions set forth in such form consistent with the terms of this Agreement as Parent shall specify (which such form shall be reasonably acceptable to the Company) (the “Election Form”) and (y) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Stock shall be deemed to pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof together with the required indemnity) or transfer of the Book-Entry Shares to the Exchange Agent, and shall be in a customary form and have such other provisions as are reasonably acceptable to the Company and Parent, including instructions for use in effecting the surrender or transfer (the “Letter of Transmittal”). The Election Form shall state the procedures for electing the Merger Consideration and shall specify the number of shares of Parent Common Stock and/or amount of cash that comprise the Alternative Consideration as determined by ParentAgreement. (b) Not less than twenty (20) days prior to the Election Deadline, the Company shall cause the Exchange Agent to mail or otherwise deliver the Election Form to all Persons who are record holders of Company Common Shares as of the close of the fifth (5th) Business Day prior to the filing of the Registration Statement/Proxy Statement (and the Company shall provide the Exchange Agent with the addresses and names of all such holders prior to such time). (c) Each Election Form will shall permit each the holder of shares (or the beneficial owner through customary documentation and instructions) of Company Stock Common Shares to specify (i) the number of shares Company Common Shares, up to the Maximum Permitted Cash Election Shares, with respect to which such holder elects to receive an amount in cash equal to the Equity Value Per Share, (ii) the number of Company Stock Common Shares with respect to which such holder elects to receive the CVR Consideration, (ii) the number of shares of Company Stock with respect to which such holder elects to receive the Cash & Per Share Stock Consideration or (iii) that such holder makes no election with respect to such holder’s shares of Company StockCommon Shares. Any shares of Company Stock Common Shares with respect to which the Exchange Agent does not receive a properly completed Election Form during the period (the “Election Period”) from the Mailing Date prior to 5:00 p.m., p.m. (Eastern time, ) on the date which Parent and the Company shall agree business day that is as near as practicable to three (3) Business Days preceding prior to the Closing Date, Date or such other date as Parent Pioneer and the Company will, prior to the Closing, mutually agree (the “Election Deadline”), will ) shall be deemed to be No Election Shares. Parent Pioneer and the Company shall publicly announce the date of the anticipated Election Deadline at least three five (5) Business Days prior to the Election Deadlineanticipated Closing Date, and such announcement shall include a designation by the Company (after consultation with the Sponsor with respect to the Company Designated Balance Sheet Amount) of the Designated Cash Merger Consideration. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent Pioneer and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Parent shall direct the Exchange Agent to make Election Forms available as may be reasonably requested from time to time by all Persons who become holders of record of Company Stock between the date that is five Business Days prior to the Mailing Date and the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent to perform as specified in this Agreement and as specified in any agreement between Parent and/or the Company and the Exchange Agent. (d) Any election made pursuant to this Section 3.01 3.4 will have been properly made only if the Exchange Agent will have actually received a properly completed Election Form during prior to the Election PeriodDeadline. Any Election Form may be revoked or changed by the Person person submitting it, by written notice received by delivered to the Exchange Agent during prior to the Election PeriodDeadline. After an election has been validly made pursuant to this Section 3.4, any further registration of transfer of the corresponding Company Common Shares made on the stock transfer books of the Company following such election shall be automatically deemed to be a revocation of such election. In the event an Election Form is revoked during prior to the Election PeriodDeadline, the shares of Company Stock Common Shares represented by such Election Form will shall be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Any termination of this Agreement in accordance with Article IX shall result in the revocation of all Election Forms delivered to the Exchange Agent on or prior to the date of such terminationElection Deadline. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters will shall be binding and conclusive. None of Parent, First Merger Sub, Second Merger SubPioneer, the Company or the Exchange Agent will shall be under any obligation to notify any Person of any defect in an Election Form. Any election shall be automatically deemed revoked if this Agreement is terminated in accordance with Article 8. (e) Notwithstanding anything to the contrary contained in this Agreement, if the product of the aggregate number of Cash Election Shares and the Equity Value Per Share (such product being the “Elected Cash Consideration”) exceeds the Designated Cash Merger Consideration, then: (i) all Stock Election Shares and No Election Shares shall be exchanged for the Per Share Stock Consideration; and (ii) a portion of the Cash Election Shares of each holder of Company Common Shares shall be exchanged for an amount in cash equal to the Equity Value Per Share, with such portion being equal to the product obtained by multiplying (A) the number of such holder’s Cash Election Shares by (B) a fraction, the numerator of which will be the Designated Cash Merger Consideration and the denominator of which will be the Elected Cash Consideration, with the remaining portion of such holder’s Cash Election Shares being exchanged for the Per Share Stock Consideration. (f) Notwithstanding anything to the contrary contained in this Agreement, if the Elected Cash Consideration is equal to or less than the Designated Cash Merger Consideration, then (i) all Cash Election Shares shall be exchanged for cash in an amount equal to the Equity Value Per Share and (ii) all Stock Election Shares and No Election Shares shall be exchanged for the Per Share Stock Consideration. (g) Unless the properly completed Election Form provides otherwise, for all purposes of this Section 3.4 and in accordance with Treasury Regulation Section 1.358-2(a)(2)(ii), (i) a holder will be treated as having surrendered, in exchange for the total amount of the Equity Value Per Share, if any, to be paid to such holder under this Section 3.4 (with respect to a holder, the “Cash Portion”), the number of Company Common Shares owned by such holder as to which such holder has a right to receive cash pursuant to this Section 3.4; and (ii) for purposes of clause (i), the Certificates surrendered by a holder in exchange for such holder's Cash Portion will be deemed to be: (A) first, of those Certificates evidencing shares held by such holder for more than one year before the Merger within the meaning of Section 1223 of the Code, if any, those Certificates with the highest U.S. federal income tax basis, in descending order until such Certificates are exhausted or the Cash Portion for such holder is fully paid, then (B) of all other of such holder’s Certificates, those Certificates with the highest U.S. federal income tax basis, in descending order until the Cash Portion for such holder is fully paid.

Election Procedures. (a) Not less than 30 days prior to the anticipated Effective Time (the “Mailing Date”), Parent will cause to be mailed to each record holder of shares of Company Stock (other than shares of Company Stock cancelled pursuant to Section 2.04(c)) as of five Business Days prior to the Mailing Date: (x) an An election form in such form consistent with the terms of this Agreement as Parent shall specify and other appropriate and customary transmittal materials (which such form shall be reasonably acceptable to the Company) (the “Election Form”) and (y) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Stock Certificates shall be deemed to pass, only upon proper delivery of the such Certificates (to a bank or affidavits of loss in lieu thereof together with the required indemnity) or transfer of the Book-Entry Shares to the Exchange Agent, trust company designated by Buyer and shall be in a customary form and have such other provisions as are reasonably acceptable satisfactory to the Company and Parent, including instructions for use in effecting the surrender or transfer (the “Letter Exchange Agent”)) in such form as the Company and Buyer shall mutually agree (the “Election Form”), shall be mailed no less than 20 Business Days prior to the anticipated Closing Date or such other date as the Company and Buyer shall mutually agree (the “Mailing Date”) to each holder of Transmittalrecord of Company Common Stock and Company RSU (as defined in Section 2.8(b)) as of five Business Days prior to the Mailing Date. 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”); provided, however, that, notwithstanding any other provision of this Agreement to the contrary, but subject to Section 2.5, eighty percent (80%) of the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (the “Stock Conversion Number”), shall be converted into the Stock Consideration and the remaining shares of Company Common Stock shall be converted into the Cash Consideration (the “Cash Consideration Number”). The A record holder acting in different capacities or acting on behalf of other Persons (as defined in Section 9.3) in any way will be entitled to submit an Election Form shall state the procedures for electing the Merger Consideration and shall specify the number each capacity in which such record holder so acts with respect to each Person for which it so acts. Shares of shares of Parent Company Common Stock and/or amount as to which a Cash Election has been made are referred to herein as “Cash Election Shares.” Shares of cash that comprise the Alternative Consideration Company Common Stock as determined by Parentto 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 (b) Each or as to which an Election Form will permit each holder of shares of Company Stock is not properly completed and returned in a timely fashion) are referred to specify (i) the herein as “Non-Election Shares.” The aggregate number of shares of Company Common Stock with respect to which such holder elects a Stock Election has been made is referred to receive herein as the CVR Consideration“Stock Election Number.” (b) To be effective, (ii) the number of shares of Company Stock with respect to which such holder elects to receive the Cash & Stock Consideration or (iii) that such holder makes no election with respect to such holder’s shares of Company Stock. Any shares of Company Stock with respect to which the Exchange Agent does not receive a properly completed Election Form during shall be received by the period (the “Election Period”) from the Mailing Date to Exchange Agent on or before 5:00 p.m., Eastern timeTime, on the date which Parent and 25th day following the Company shall agree is as near as practicable to three Business Days preceding the Closing Date, Mailing Date (or such other time and date as Parent and mutually agreed upon by the Company will, parties (which date shall be publicly announced by Buyer as soon as practicable prior to the Closing, mutually agree such date)) (the “Election Deadline”), will accompanied by the Certificates as to which such Election Form is being made or by an appropriate guarantee of delivery of such Certificates, as set forth in the 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 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 guarantee of delivery within the time set forth on such guarantee shall be deemed to be No invalidate any otherwise properly made election, unless otherwise determined by Buyer, in its sole discretion). If a holder of Company Common Stock either (i) does not submit a properly completed Election Shares. Parent and Form in a timely fashion or (ii) revokes the Company shall publicly announce the date of holder’s Election Form prior to the Election Deadline at least three Business Days (without later submitting a properly completed Election Form prior to the Election Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Parent shall direct the Exchange Agent to make Election Forms available as may be reasonably requested from time to time by all Persons who become holders of record of Company Stock between the date that is five Business Days prior to the Mailing Date and the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent to perform as specified in this Agreement and as specified in any agreement between Parent and/or the Company and the Exchange Agent. (d) Any election made pursuant to this Section 3.01 will have been properly made only if the Exchange Agent will have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the Person submitting it, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period), the shares of Company Common Stock represented held by such Election Form will holder shall be deemed to be No designated Non-Election Shares, except to the extent a subsequent election is properly made during the Election Period. Any termination of this Agreement in accordance with Article IX shall result in the revocation of all Election Forms delivered to the Exchange Agent on or prior to the date of such termination. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will 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 any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters will shall be binding and conclusive. None of Parent, First Merger Sub, Second Merger Sub, the Company or Neither Buyer nor the Exchange Agent will shall be under any obligation to notify any Person of any defect in an Election Form. (c) The allocation among the holders of shares of Company Common Stock of rights to receive the Cash Consideration and the Stock Consideration will be made as set forth in this Section 2.4(c) (with the Exchange Agent to determine, consistent with Section 2.4(a), whether fractions of Cash Election Shares, Stock Election Shares or Non-Election Shares, as applicable, shall be rounded up or down). (i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and, subject to Section 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 product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; (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 be converted into the right to 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 fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 2.3 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. (a) Not less than 30 days prior to the anticipated Effective Time (the “Mailing Date”), Parent will cause to be mailed to each record holder of shares of Company Stock (other than shares of Company Stock cancelled pursuant to Section 2.04(c)) as of five Business Days prior to the Mailing Date: (x) an An election form in such form consistent with the terms of this Agreement as Parent shall specify and other appropriate and customary transmittal materials (which such form shall be reasonably acceptable to the Company) (the “Election Form”) and (y) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Stock Certificates shall be deemed to pass, only upon proper delivery of such Certificates to a bank or trust company designated by Buyer and reasonably satisfactory to Company (the Certificates "Exchange Agent")) in such form as Company and Buyer shall mutually agree (or affidavits of loss in lieu thereof together with the required indemnity"Election Form"), shall be mailed no more than forty (40) or transfer of the Book-Entry Shares and no less than twenty (20) Business Days prior to the Exchange Agent, and shall be in a customary form and have such other provisions as are reasonably acceptable to the Company and Parent, including instructions for use in effecting the surrender or transfer anticipated Election Deadline (the “Letter "Mailing Date") to each holder of Transmittal”)record of Company Common Stock. The Each Election Form shall state permit the procedures for electing the Merger Consideration and shall specify the number holder of shares record of Parent Company Common Stock and/or amount (or in the case of cash that comprise nominee record holders, the Alternative Consideration as determined by Parent. (bbeneficial owner through proper instructions and documentation) Each Election Form will permit each holder of shares of Company Stock to specify (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"); except as provided in Section 7.01(i), seventy-five percent (75%) of the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, excluding any Treasury Stock (the "Stock Conversion Number"), shall be converted into the Stock Consideration and twenty-five percent (25%) of such shares of Company Common Stock shall be converted into the Cash Consideration. A record holder acting in different capacities or acting on behalf of other Persons in any way will be entitled to submit an Election 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 is not properly completed 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 such holder elects a Stock Election has been made is referred to receive herein as the CVR Consideration"Stock Election Number." (b) To be effective, (ii) the number of shares of Company Stock with respect to which such holder elects to receive the Cash & Stock Consideration or (iii) that such holder makes no election with respect to such holder’s shares of Company Stock. Any shares of Company Stock with respect to which the Exchange Agent does not receive a properly completed Election Form during the period (the “Election Period”) from the Mailing Date to 5:00 p.m., Eastern time, on the date which Parent and the Company shall agree is as near as practicable to three Business Days preceding the Closing Date, or such other date as Parent and the Company will, prior to the Closing, mutually agree (the “Election Deadline”), will be deemed to be No Election Shares. Parent and the Company shall publicly announce the date of the Election Deadline at least three Business Days prior to the Election Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Parent shall direct the Exchange Agent to make Election Forms available as may be reasonably requested from time to time by all Persons who become holders of record of Company Stock between the date that is five Business Days prior to the Mailing Date and the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent to perform as specified in this Agreement and as specified in any agreement between Parent and/or the Company and the Exchange Agent. (d) Any election made pursuant to this Section 3.01 will have been properly made only if the Exchange Agent will have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the Person submitting it, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the shares of Company Stock represented by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Any termination of this Agreement in accordance with Article IX shall result in the revocation of all Election Forms delivered 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 the Certificates as to which such Election Form is being made or by an appropriate guarantee of delivery of such terminationCertificates, as set forth in the Election Form, from a member of any registered national securities exchange or a commercial bank or trust company in the United States (provided that such 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 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 Buyer, in its sole discretion). For shares of Company Common Stock held in book entry form, Buyer shall establish procedures for delivery of such shares, which procedures shall be reasonably acceptable to Company. If a holder of Company Common Stock either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes the holder's Election Form prior to the Election Deadline (without later submitting a properly completed Election Form prior to the Election Deadline), the shares of Company Common Stock held by such holder shall be designated Non-Election Shares. In addition, all Election Forms shall automatically be revoked, and all Certificates returned, if the Exchange Agent is notified in writing by Buyer and Company that this Agreement has been terminated. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will 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 any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters will shall be binding and conclusive. None of Parent, First Merger Sub, Second Merger Sub, the Company or Neither Buyer nor the Exchange Agent will shall be under any obligation to notify any Person of any defect in an Election Form. (c) The allocation among the holders of shares of Company Common Stock of rights to receive the Cash Consideration and the 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 be converted into the right to receive the Cash Consideration, and, subject to Section 2.03 hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder's Stock Election Shares being converted into the right to receive the Cash Consideration; (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 be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.03 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder's Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 2.03 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder's Cash Election Shares being converted into the right to receive the Cash Consideration.

Election Procedures. (a) Not less than 30 days prior to the anticipated Effective Time (the “Mailing Date”), Parent will cause to be mailed to each record holder of shares of Company Stock (other than shares of Company Stock cancelled pursuant to Section 2.04(c)) as of five Business Days prior to the Mailing Date: (x) an election form in such form consistent with the terms of this Agreement as Parent shall specify (which such form shall be reasonably acceptable to the Company) (the “An Election Form”) and (y) , together with a letter of transmittal and instructions for use in effecting the surrender of the RBI Certificates in exchange for the Merger Consideration (the “Letter of Transmittal”), and any other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Stock RBI Certificates shall be deemed to pass, only upon proper delivery of the such RBI Certificates (or affidavits of loss in lieu thereof together with the required indemnity) or transfer of the Book-Entry Shares to the Exchange Agent), and shall be in a customary form and have such other provisions as are reasonably acceptable to the Company and Parent, including instructions for use in effecting the surrender or transfer (the “Letter of Transmittal”). The Election Form shall state the procedures for electing the Merger Consideration and shall specify the number of shares of Parent Common Stock and/or amount of cash that comprise the Alternative Consideration as determined by Parent. (b) Each Election Form will permit each holder of shares of Company Stock to specify (i) the number of shares of Company Stock with respect to which such holder elects to receive the CVR Consideration, (ii) the number of shares of Company Stock with respect to which such holder elects to receive the Cash & Stock Consideration or (iii) that such holder makes mailed no election with respect to such holder’s shares of Company Stock. Any shares of Company Stock with respect to which the Exchange Agent does not receive a properly completed Election Form during the period (the “Election Period”) from the Mailing Date to 5:00 p.m., Eastern time, on the date which Parent and the Company shall agree is as near as practicable to three more than 40 Business Days preceding the Closing Date, or such other date as Parent and the Company will, no less than 20 Business Days prior to the Closing, anticipated Effective Date or on such earlier date as OLB and RBI shall mutually agree (the “Election DeadlineMailing Date”), will be deemed to be No Election Shares. Parent and the Company shall publicly announce the date of the Election Deadline at least three Business Days prior to the Election Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Parent shall direct the Exchange Agent to make Election Forms available as may be reasonably requested from time to time by all Persons who become holders each holder of record of Company RBI Common Stock between the date that is as of five Business Days prior to the Mailing Date (the “Election Form Record Date”), pursuant to which RBI Common Stockholders will: (i) Elect to receive the Per Share Common Stock Consideration with respect to all or a portion of their shares of RBI Common Stock (collectively, the “Common Stock Election Shares”); (ii) Elect to receive the Per Share Cash Consideration with respect to all or a portion of their shares of RBI Common Stock (collectively, the “Cash Election Shares”); or (iii) Make a Non-Election with respect to their shares of RBI Common Stock. Nominee record holders who hold RBI Common Stock on behalf of multiple beneficial owners shall be required to indicate how many of the shares held by them are Common Stock Election Shares, Cash Election Shares and the No-Election Deadline, Shares. OLB and the Company RBI shall provide to the Exchange Agent all information reasonably necessary for direct the Exchange Agent to perform as specified in this Agreement and as specified in any agreement make the Election Form available to all persons who become holders of RBI Common Stock during the period between Parent and/or the Company Election Form Record Date and the Exchange Agent. (d) Any election made pursuant to this Section 3.01 will have been properly made only if close of business on the Exchange Agent will have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the Person submitting it, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the shares of Company Stock represented by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Any termination of this Agreement in accordance with Article IX shall result in the revocation of all Election Forms delivered to the Exchange Agent on or Business Day prior to the date of Election Deadline upon such termination. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters will be binding and conclusive. None of Parent, First Merger Sub, Second Merger Sub, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election Formholders’ request.

Election Procedures. (a) Not less than 30 days prior to the anticipated Effective Time (the “Mailing Date”), Parent will cause to be mailed to each record holder of shares of Company Stock (other than shares of Company Stock cancelled pursuant to Section 2.04(c)) as of five Business Days prior to the Mailing Date: (x) an An election form in such form consistent with the terms of this Agreement as Parent shall specify and other appropriate and customary transmittal materials (which such form shall be reasonably acceptable to the Company) (the “Election Form”) and (y) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Stock Certificates shall be deemed to pass, only upon proper delivery of the such Certificates (to a bank or affidavits of loss in lieu thereof together with the required indemnity) or transfer of the Book-Entry Shares trust company designated by Buyer and reasonably satisfactory to the Exchange Agent, and shall be in a customary form and have such other provisions as are reasonably acceptable to the Company and Parent, including instructions for use in effecting the surrender or transfer (the “Letter of TransmittalExchange Agent”)) in such form as Company and Buyer shall mutually agree (the “Election Form”), shall be mailed no more than forty (40) and no less than twenty (20) Business Days prior to the anticipated Election Deadline (the “Mailing Date”) to each holder of record of Company Common Stock. The Each Election Form shall state permit the procedures for electing the Merger Consideration and shall specify the number holder of shares record of Parent Company Common Stock and/or amount (or in the case of cash that comprise nominee record holders, the Alternative Consideration as determined by Parent. (bbeneficial owner through proper instructions and documentation) Each Election Form will permit each holder of shares of Company Stock to specify (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”); except as provided in Section 7.01(i), seventy-five percent (75%) of the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, excluding any Treasury Stock (the “Stock Conversion Number”), shall be converted into the Stock Consideration and twenty-five percent (25%) of such shares of Company Common Stock shall be converted into the Cash Consideration. A record holder acting in different capacities or acting on behalf of other Persons in any way will be entitled to submit an Election 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 is not properly completed 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 such holder elects a Stock Election has been made is referred to receive herein as the CVR Consideration“Stock Election Number.” (b) To be effective, (ii) the number of shares of Company Stock with respect to which such holder elects to receive the Cash & Stock Consideration or (iii) that such holder makes no election with respect to such holder’s shares of Company Stock. Any shares of Company Stock with respect to which the Exchange Agent does not receive a properly completed Election Form during shall be submitted to the period (the “Election Period”) from the Mailing Date to Exchange Agent on or before 5:00 p.m., Eastern New York City time, on a date no later than the date which Parent and the Company shall agree is as near as practicable to three 5th Business Days preceding the Closing Date, or such other date as Parent and the Company will, Day prior to the Closing, Closing Date to be mutually agree agreed upon by the parties (which date shall be publicly announced by Buyer as soon as practicable prior to such date) (the “Election Deadline”), will accompanied by the Certificates as to which such Election Form is being made or by an appropriate guarantee of delivery of such Certificates, as set forth in the Election Form, from a member of any registered national securities exchange or a commercial bank or trust company in the United States (provided that such 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 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 Buyer, in its sole discretion). For shares of Company Common Stock held in book entry form, Buyer shall establish procedures for delivery of such shares, which procedures shall be No reasonably acceptable to Company. If a holder of Company Common Stock either (i) does not submit a properly completed Election Shares. Parent and Form in a timely fashion or (ii) revokes the Company shall publicly announce the date of holder’s Election Form prior to the Election Deadline at least three Business Days (without later submitting a properly completed Election Form prior to the Election Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Parent shall direct the Exchange Agent to make Election Forms available as may be reasonably requested from time to time by all Persons who become holders of record of Company Stock between the date that is five Business Days prior to the Mailing Date and the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent to perform as specified in this Agreement and as specified in any agreement between Parent and/or the Company and the Exchange Agent. (d) Any election made pursuant to this Section 3.01 will have been properly made only if the Exchange Agent will have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the Person submitting it, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period), the shares of Company Common Stock represented held by such Election Form will holder shall be deemed to be No designated Non-Election Shares. In addition, except to the extent a subsequent election is properly made during the Election Period. Any termination of this Agreement in accordance with Article IX shall result in the revocation of all Election Forms delivered to shall automatically be revoked, and all Certificates returned, if the Exchange Agent on or prior to the date of such terminationis notified in writing by Buyer and Company that this Agreement has been terminated. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely A-3 made and to disregard immaterial defects in the any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters will shall be binding and conclusive. None of Parent, First Merger Sub, Second Merger Sub, the Company or Neither Buyer nor the Exchange Agent will shall be under any obligation to notify any Person of any defect in an Election Form. (c) The allocation among the holders of shares of Company Common Stock of rights to receive the Cash Consideration and the 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 be converted into the right to receive the Cash Consideration, and, subject to Section 2.03 hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; (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 be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.03 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 2.03 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.

Election Procedures. Each holder of record of shares of Buyer Common Stock to be converted into the right to receive the Cash/Notes Merger Consideration or the Buyer Stock Merger Consideration, as applicable, in accordance with, and subject to, Sections 1.5 (a “Holder”) shall have the right, subject to the limitations set forth in this Section 1.12, to submit an election in accordance with the following procedures: (a) Not less than 30 days prior to the anticipated Effective Time (the “Mailing Date”), Parent will cause to be mailed to each record holder of shares of Company Stock (other than shares of Company Stock cancelled pursuant to Section 2.04(c)) as of five Business Days prior to the Mailing Date: (x) an election form Each Holder may specify in such form consistent a request made in accordance with the terms provisions of this Agreement as Parent shall specify (which such form shall be reasonably acceptable to the Company) (the “Election Form”) and (y) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Stock shall be deemed to pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof together with the required indemnity) or transfer of the Book-Entry Shares to the Exchange Agent, and shall be in a customary form and have such other provisions as are reasonably acceptable to the Company and Parent, including instructions for use in effecting the surrender or transfer (the “Letter of Transmittal”). The Election Form shall state the procedures for electing the Merger Consideration and shall specify the number of shares of Parent Common Stock and/or amount of cash that comprise the Alternative Consideration as determined by Parent. (b) Each Election Form will permit each holder of shares of Company Stock to specify Section 1.12 (i) the number of shares of Company Buyer Common Stock owned by such Holder with respect to which such holder elects Holder desires to receive the CVR Consideration, make a Stock Election and (ii) the number of shares of Company Buyer Common Stock owned by such Holder with respect to which such holder elects Holder desires to receive make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to the Cash & Stock Consideration Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to the Company (the “Form of Election”), so as to permit Holders to exercise their right to make an Election. (c) Buyer (i) shall initially make available and mail the Form of Election not less than 20 Business Days prior to the anticipated Election Deadline (or (iiisuch other date mutually agreed to by Buyer and the Company) that such holder makes no election with respect to Holders of record as of the Business Day prior to such holder’s shares mailing date (or such other date mutually agreed to by Buyer and the Company, including so as to permit the mailing of Company Stockthe Form of Election together with the Proxy Statement to Holders as of the record date for notice of the Buyer Stockholders’ Meeting), 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 who requests such Form of Election prior to the Election Deadline. Any shares of Company Stock with respect The time period between such mailing date and the Election Deadline is referred to which the Exchange Agent does not receive a properly completed Election Form during the period (herein as the “Election Period.” (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old 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 Mailing Date to United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m., Eastern time, p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which Parent and the Company Parties shall agree is as near as practicable to three two Business Days preceding the Closing Date, or such other date as Parent and the Company will, prior Buyer Stockholders’ Meeting. The Parties shall cooperate to the Closing, mutually agree (the “Election Deadline”), will be deemed issue a press release reasonably satisfactory to be No Election Shares. Parent and the Company shall publicly announce each of them announcing the date of the Election Deadline at least three not more than 15 Business Days prior to before, and not fewer than five Business Days before, the Election Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Parent shall direct the Exchange Agent to make Election Forms available as may be reasonably requested from time to time by all Persons who become holders of record of Company Stock between the date that is five Business Days prior to the Mailing Date and the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent to perform as specified in this Agreement and as specified in any agreement between Parent and/or the Company and the Exchange Agent. (d) Any election made pursuant to this Section 3.01 will have been properly made only if the Exchange Agent will have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the Person submitting it, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the shares of Company Stock represented by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Any termination of this Agreement in accordance with Article IX shall result in the revocation of all Election Forms delivered to the Exchange Agent on or prior to the date of such termination. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters will be binding and conclusive. None of Parent, First Merger Sub, Second Merger Sub, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. Subject to the terms of the Exchange Agent Agreement, each Holder shall have the right, subject to the limitations set forth in this ARTICLE 3, to submit an election on or prior to the Election Deadline in accordance with the following procedures: (a) Not less than 30 days prior 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 FSB Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election, (ii) the anticipated Effective Time number of shares of FSB Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election, or (iii) the number of shares of FSB Common Stock owned by such Holder with respect to which such Holder makes no election. (b) ▇▇▇▇▇ shall prepare a form reasonably acceptable to FSB (the “Mailing DateForm of Election”), Parent will cause to be mailed to each record holder of shares of Company Stock (other than shares of Company Stock cancelled pursuant to Section 2.04(c)) as of five Business Days prior to the Mailing Date: (x) an election form in such form consistent with the terms of this Agreement as Parent shall specify (which such form shall be reasonably acceptable to the Company) (the “Election Form”) and (y) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Stock Certificates shall be deemed to pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof together with the required indemnity) or transfer of the Book-Entry Shares to the Exchange Agent) so as to permit those Holders to exercise their right to make an Election prior to the Election Deadline. (c) Prior to the Mailing Date, and ▇▇▇▇▇ shall be in a customary form and have such other provisions as are appoint an exchange agent reasonably acceptable to FSB (the Company “Exchange Agent”), for the purpose of receiving Elections and Parentexchanging shares of FSB Common Stock represented by Certificates or Book Entry Shares for Merger Consideration, including pursuant to an exchange agent agreement entered into prior to the Mailing Date (the “Exchange Agent Agreement”). The Form of Election and instructions for use in effecting the surrender of the Certificates or transfer (the “Letter of Transmittal”). The Election Form shall state the procedures Book Entry Shares in exchange for electing the Merger Consideration and shall specify the number of shares of Parent Common Stock and/or amount of cash that comprise the Alternative Consideration as determined by Parent. (b) Each Election Form will permit each holder of shares of Company Stock to specify (i) the number of shares of Company Stock with respect to which such holder elects to receive the CVR Consideration, (ii) the number of shares of Company Stock with respect to which such holder elects to receive the Cash & Stock Consideration or (iii) that such holder makes be mailed no election with respect to such holder’s shares of Company Stock. Any shares of Company Stock with respect to which the Exchange Agent does not receive a properly completed Election Form during the period (the “Election Period”) from the Mailing Date to 5:00 p.m., Eastern time, on the date which Parent and the Company shall agree is as near as practicable to three more than 40 Business Days preceding and no less than 20 Business Days prior to the anticipated Closing Date, Date or on such other date as Parent ▇▇▇▇▇ and the Company will, prior to the Closing, FSB shall mutually agree (the “Election DeadlineMailing Date”), will be deemed ) to be No Election Shares. Parent and the Company shall publicly announce the date of the Election Deadline at least three Business Days prior to the Election Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Parent shall direct the Exchange Agent to make Election Forms available as may be reasonably requested from time to time by all Persons who become holders each Holder of record of Company a Certificate or Book Entry Shares. Holders who hold shares of FSB Common Stock between the date as nominees, trustees or in other representative capacities may submit a Form of Election for each beneficial owner, provided, that is five Business Days prior to the Mailing Date and the each such Form of Election Deadline, and the Company shall provide to the Exchange Agent covers all information reasonably necessary for the Exchange Agent to perform as specified in this Agreement and as specified in any agreement between Parent and/or the Company and the Exchange Agent. (d) Any election made pursuant to this Section 3.01 will have been properly made only if the Exchange Agent will have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the Person submitting it, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the shares of Company FSB Common Stock represented held by each such Election Form will be deemed to be No Election Shares, except to the extent representative for a subsequent election is properly made during the Election Period. Any termination of this Agreement in accordance with Article IX shall result in the revocation of all Election Forms delivered to the Exchange Agent on or prior to the date of such terminationparticular beneficial owner. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will Agreement, any Election shall have reasonable discretion to determine whether any election, revocation or change has been made properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of only if the Exchange Agent regarding such matters will be binding and conclusive. None shall have received, by the Election Deadline, a Form of Parent, First Merger Sub, Second Merger Sub, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election Form.8

Election Procedures. Each holder of record of shares of Company Common Stock, Company Series A Warrants, Company SARs or Company Options to be converted into the right to receive the Merger Consideration in accordance with, and subject to, this Article II (a “Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Not less than 30 days Each Holder may specify in a request made in accordance with the provisions of this Section 2.9 (herein called a “Cash Election” “) the number of shares of Company Common Stock owned by such Holder (or underlying the Company Series A Warrant, Company SARs or Company Option, as applicable) 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 a Cash Election shall be required to waive all appraisal rights in connection with making such Cash Election. (b) 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, in accordance with the terms of this Agreement (the “Form of Election”), so as to permit Holders to exercise their right to make an Election, and (i) shall direct the Exchange Agent to mail or transmit in electronic form the Form of Election within 5 Business Days (or such later date agreed by the Company and Parent) after the date of engagement of the Exchange Agent, to the record holders of Company Common Stock as of the date hereof, and (ii) following such date, shall use reasonable best efforts to make available as promptly as practicable a Form of Election to any stockholder, warrantholder, or optionholder who requests such Form of Election prior to the anticipated Effective Time (the “Mailing Date”)Election Deadline, Parent will cause to which Form of Election shall be mailed to used by each record holder of shares of Company Common Stock (other than shares of Company Stock cancelled pursuant who wishes to Section 2.04(c)) as of five Business Days prior to the Mailing Date: (x) make an election form in such form consistent with the terms of this Agreement as Parent shall specify (which such form shall be reasonably acceptable to the Company) (the “Election Form”) and (y) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Stock shall be deemed to pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof together with the required indemnity) or transfer of the Book-Entry Shares to the Exchange Agent, and shall be in a customary form and have such other provisions as are reasonably acceptable to the Company and Parent, including instructions for use in effecting the surrender or transfer (the “Letter of Transmittal”)Election. The time period between such mailing date and the Election Form shall state the procedures for electing the Merger Consideration and shall specify the number of shares of Parent Common Stock and/or amount of cash that comprise the Alternative Consideration Deadline is referred to herein as determined by Parent. (b) Each Election Form will permit each holder of shares of Company Stock to specify (i) the number of shares of Company Stock with respect to which such holder elects to receive the CVR Consideration, (ii) the number of shares of Company Stock with respect to which such holder elects to receive the Cash & Stock Consideration or (iii) that such holder makes no election with respect to such holder’s shares of Company Stock. Any shares of Company Stock with respect to which the Exchange Agent does not receive a properly completed Election Form during the period (the “Election Period”. (c) from Any Election shall have been made properly only if the Mailing Date to Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) any additional documents specified in the procedures set forth in the Form of Election. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m., Eastern time, p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the earliest practicable date which Parent and the Company parties shall agree is as near as practicable to three agree, but in any event, no less than 10 Business Days preceding the Closing Date, or such other date as Parent and the Company will, prior to the Closing, mutually agree (the “Election Deadline”), will be deemed to be No Election Shares. Parent and the Company shall publicly announce the date of the Election Deadline at least three Business Days prior to the Election Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Parent shall direct the Exchange Agent to make Election Forms available as may be reasonably requested from time to time by all Persons who become holders of record of Company Stock between the date that is five Business Days prior to the Mailing Date and the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent to perform as specified in this Agreement and as specified in any agreement between Parent and/or the Company and the Exchange Agent. (d) Any election made pursuant to this Section 3.01 will have been properly made only if the Exchange Agent will have actually received a properly completed Election Form during the Election Period. Any Election Form may be revoked or changed by the Person submitting it, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the shares of Company Stock represented by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Any termination of this Agreement in accordance with Article IX shall result in the revocation of all Election Forms delivered to the Exchange Agent on or prior to the date of such termination. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters will be binding and conclusive. None of Parent, First Merger Sub, Second Merger Sub, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. (a) Not less than 30 days prior to the anticipated Effective Time (the “Mailing Date”), Parent will cause to be mailed to each Each holder of record holder of shares of Company Common Stock (other than “Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 2.1 (each, an “Election”) (i) the number of shares of Company Common Stock cancelled owned by such Holder with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (b) Before the Effective Time, Parent shall appoint a bank or trust company mutually agreeable to the Company pursuant to Section 2.04(c)) as of five Business Days prior to the Mailing Date: (x) an election form in such form consistent with the terms of this Agreement as Parent shall specify (which such form shall be reasonably acceptable to the Company) agreement (the “Election FormExchange Agent Agreement”) to act as exchange agent (the “Exchange Agent”) hereunder. An election form and other appropriate and customary transmittal materials (y) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Stock Certificates shall be deemed to pass, only upon proper delivery of the such Certificates (or affidavits of loss in lieu thereof together with the required indemnity) or transfer of the Book-Entry Shares to the Exchange Agent), in such form as the Company, Parent and Buyer shall be in a customary form and have such other provisions as are reasonably acceptable to the Company and Parent, including instructions for use in effecting the surrender or transfer mutually agree (the “Letter Election Form”), shall be mailed no more than 40 business days and no fewer than 26 business days before the anticipated Effective Time or on such earlier date as the Company, Parent and Buyer shall mutually agree (the “Mailing Date”) to each Holder as of Transmittalfive business days before the Mailing Date (the “Election Form Record Date”). The Each Election Form shall state permit such Holder, subject to the allocation and election procedures set forth in this Section 2.1, to (i) elect to receive the Per Share Cash Consideration for electing all of the Merger Consideration and shall specify the number of shares of Parent Common Stock and/or amount of cash that comprise the Alternative Consideration as determined by Parent. (b) Each Election Form will permit each holder of shares of Company Common Stock to specify (i) the number of shares of Company Stock held by such Holder in accordance with respect to which such holder elects to receive the CVR ConsiderationSection 1.4(c), (ii) elect to receive the number Per Share Stock Consideration for all of such shares in accordance with Section 1.4(c), (iii) elect to receive the Per Share Stock Consideration for a part of such Holder’s Company Common Stock and the Per Share Cash Consideration for the remaining part of such Holder’s Company Common Stock or (iv) indicate that such Holder has no preference as to the receipt of cash or Parent 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 the shares of Company Common Stock with respect to which held by such holder elects to receive the Cash & Stock Consideration or (iii) that such holder makes no election with respect to such holder’s shares of Company StockRepresentative for a particular beneficial owner. Any shares of Company 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 does not receive of an effective, properly completed Election Form shall be deemed Non-Election Shares. (c) To be effective, a properly completed Election Form during shall be submitted to the period (the “Election Period”) from the Mailing Date to Exchange Agent on or before 5:00 p.m., Eastern Birmingham, Alabama time, on the day indicated on the Election Form (or such other time and date which Parent as Buyer and the Company shall agree is as near as practicable to three Business Days preceding the Closing Date, or such other date as Parent and the Company will, prior to the Closing, may mutually agree agree) (the “Election Deadline”); provided, will be deemed however, that the Election Deadline may not occur before the 25th day following the Mailing Date or after the NYSE trading day before the Closing Date. Buyer shall make available as promptly as possible an Election Form to be No any Holder who requests such Election Shares. Parent and Form following the Company shall publicly announce the date initial mailing of the Election Deadline at least three Business Days prior to Forms and before the Election Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Parent shall direct the Exchange Agent to make Election Forms available as may be reasonably requested from time to time by all Persons who become holders of record of Company Stock between the date that is five Business Days prior to the Mailing Date and the Election Deadline, and the The Company shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent it to perform as specified in this Agreement and as specified in any agreement between Parent and/or the Company and the Exchange Agent. (d) Any election made pursuant to this Section 3.01 will herein. An Election shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during by the Election PeriodDeadline. If a Holder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form before the Election Deadline (without later submitting a properly completed Election Form before the Election Deadline), the shares of Company Common Stock held by such Holder shall be designated as Non-Election Shares. Any Holder may revoke or change his or her Election Form may be revoked or changed by the Person submitting it, by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent during at or before the Election Period. In the event an Election Form is revoked during the Election Period, the shares of Company Stock represented by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Any termination of this Agreement in accordance with Article IX shall result in the revocation of all Election Forms delivered to the Exchange Agent on or prior to the date of such terminationDeadline. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will shall have reasonable discretion to determine when any Election, modification or revocation is received and whether any electionsuch Election, modification or revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters will be binding and conclusive. None of Parent, First Merger Sub, Second Merger Sub, the Company or the Exchange Agent will be under any obligation to notify any Person of any defect in an Election Formmade.

Election Procedures. (a) Not less than 30 days prior to the anticipated Effective Time (the “Mailing Date”), Parent will cause to be mailed to each record holder of shares of Company Stock (other than shares of Company Stock cancelled pursuant to Section 2.04(c)) as of five Business Days prior to the Mailing Date: (x) an An election form in such form consistent with the terms of this Agreement as Parent shall specify and other appropriate and customary transmittal materials (which such form shall be reasonably acceptable to the Company) (the “Election Form”) and (y) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Stock Certificates shall be deemed to pass, only upon proper delivery of the such Certificates (to a bank or affidavits of loss in lieu thereof together with the required indemnity) or transfer of the Book-Entry Shares to the Exchange Agent, trust company designated by Parent and shall be in a customary form and have such other provisions as are reasonably acceptable satisfactory to the Company and Parent, including instructions for use in effecting the surrender or transfer (the “Letter of Transmittal”"Exchange Agent"). The Election Form ) in such form as the Company and Parent shall state the procedures for electing the Merger Consideration and shall specify the number of shares of Parent Common Stock and/or amount of cash that comprise the Alternative Consideration as determined by Parent. (b) Each Election Form will permit each holder of shares of Company Stock to specify (i) the number of shares of Company Stock with respect to which such holder elects to receive the CVR Consideration, (ii) the number of shares of Company Stock with respect to which such holder elects to receive the Cash & Stock Consideration or (iii) that such holder makes no election with respect to such holder’s shares of Company Stock. Any shares of Company Stock with respect to which the Exchange Agent does not receive a properly completed Election Form during the period mutually agree (the “"Election Period”) from Form"), shall be mailed 30 days prior to the Mailing Date to 5:00 p.m., Eastern time, anticipated Effective Time or on the date which Parent and the Company shall agree is as near as practicable to three Business Days preceding the Closing Date, or such other earlier date as Parent and the Company will, prior to the Closing, shall mutually agree (the “"Mailing Date") to each holder of record of Company Common Stock as of five business days prior to the Mailing Date ("Election Deadline”Form Record Date"); provided, will be deemed however, that the Mailing Date shall not occur prior to be No the receipt of the shareholder approval contemplated by Section 8.1(a) hereof. Each Election Form shall permit a holder (or the beneficial owner through appropriate and customary documentation and instructions) of outstanding Company Common Stock to elect, subject to provisions of this Section 1.5, to receive, on a per share basis, with respect to such holder's Company Common Stock (i) cash (shares as to which such election is made, the "Cash Election Shares") or (ii) Parent Common Stock (shares as to which such election is made, the "Stock Election Shares"). Notwithstanding the foregoing, no holder of Company Common Stock may elect to receive Parent Common Stock pursuant to the election procedures provided herein with respect to fewer than 50 shares of Company Common Stock. 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 the 20th day following the Mailing Date (or such other time and date as Parent and the Company shall publicly announce may mutually agree) (the date of "Election Deadline") ; provided, however, that the Election Deadline at least three Business Days may not occur on or after the Closing Date (as defined in Section 10.1 hereof). Parent shall make available up to two separate Election Forms, or such additional Election Forms as Parent may permit, to all persons who become holders (or beneficial owners) of Company Common Stock between the Election Form Record Date and close of business on the business day prior to the Election Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Parent shall direct the Exchange Agent to make Election Forms available as may be reasonably requested from time to time by all Persons who become holders of record of Company Stock between the date that is five Business Days prior to the Mailing Date and the Election Deadline, and the The Company shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent it to perform as specified in this Agreement and as specified in any agreement between Parent and/or the Company and the Exchange Agent. (d) Any herein. An election made pursuant to this Section 3.01 will shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during by the Election PeriodDeadline. Any An Election Form may shall be revoked deemed properly completed only if accompanied by one or changed more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Company Common Stock covered by the Person submitting itsuch Election Form, by written notice received by the Exchange Agent during together with duly executed transmittal materials included with the Election PeriodForm. In the event an If a stockholder either (i) does not submit a properly completed Election Form is revoked during in a timely fashion, or (ii) revokes its Election Form prior to the Election PeriodDeadline, the shares of Company Common Stock represented held by such Election Form will stockholder shall be deemed to be designated "No Election Shares, except ." Parent shall cause the Certificates described in clause (ii) of the preceding sentence to be promptly returned without charge to the extent a subsequent election is properly made during person submitting the Election Period. Any termination of this Agreement in accordance with Article IX shall result in Form upon written request to that effect from the revocation of all person who submitted the Election Forms delivered to the Exchange Agent on or prior to the date of such terminationForm. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will 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 any Election FormsForm, and any good faith decisions of the Exchange Agent regarding such matters will shall be binding and conclusive. None of Parent, First Merger Sub, Second Merger Sub, the Company or Neither Parent nor the Exchange Agent will shall be under any obligation to notify any Person person of any defect in an Election Form. (b) The "Cash Election Amount" shall be equal to the Per Share Consideration multiplied by the total number of Cash Election Shares. Within five business days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, Parent shall cause the Exchange Agent to effect the allocation among the holders of Company Common Stock of rights to receive Parent Common Stock or cash in the Merger in accordance with the Election Forms as follows: (i) If the Aggregate Cash Consideration is greater than the Cash Election Amount, then (A) all Cash Election Shares shall be converted into the right to receive an amount of cash equal to the Per Share Consideration, (B) the Exchange Agent will select, on a pro rata basis, first from among the holders of No Election Shares and then, if necessary, from among the holders of Stock Election Shares, a sufficient number of such shares ("Cash Designee Shares") such that the sum of Cash Designee Shares and Cash Election Shares multiplied by the Per Share Consideration equals as closely as practicable the Aggregate Cash Consideration (the Cash Designee Shares shall be converted into the right to receive an amount of cash equal to the Per Share Consideration), and (C) any Stock Election Shares and any No Election Shares, in each case, not so selected as Cash Designee Shares shall be converted into the right to receive Parent Common Stock at the Final Exchange Ratio.

Election Procedures. 3.2.1. Holders of FMBT Common Stock may elect to receive shares of PFS Common Stock or cash (ain either case without interest) Not less than 30 days prior in exchange for their shares of FMBT Common Stock in accordance with the following procedures, provided that, in the aggregate, and subject to the anticipated provisions of Section 3.2.6, 50% of the total number of shares of FMBT Common Stock issued and outstanding at the Effective Time Time, including any Dissenting Shares but excluding any Treasury Stock (the “Mailing DateStock Conversion Number”), Parent will cause shall be converted into the Stock Consideration and the remaining outstanding shares of FMBT Common Stock shall be converted into the Cash Consideration. Shares of FMBT Common Stock as to be mailed which a Cash Election (including, pursuant to each record holder a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of FMBT Common Stock as to which a Stock Election has been made (including, pursuant to a Mixed Election) are referred to as “Stock Election Shares.” Shares of FMBT Common Stock as to which no election has been made (or as to which an Election Form is not returned properly completed) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Company FMBT Common Stock (other than shares with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.” Any Dissenting Shares shall be deemed to be Cash Election Shares, and the holders thereof shall in no event receive consideration comprised of Company PFS Common Stock cancelled pursuant with respect to Section 2.04(c)) as of five Business Days prior to the Mailing Date: (x) an such shares. 3.2.2. An election form in such form consistent with the terms of this Agreement as Parent shall specify and other appropriate and customary transmittal materials (which such form shall be reasonably acceptable to the Company) (the “Election Form”) and (y) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Stock Certificates shall be deemed to pass, only upon proper delivery of the such Certificates (or affidavits of loss in lieu thereof together with the required indemnity) or transfer of the Book-Entry Shares to the Exchange Agent), in such form as FMBT and PFS shall mutually agree (“Election Form”), shall be in a customary form and have such other provisions as are reasonably acceptable mailed not less than 20 business days but not more than 40 business days prior to the Company anticipated Effective Time or on such earlier date as PFS and Parent, including instructions for use in effecting the surrender or transfer FMBT shall mutually agree (the “Letter Mailing Date”) to each holder of Transmittalrecord of FMBT Common Stock as of five business days prior to the Mailing Date (the “Election Form Record Date”). The Each Election Form shall state permit such holder, subject to the allocation and election procedures for electing the Merger Consideration and shall specify the number of shares of Parent Common Stock and/or amount of cash that comprise the Alternative Consideration as determined by Parent. (b) Each Election Form will permit each holder of shares of Company Stock to specify set forth in this Section 3.2, (i) the number of shares of Company Stock with respect to which such holder elects elect to receive the CVR ConsiderationCash Consideration for all of the shares of FMBT Common Stock held by such holder (a “Cash Election”), in accordance with Section 3.1.3, (ii) to elect to receive the number Stock Consideration for all of such shares (a “Stock Election”), in accordance with Section 3.1.3, (iii) elect to receive the Stock Consideration for a part of such holder’s FMBT Common Stock and the Cash Consideration for the remaining part of such holder’s FMBT Common Stock (the “Cash/Stock Consideration”) (an election to receive the Cash/Stock Consideration is referred to as a “Mixed Election”), or (iv) to indicate that such record holder has no preference as to the receipt of cash or PFS Common Stock for such shares (a “Non-Election”). A holder of record of shares of Company FMBT Common Stock with respect to which who holds such holder elects to receive shares as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the Cash & Stock Consideration or (iii) that such holder makes no election with respect to such holder’s shares of Company StockFMBT Common Stock held by such Representative for a particular beneficial owner. Any shares of Company FMBT 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 does not of an effective, properly completed Election Form shall be deemed Non-Election Shares. All Dissenting Shares shall be deemed shares subject to a Cash Election, and with respect to such shares the holders thereof shall in no event receive consideration comprised of PFS Common Stock, subject to Section 3.1.5 hereof. 3.2.3. To be effective, a properly completed Election Form during shall be submitted to the period (the “Election Period”) from the Mailing Date to Exchange Agent on or before 5:00 p.m., Eastern New York City time, on the date which Parent and 20th day following the Company shall agree is as near as practicable to three Business Days preceding the Closing Date, Mailing Date (or such other time and date as Parent PFS and the Company will, prior to the Closing, FMBT may mutually agree agree) (the “Election Deadline”); provided, will be deemed to be No Election Shares. Parent and the Company shall publicly announce the date of however, that the Election Deadline at least three Business Days may not occur on or after the Closing Date. FMBT shall make available up to two separate Election Forms, or such additional Election Forms as PFS may permit, to all persons who become holders (or beneficial owners) of FMBT Common Stock between the Election Form Record Date and the close of business on the business day prior to the Election Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (c) Parent shall direct the Exchange Agent to make Election Forms available as may be reasonably requested from time to time by all Persons who become holders of record of Company Stock between the date that is five Business Days prior to the Mailing Date and the Election Deadline, and the Company FMBT shall provide to the Exchange Agent all information reasonably necessary for the Exchange Agent it to perform as specified in this Agreement and as specified in any agreement between Parent and/or the Company and the Exchange Agent. (d) Any herein. An election made pursuant to this Section 3.01 will shall have been properly made only if the Exchange Agent will shall have actually received a properly completed Election Form during by the Election PeriodDeadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of FMBT Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If an FMBT stockholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline, the shares of FMBT Common Stock held by such stockholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the Person person submitting it, such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent during the Election Period. In the event an Election Form is revoked during the Election Period, the shares of Company Stock represented by such Election Form will be deemed to be No Election Shares, except to the extent a subsequent election is properly made during the Election Period. Any termination of this Agreement in accordance with Article IX shall result in the revocation of all Election Forms delivered to the Exchange Agent on at or prior to the date of such terminationElection Deadline. PFS shall cause the Certificate or Certificates relating to any revoked Election Form to be promptly returned without charge to the person submitting the Election Form to the Exchange Agent. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent will shall have reasonable discretion to determine whether when any election, modification or revocation is received and whether any such election, modification or change revocation has been properly or timely made made. 3.2.4. If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to disregard immaterial defects receive the Cash Consideration, and, subject to Section 3.2.7 hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration only with respect to that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration. 3.2.5. If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election FormsShares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 3.2.7 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and any good faith decisions the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 3.2.7 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration. 3.2.6. Notwithstanding anything in this Article III to the contrary, if the aggregate value of the Exchange Agent regarding Stock Consideration to be delivered as of the Effective Time less the amount of cash paid in lieu of fractional shares of PFS Common Stock pursuant to Section 3.2.7 (the “Stock Value”) is less than 42.5% of the sum of (i) the aggregate value of the Merger Consideration to be delivered as of the Effective Time, plus (ii) the value of any consideration described in Treasury Regulations Section 1.368-1(e)(1)(ii), plus (iii) cash paid to holders of Dissenting Shares, plus (iv) the value of any consideration paid by PFS or any of its Subsidiaries (or any “related person” to PFS or any of its Subsidiaries within the meaning of Treasury Regulations Section 1.368-1(e)(3)) to acquire shares of FMBT Common Stock prior to the Effective Time (such matters will be binding and conclusive. None of Parent, First Merger Sub, Second Merger Subsum, the Company or “Aggregate Value”), then PFS may reduce the Exchange Agent will be under any obligation number of shares of outstanding FMBT Common Stock entitled to notify any Person receive the Cash Consideration and correspondingly increase the number of any defect in an Election Formshares of FMBT Common Stock entitled to receive the Stock Consideration by the minimum amount necessary to cause the Stock Value to equal 42.5% of the Aggregate Value.