Common use of Election Procedures Clause in Contracts

Election Procedures. Each holder of a Yankees Share shall have the right, subject to the limitations set forth in this Section 2.1(b), to submit an election (each, an “Election”) in accordance with the following procedures: (i) Each holder of a Yankees Share may specify in a request made in accordance with the provisions of this Section 2.1(b) whether such holder elects to receive with respect to each of his or her Yankees Share either (A) the consideration set forth in Section 1.6(a)(i)(A) (such Election with respect to such number of Yankees Shares, the “Standard Election”), (B) the consideration set forth in Section 1.6(a)(i)(B) (such Election with respect to such number of Yankees Shares, the “Cash Election”), or (C) the consideration set forth in Section 1.6(a)(i)(C) (such Election with respect to such number of Yankees Shares, the “Stock Election”). (ii) Any holder of a Yankees Share who does not properly make an Election in accordance with the provisions of this Section 2.1(b), or whose Election is not received by the Exchange Agent prior to the Election Deadline in the manner provided in Section 2.1(b)(iv), will be deemed to have made the Standard Election. (iii) Braves shall cause the appropriate form of election and transmittal materials (provided that Yankees shall have provided its consent to such form, such consent not to be unreasonably withheld or delayed) (the “Transmittal Letter”) to be provided by the Exchange Agent to holders of record of Yankees Shares (other than holders of Yankees Shares subject to Section 1.6(a)(ii) and Section 1.6(a)(iii)) advising such holders of the procedure for exercising their right to make the Election and for providing instructions to the Exchange Agent to effect the transfer and cancellation of Book-Entry Interests in exchange for the consideration payable pursuant to Section 1.6(a)(i). (iv) Any Election set forth in Section 2.1(b)(i) shall have been made properly only if the Exchange Agent shall have received, by the Election Deadline, a Transmittal Letter properly completed and signed indicating such Election. (v) Any holder of a Yankees Share may, at any time prior to the Election Deadline, change his or her Election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Transmittal Letter. If Braves shall determine in its reasonable discretion that any Election is not properly made with respect to any Yankees Share (it being understood that no Party nor the Exchange Agent is under any duty to notify any holder of any such defect), such Election shall be deemed to be not in effect, subject to Section 2.1(b)(ii). (vi) Any holder of a Yankees Share may, at any time prior to the Election Deadline, revoke his or her Election by written notice received by the Exchange Agent prior to the Election Deadline. All Elections shall be revoked automatically if the Exchange Agent is notified in writing by Braves that this Agreement has been terminated in accordance with Article VI and will not be subject to Section 2.1(b)(ii). (vii) Braves, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing (A) the validity of the Transmittal Letter and compliance by any holder of a Yankees Share with the Election procedures set forth herein, and (B) the manner and extent to which Elections are to be taken into account in making the determinations prescribed in Section 1.6(a)(i).

Election Procedures. Each (a) As soon as reasonably practicable after the date of this Agreement, Geely and Zeekr shall coordinate with the Exchange Agent to prepare a form of election (the “Election Form”), which will permit each registered holder of a Yankees Share Zeekr Shares (including the Depositary as the registered holder of Zeekr Shares underlying the Zeekr ADSs, who shall have make Elections with respect to such Zeekr Shares based on instructions from the rightholders of the Zeekr ADSs representing such Zeekr Shares) (in each case, other than any Excluded Shares and Dissenting Shares) to, subject to the limitations set forth in this Section 2.1(b2.2(e) and Section 2.2(f), to submit an election specify (each, an “Election”) in accordance with the following procedures:): (i) Each holder the number of a Yankees Share may specify in a request made in accordance Z▇▇▇▇ ▇▇▇▇▇▇ (including Z▇▇▇▇ ▇▇▇▇▇▇ represented by Zeekr ADSs) with the provisions of this Section 2.1(b) whether respect to which such holder elects to receive with respect to each of his or her Yankees Share either the Cash Consideration (A) the consideration set forth in Section 1.6(a)(i)(A) (such Election with respect to such number of Yankees Shares, the “Standard Election”), (B) the consideration set forth in Section 1.6(a)(i)(B) (such Election with respect to such number of Yankees Shares, the a “Cash Election”), or ; and (Cii) the consideration set forth in Section 1.6(a)(i)(Cnumber of Z▇▇▇▇ ▇▇▇▇▇▇ (including Z▇▇▇▇ ▇▇▇▇▇▇ represented by Zeekr ADSs) (such Election with respect to which such number of Yankees Shares, holder elects to receive the Stock Consideration (a “Stock Election”). (iib) Any holder of a Yankees Share who does not properly make an Election Not later than five (5) Business Days after the EGM Materials Mail Date or on such other date as may be mutually agreed in accordance with the provisions of this Section 2.1(b)writing by Z▇▇▇▇ and Geely, or whose Election is not received by the Exchange Agent prior to the Election Deadline in the manner provided in Section 2.1(b)(iv), will be deemed to have made the Standard Election. (iiii) Braves Geely shall cause the appropriate form of election and transmittal materials (provided that Yankees shall have provided its consent to such form, such consent not to be unreasonably withheld or delayed) (the “Transmittal Letter”) to be provided by the Exchange Agent to holders of record of Yankees Shares mail or otherwise make available (other than holders of Yankees Shares subject to Section 1.6(a)(ii) and Section 1.6(a)(iii)) advising such holders of the procedure for exercising their right to make the Election and for providing instructions to date when the Exchange Agent to effect the transfer and cancellation of Book-Entry Interests in exchange for the consideration payable takes such action pursuant to this Section 1.6(a)(i2.2(b), the “Election Form Mailing Date”) (x) the Election Form to all registered holders of Zeekr Shares as of a date no earlier than fifteen (15) Business Days before the Election Form Mailing Date (such date, the “Election Record Date”) and (y) a notice with respect to Elections to all participants in the DTC system which hold Zeekr ADSs (as identified by Geely or the Exchange Agent through a customary broker search or similar process) as of the Election Record Date and (ii) Geely and Zeekr shall instruct the Depositary to work with the DTC to establish an election portal on the DTC system to facilitate the submissions of Election instructions by or on behalf of holders of Zeekr ADSs. Geely shall use reasonable best efforts to make available as promptly as reasonably practicable one or more Election Forms as may be reasonably requested from time to time by all Persons who become a registered holder of Z▇▇▇▇ ▇▇▇▇▇▇ before the Election Deadline. (ivc) Any An Election set forth in Section 2.1(b)(i) shall will have been validly made properly only if the Exchange Agent shall have has received, at its designated office by the Election Deadline, a Transmittal Letter properly : (i) an Election Form duly completed and signed indicating validly executed; (ii) a letter of transmittal (a “Letter of Transmittal”) in customary form for a company incorporated in the Cayman Islands, duly completed and validly executed, and share certificates (if issued) (each an “Old Zeekr Share Certificate”) representing the Zeekr Shares (or affidavits and indemnities of loss in lieu of the Old Zeekr Share Certificates as provided in Section 2.10) to which the Election relates; and (iii) such Electionother information or documents as required in the Election Form or the Letter of Transmittal including the instructions thereto. (vd) Any holder of a Yankees Share may, at any time prior to the Election Deadline, change his Form may be revoked or her Election by written notice received changed by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Transmittal Letter. If Braves shall determine in its reasonable discretion that any Election is not properly made with respect to any Yankees Share (it being understood that no Party nor the Exchange Agent is under any duty to notify any holder of any such defect)person submitting it, such Election shall be deemed to be not in effect, subject to Section 2.1(b)(ii). (vi) Any holder of a Yankees Share may, at any time prior to the Election Deadline, revoke his or her Election by written notice received by the Exchange Agent prior to the Election Deadline. All Elections In the event an Election Form is revoked prior to the Election Deadline, no Election shall be revoked automatically if deemed to have been made with respect to the Zeekr Shares represented by such Election Form, except to the extent a subsequent election is properly made prior to the Election Deadline. (e) Where an Election is made by or on behalf of any Person who is a Hong Kong Non-Professional Investor, such Election may specify only a Cash Election, and will have been validly made (subject to compliance with Section 2.2(c)) only to the extent that it purports to be a Cash Election, and may not specify a Stock Election, and will not have been validly made to the extent that it purports to be a Stock Election. (f) Notwithstanding anything to the contrary in this Agreement or in the Election Form, where a Stock Election is made by or on behalf of any Person who is a PRC ODI Investor, such Election shall not be considered validly made unless, in addition to compliance with the other provisions of this Section 2.2(c), prior to the Election Deadline, all NDRC Filings, MOFCOM Filings and SAFE Filings required to be made by or on behalf of such PRC ODI Investor or any of its Affiliates in connection with and prior to such PRC ODI Investor’s receipt of the applicable Stock Consideration pursuant to the terms of this Agreement have been completed and remain in full force and effect, and satisfactory documentary evidence thereof has been provided or otherwise made available to Geely. (g) Subject to the terms of this Agreement and the Election Form, the Exchange Agent is notified in writing by Braves that this Agreement has been terminated in accordance with Article VI and will not be subject to Section 2.1(b)(ii). (vii) Braves, in the exercise of its reasonable reasonable, good faith discretion, and in consultation with G▇▇▇▇ and Zeekr, shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing (A) the validity of the Transmittal Letter Election Form and compliance by any holder of a Yankees Share with the Election procedures set forth hereinherein (including whether any election, revocation or change has been properly or timely made) and to disregard immaterial defects in the Election Form, the Letter of Transmittal or other document submitted to the Exchange Agent in connection therewith, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. The Exchange Agent may, with the prior written consent of Geely and Zeekr, make rules that are consistent with this Section 2.2 for the implementation of each holder’s Election as shall be necessary or desirable to effect such Elections in accordance with the terms of this Agreement. (Bh) None of the manner Parties and extent their respective Representatives will be under any duty to which Elections are notify any Person of any such defect with respect to any Election that is not validly made. (i) Geely and Zeekr shall work together to cause a public announcement or press release to be taken into account made in making respect of the determinations prescribed Election Deadline at least 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 Geely and Zeekr shall work together to cause a public announcement or press release to be made promptly in Section 1.6(a)(i)respect of the rescheduled Election Deadline. (j) Notwithstanding anything herein or in any Election Form to the contrary, all Elections shall automatically be deemed to be revoked upon the termination of this Agreement in accordance with the terms hereof, whereupon the Parties shall promptly notify the Exchange Agent in writing.

Election Procedures. Each holder (a) Except as provided in paragraphs (b) and (c) below, compensation for services performed during a taxable year may be deferred at the Participant’s election only if the election to defer such compensation is made not later than the close of the preceding taxable year. (b) In the case of the first year in which a Yankees Share shall have Participant becomes eligible to participate in the rightPlan, subject the Participant’s election with respect to amounts deferred pursuant to Sections 4.1 and 4.2 may be made with respect to services to be performed subsequent to the limitations set forth election within 30 days after the date the Participant becomes eligible to participate in this Section 2.1(b), to submit an election the Plan. (each, an “Election”c) In the case of any performance-based compensation based on services performed over a period of at least 12 months as determined by the Plan Administrator in accordance with regulatory guidance under Code Section 409A, an election may be made no later than six months before the following procedures:end of the period. (id) Each holder of a Yankees Share may specify in a request made in accordance with the provisions of this Section 2.1(b) whether such holder elects to receive Participant shall on his or her Election Agreement with respect to each Plan Year (i) specify the percentage of Base Salary and/or the percentage of Bonus the Participant elects to defer for such Plan Year; (ii) allocate his or her deferrals between the In-Service Distribution Option and the Retirement Distribution Option in increments of ten percent, provided, however, that 100 percent of such deferrals may be allocated to one or the other of the Distribution Options; (iii) with respect to amounts allocated to the Retirement Distribution Option for such Plan Year plus investment return credited to such amounts, elect whether such amounts will be paid in a single lump sum or in annual installments payable over five, ten, or fifteen years upon the Participant’s termination of employment with the Company; and (iv) with respect to amounts allocated to the In-Service Distribution Option for the Plan Year, elect the time and manner of distribution from among the options described in Section 7.2. Moreover, a Participant may specify in his or her Election Agreement that distribution of his or her Yankees Share either (A) Accounts are to be made upon the consideration set forth occurrence of a change in control event within the meaning of Code Section 1.6(a)(i)(A) (such Election with respect to such number of Yankees Shares409A and the regulations thereunder, the “Standard Election”), (B) the consideration set forth in Section 1.6(a)(i)(B) (such Election with respect to such number of Yankees Shares, the “Cash Election”), or (C) the consideration set forth in Section 1.6(a)(i)(C) (such Election with respect to such number of Yankees Shares, the “Stock Election”)notwithstanding any other election made hereunder. (iie) Any holder A Participant can change his or her Election Agreement and an eligible Employee who is not a Participant may become a Participant, as of any January 1 by completing, signing and filing an Election Agreement with the Plan Administrator not later than the preceding December 31 (subject, however, to the provisions of paragraph (b) above in the case of a Yankees Share Participant who becomes newly eligible during the Plan Year). A Participant who does not properly make an complete a new Election in accordance with the provisions of this Section 2.1(b), or whose Election is not received by the Exchange Agent prior to the Election Deadline in the manner provided in Section 2.1(b)(iv), Agreement for a Plan Year will be deemed to have made elected not to have any Deferred Compensation for the Standard ElectionPlan Year and will be deemed to have elected a single lump sum method of payment for any Nonelective Deferral Compensation for such Plan Year. In the event any amount is credited to the Account of Participant with respect to which no timely election concerning method of payment has been made, such amount shall be payable in the single lump sum method of payment. (iiif) Braves An election of Deferred Compensation shall cause be irrevocable on the appropriate form first day of election and transmittal materials the Plan Year (provided that Yankees shall have provided its consent to such form, such consent not to be unreasonably withheld or delayed) (the “Transmittal Letter”other period) to which it relates, except that in the case of a hardship distribution within the meaning of Treas. Reg. §1.401(k)-1(d)(3), the election may be provided by cancelled for the Exchange Agent to holders of record of Yankees Shares (other than holders of Yankees Shares subject to Section 1.6(a)(ii) and Section 1.6(a)(iii)) advising such holders remainder of the procedure for exercising their right to make the Election and for providing instructions to the Exchange Agent to effect the transfer and cancellation of Book-Entry Interests in exchange for the consideration payable pursuant to Section 1.6(a)(i)Plan Year. (ivg) Any All Election set forth Agreements shall be in Section 2.1(b)(i) shall have been made properly only if the Exchange Agent shall have received, by the Election Deadline, a Transmittal Letter properly completed and signed indicating such Election. (v) Any holder of a Yankees Share may, at any time prior form acceptable to the Election Deadline, change his or her Election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed Plan Administrator and signed revised Transmittal Letter. If Braves shall determine in its reasonable discretion that any Election is not properly made with respect to any Yankees Share (it being understood that no Party nor the Exchange Agent is under any duty to notify any holder of any such defect), such Election shall be deemed to be not in effectcompleted, subject to Section 2.1(b)(ii). (vi) Any holder of a Yankees Share maysigned, at any time prior to the Election Deadline, revoke his or her Election by written notice received by the Exchange Agent prior to the Election Deadline. All Elections shall be revoked automatically if the Exchange Agent is notified in writing by Braves that this Agreement has been terminated in accordance with Article VI and will not be subject to Section 2.1(b)(ii). (vii) Braves, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent filed with the terms of this Agreement, governing (A) the validity of the Transmittal Letter and compliance by any holder of a Yankees Share with the Election procedures set forth Plan Administrator as provided herein, and (B) the manner and extent to which Elections are to be taken into account in making the determinations prescribed in Section 1.6(a)(i).

Election Procedures. Each holder of record of shares of Company Common Stock (including each share of Company Common Stock issued upon actual exercise (whether for cash or on a Yankees Share net exercise basis pursuant to the last sentence of Section 3.9(e)) of Company Options or Company Warrants) issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, Dissenting Shares, Assumed Warrants and Assumed Options) and each Non-Assumed Holder (each, a “Holder”), shall have the right, subject to the limitations set forth in this Section 2.1(b)Article III, to submit an election (each, an “Election”) on or prior to the Election Deadline in accordance with the following procedures: (ia) Each holder of a Yankees Share Holder may specify in a written request made in accordance with the provisions of this Section 2.1(b3.2 (herein called an “Election”) whether such holder elects to receive shares of Parent Common Stock in lieu of all or any portion of (i) the Cash Consideration otherwise payable with respect to each share of his Company Common Stock held by such Holder pursuant to Section 3.1(a)(ii) or her Yankees Share either (Aii) the cash consideration otherwise payable to such Holder pursuant to Section 3.9(b) or (c), and, in each such case, the cash consideration otherwise so payable shall be automatically reduced. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, no Holder may elect to reduce the cash consideration payable to such Holder pursuant to Section 3.1(a)(ii) or Section 3.9(b) or (c), as applicable, below the amount of the withholding and deductions required pursuant to Section 3.10. In the event of any Election pursuant to this Section 3.2, the respective meanings assigned to the terms “Cash Consideration,” “Stock Consideration,” “Closing Merger Consideration,” and “Aggregate Merger Consideration” shall be deemed modified to give effect to such Election. (b) Parent shall prepare a form reasonably acceptable to the Company (the “Form of Election”), which shall be mailed or caused to be mailed by the Company to all Holders so as to permit the Holders to exercise their right to make an Election prior to the Election Deadline in accordance with this Section 3.2. (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 entitled to vote at the Shareholder Meeting and shall thereafter use its reasonable best efforts to make available as promptly as possible a Form of Election to all Persons entitled to the consideration set forth in Section 1.6(a)(i)(A3.9(b) (such Election with respect to such number of Yankees Shares, the “Standard Election”), (B) the consideration set forth in Section 1.6(a)(i)(B) (such Election with respect to such number of Yankees Shares, the “Cash Election”), or (Cc) or who become holders of shares of Company Common Stock during the consideration set forth in Section 1.6(a)(i)(C) (such Election with respect to such number of Yankees Shares, period following the “Stock Election”). (ii) Any holder of a Yankees Share who does not properly make an Election in accordance with record date for the provisions of this Section 2.1(b), or whose Election is not received by the Exchange Agent Shareholder Meeting and prior to the Election Deadline in the manner provided in Section 2.1(b)(iv), will be deemed to have made the Standard ElectionDeadline. (iii) Braves shall cause the appropriate form of election and transmittal materials (provided that Yankees shall have provided its consent to such form, such consent not to be unreasonably withheld or delayed) (the “Transmittal Letter”) to be provided by the Exchange Agent to holders of record of Yankees Shares (other than holders of Yankees Shares subject to Section 1.6(a)(ii) and Section 1.6(a)(iii)) advising such holders of the procedure for exercising their right to make the Election and for providing instructions to the Exchange Agent to effect the transfer and cancellation of Book-Entry Interests in exchange for the consideration payable pursuant to Section 1.6(a)(i). (ivd) Any Election set forth in Section 2.1(b)(i) 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 an independent and non-affiliated bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) (in form and substance reasonably satisfactory to the Company) entered into prior to the mailing of the Form of Election to the Holders, shall have received, by the Election Deadline, a Transmittal Letter Form of Election properly completed and signed indicating and (in the case of any shares of Company Common Stock that are not, or are not deemed, Book-Entry Shares) accompanied by Certificates representing the shares of Company Common Stock 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” (v) Any holder of a Yankees Share mayas defined in Rule 17Ad-15 under the 1934 Act); provided, at any time prior that such Certificates are in fact delivered to the Election Deadline, change his or her Election by written notice received by the Exchange Agent prior 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 Election Deadline accompanied time set forth in such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by a properly completed and signed revised Transmittal Letter. If Braves shall determine Parent, in its reasonable discretion that any sole and absolute discretion. As used herein, unless otherwise agreed in advance by the Company and Parent, “Election is not properly made with respect to any Yankees Share Deadline” means 5:00 p.m. local time (it being understood that no Party nor in the city in which the principal office of the Exchange Agent is under any duty to notify any holder located) on the later of any such defect), such Election shall be deemed to be not in effect, subject to Section 2.1(b)(ii). (vii) Any holder of a Yankees Share may, at any time the day immediately prior to the Election Deadline, revoke his or her Election by written notice received by date of the Exchange Agent Shareholder Meeting and (ii) the date that Parent and the Company shall agree is five (5) Business Days prior to the expected Closing Date. The Company and Parent shall cooperate to issue a press release reasonably satisfactory to each of them announcing the anticipated date of the Election Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, the Election Deadline. All Elections If the Closing is delayed to a subsequent date, the Election Deadline shall be revoked automatically if similarly delayed and the Exchange Agent is notified in writing by Braves that this Agreement has been terminated in accordance with Article VI Company and will not be subject Parent shall cooperate to Section 2.1(b)(ii)promptly publicly announce such rescheduled Election Deadline and Closing. (vii) Braves, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing (A) the validity of the Transmittal Letter and compliance by any holder of a Yankees Share with the Election procedures set forth herein, and (B) the manner and extent to which Elections are to be taken into account in making the determinations prescribed in Section 1.6(a)(i).

Election Procedures. Each holder of record of Company Shares (other than Cancelled Shares or Dissenting Shares) (each, a Yankees Share “Holder”) shall have the right, subject to the limitations set forth in this Section 2.1(b)Article 2, to submit an election (each, an “Election”) on or prior to the Election Deadline in accordance with the following procedures:procedures set forth in this Section 2.8. (ia) Each holder of a Yankees Share Holder may specify in a request made in accordance with the provisions of this Section 2.1(b2.8 (an “Election”) whether (i) the number of Company Shares owned by such holder elects to receive Holder with respect to each of his or her Yankees Share either which such Holder desires to make a Mixed Election, (Aii) the consideration set forth in Section 1.6(a)(i)(A) (number of such Election Company Shares with respect to which such Holder desires to make a Cash Election, (iii) the number of Yankees SharesCompany Shares owned by such Holder with respect to which such Holder desires to make a Stock Election and (iv) the particular shares for which such Holder desires to make any such election, and the order in which either such election is to apply to any such shares if the election is subject to proration under Section 2.1(c). (b) The Company shall prepare a form of election reasonably acceptable to Parent (the “Standard Form of Election”), (B) which shall be mailed by the consideration set forth in Section 1.6(a)(i)(B) (Company to Holders so as to permit such Election with respect Holders to such number of Yankees Shares, the “Cash Election”), or (C) the consideration set forth in Section 1.6(a)(i)(C) (such Election with respect exercise their right to such number of Yankees Shares, the “Stock Election”). (ii) Any holder of a Yankees Share who does not properly make an Election in accordance with the provisions of this Section 2.1(b), or whose Election is not received by the Exchange Agent prior to the Election Deadline in the manner provided in Section 2.1(b)(iv), will be deemed to have made the Standard ElectionDeadline. (iiic) Braves The Company shall mail or cause the appropriate form of election and transmittal materials (provided that Yankees shall have provided its consent to such form, such consent not to be unreasonably withheld mailed or delayed) (delivered, as applicable, the “Transmittal Letter”) Form of Election to be provided by the Exchange Agent to holders of record of Yankees Shares (other than holders of Yankees Shares subject to Section 1.6(a)(ii) and Section 1.6(a)(iii)) advising such holders Holders as of the procedure record date for exercising their right the Company Stockholders Meeting not less than twenty (20) Business Days prior to the anticipated Election Deadline. The Company shall make available one or more Forms of Election as may reasonably be requested from time to time by all Persons who become Holders during the period following the record date for the Company Stockholders Meeting and prior to the Election and for providing instructions to the Exchange Agent to effect the transfer and cancellation of Book-Entry Interests in exchange for the consideration payable pursuant to Section 1.6(a)(i)Deadline. (ivd) Any Election set forth in Section 2.1(b)(i) shall have been made properly only if the Exchange Agent shall have received, by the Election Deadline, a Transmittal Letter Form of Election properly completed and signed indicating such Election. (v) Any holder of a Yankees Share may, at any time prior to the Election Deadline, change his or her Election by written notice received by the Exchange Agent prior to the Election Deadline and accompanied by a properly completed and signed revised Transmittal Letter. If Braves shall determine (i) the Certificates, if any, to which such Form of Election relates, duly endorsed in its reasonable discretion that any Election is not properly made with respect to any Yankees Share blank or otherwise in form acceptable for transfer on the books of the Company (it being understood that no Party nor the Exchange Agent is under any duty to notify any holder or affidavits of any loss in lieu of such defectCertificates as provided in Section 2.2(e)), such Election shall be deemed to be not in effect, subject to Section 2.1(b)(ii). and (viii) Any holder of a Yankees Share may, at any time prior to the Election Deadline, revoke his or her Election by written notice received by the Exchange Agent prior to the Election Deadline. All Elections shall be revoked automatically if the Exchange Agent is notified in writing by Braves that this Agreement has been terminated in accordance with Article VI and will not be subject to Section 2.1(b)(ii). (vii) Braves, in the exercise case of its reasonable discretionBook-Entry Shares, shall have any additional documents specified in the right to make all determinations, not inconsistent with the terms of this Agreement, governing (A) the validity of the Transmittal Letter and compliance by any holder of a Yankees Share with the Election procedures set forth in the Form of Election. As used herein, and unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m., New York City time, on the date that the Parties shall agree is as near as practicable to two (B2) Business Days preceding the manner and extent to which Elections are to be taken into account in making the determinations prescribed in Section 1.6(a)(i)Closing Date.

Election Procedures. Each holder of a Yankees Share shall have the right, subject to the limitations set forth in this Section 2.1(b), to submit an election (each, an “Election”) in accordance with the following procedures: (i) Each holder As of a Yankees Share may specify the Effective Time, Parent shall deposit, or shall cause to be deposited, with an exchange agent selected by Parent, with the Company's prior approval, which shall not be unreasonably withheld (the "Exchange Agent"), for the benefit of the holders of Shares, (A) certificates representing the shares of Parent Common Stock, (B) cash and (C) any dividends or other distributions with respect to the Parent Common Stock to be issued or paid pursuant to Sections 4.1 and 4.2(d) in a request made exchange for outstanding Shares upon due surrender of the Certificates pursuant to the provisions of this Article IV (such cash and certificates for shares of Parent Common Stock, together with the amount of any dividends or other distributions payable with respect thereto, being hereinafter referred to as the "Exchange Fund"). (ii) Subject to allocation and proration in accordance with the provisions of this Section 2.1(b) whether such holder elects to receive with respect to 4.2 and Section 4.5, if appropriate, each of his or her Yankees Share either (A) the consideration set forth in Section 1.6(a)(i)(A) (such Election with respect to such number of Yankees Shares, the “Standard Election”), (B) the consideration set forth in Section 1.6(a)(i)(B) (such Election with respect to such number of Yankees Shares, the “Cash Election”), or (C) the consideration set forth in Section 1.6(a)(i)(C) (such Election with respect to such number of Yankees Shares, the “Stock Election”). (ii) Any record holder of a Yankees Share who does not properly make an Election in accordance with the provisions of this Section 2.1(b), or whose Election is not received by the Exchange Agent Shares (other than Excluded Shares) issued and outstanding immedi- ately prior to the Election Deadline (as defined below) shall be entitled (A) to elect to receive in respect of each such Share (x) Cash Consideration (a "Cash Election") or (y) Stock Consideration (a "Stock Election") or (B) to indicate that such record holder has no preference as to the manner provided receipt of Cash Consideration or Stock Consideration for such Shares (a "Non-Election"). Shares in Section 2.1(b)(iv), will be respect of which a Non-Election is made (including shares in respect of which such an election is deemed to have been made the Standard Electionpursuant to this Section 4.2 and Section 4.3 (collectively, "Non-Election Shares")) shall be deemed by Parent, in its sole and absolute discretion, subject to Section 4.2(a), to be, in whole or in part, Shares in respect of which Cash Elections or Stock Elections have been made. (iii) Braves Elections pursuant to Section 4.2(b)(ii) shall cause the appropriate be made on a form of election and transmittal materials (provided that Yankees shall have provided its consent to with such form, such consent not other provisions to be unreasonably withheld or delayed) reasonably agreed upon by the Company and Parent (the “Transmittal Letter”a "Form of Election") to be provided by the Exchange Agent for that purpose to holders of record of Yankees Shares (other than holders of Yankees Shares subject Excluded Shares), together with appropriate transmittal materials, at the time of mailing to Section 1.6(a)(ii) and Section 1.6(a)(iii)) advising such holders of record of Shares of the procedure for exercising their right Prospectus/Proxy Statement (as defined in Section 6.3) in connection with the shareholders meetings referred to make the Election and for providing instructions in Section 6.4. Elections shall be made by mailing to the Exchange Agent to effect the transfer and cancellation a duly completed Form of Book-Entry Interests in exchange for the consideration payable pursuant to Section 1.6(a)(i). (iv) Any Election set forth in Section 2.1(b)(i) shall have been made properly only if the Exchange Agent shall have received, by the Election DeadlineElection. To be effective, a Transmittal Letter properly completed and signed indicating such Election. (v) Any holder Form of a Yankees Share may, at any time prior to the Election Deadline, change his or her Election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Transmittal Letter. If Braves shall determine in its reasonable discretion that any Election is not properly made with respect to any Yankees Share (it being understood that no Party nor the Exchange Agent is under any duty to notify any holder of any such defect), such Election shall be deemed to be not in effect, subject to Section 2.1(b)(ii). (vi) Any holder of a Yankees Share may, at any time prior to the Election Deadline, revoke his or her Election by written notice received by the Exchange Agent prior to the Election Deadline. All Elections shall be revoked automatically if the Exchange Agent is notified in writing by Braves that this Agreement has been terminated in accordance with Article VI and will not be subject to Section 2.1(b)(ii). (vii) Braves, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing (A) the validity of the Transmittal Letter and compliance by any holder of a Yankees Share with the Election procedures set forth herein, and (B) the manner and extent to which Elections are to be taken into account in making the determinations prescribed in Section 1.6(a)(i).must be

Election Procedures. Each holder of record of Company Shares (other than (x) Company Shares to be cancelled in accordance with Section 2.1(c) and (y) Company Shares to be converted in accordance with Section 2.1(d) or Section 2.1(e)) (a Yankees Share “Holder”) shall have the right, subject to the limitations set forth in this Section 2.1(b)Article II, to submit an election (each, an “Election”) on or prior to the Election Deadline in accordance with the following procedures:procedures set forth in this Section 2.9. (ia) Each holder of a Yankees Share Holder may specify in a request made in accordance with the provisions of this Section 2.1(b2.9 (an “Election”) whether (i) the number of Company Shares owned by such holder elects to receive Holder with respect to each of his or her Yankees which such Holder desires to make a Share either Election, (Aii) the consideration set forth in Section 1.6(a)(i)(A) (number of such Election Company Shares with respect to which such number of Yankees SharesHolder desires to make a Cash Election and (iii) the particular shares for which the Holder desires to make either such election, and the order in which either such election is to apply to any such shares if the election is subject to proration under Section 2.1(b). (b) The Company shall prepare a form reasonably acceptable to Parent (the “Standard Form of Election”), (B) which shall be mailed by the consideration set forth in Section 1.6(a)(i)(B) (Company to Holders so as to permit such Election with respect Holders to such number of Yankees Shares, the “Cash Election”), or (C) the consideration set forth in Section 1.6(a)(i)(C) (such Election with respect exercise their right to such number of Yankees Shares, the “Stock Election”). (ii) Any holder of a Yankees Share who does not properly make an Election in accordance with the provisions of this Section 2.1(b), or whose Election is not received by the Exchange Agent prior to the Election Deadline in the manner provided in Section 2.1(b)(iv), will be deemed to have made the Standard ElectionDeadline. (iiic) Braves The Company shall mail or cause the appropriate form of election and transmittal materials (provided that Yankees shall have provided its consent to such form, such consent not to be unreasonably withheld mailed or delayed) (delivered, as applicable, the “Transmittal Letter”) Form of Election to be provided by the Exchange Agent to holders of record of Yankees Shares (other than holders of Yankees Shares subject to Section 1.6(a)(ii) and Section 1.6(a)(iii)) advising such holders Holders as of the procedure record date for exercising their right the Company Special Meeting not less than twenty (20) business days prior to the anticipated Election Deadline. The Company shall make available one or more Forms of Election as may reasonably be requested from time to time by all Persons who become Holders during the period following the record date for the Company Special Meeting and prior to the Election and for providing instructions to the Exchange Agent to effect the transfer and cancellation of Book-Entry Interests in exchange for the consideration payable pursuant to Section 1.6(a)(i)Deadline. (ivd) Any Election set forth in Section 2.1(b)(i) shall have been made properly only if the Exchange Agent shall have received, by the Election Deadline, a Transmittal Letter Form of Election properly completed and signed indicating and accompanied by (i) the Certificates, if any, to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company, and (ii) in the case of Book-Entry Shares, any additional documents specified in the procedures set forth in the Form of Election. (v) Any holder of a Yankees Share may. As used herein, at any time prior to the “Election Deadline, change his or her Election by written notice received by ” means 5:00 p.m. local time (in the Exchange Agent prior to city in which the Election Deadline accompanied by a properly completed and signed revised Transmittal Letter. If Braves shall determine in its reasonable discretion that any Election is not properly made with respect to any Yankees Share (it being understood that no Party nor principal office of the Exchange Agent is under any duty to notify any holder located) on the date of any the Company Special Meeting, unless otherwise agreed in advance by the Company and Parent, in which event the Company shall reasonably promptly announce such defect), such Election shall be deemed to be not in effect, subject to Section 2.1(b)(ii). (vi) Any holder of a Yankees Share may, at any time prior to the rescheduled Election Deadline, revoke his or her Election by written notice received by the Exchange Agent prior to the Election Deadline. All Elections shall be revoked automatically if the Exchange Agent is notified in writing by Braves that this Agreement has been terminated in accordance with Article VI and will not be subject to Section 2.1(b)(ii). (vii) Braves, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing (A) the validity of the Transmittal Letter and compliance by any holder of a Yankees Share with the Election procedures set forth herein, and (B) the manner and extent to which Elections are to be taken into account in making the determinations prescribed in Section 1.6(a)(i).

Election Procedures. Each holder of a Yankees Share shall have the right, subject to the limitations set forth in this Section 2.1(b), to submit an election (each, an “Election”) in accordance with the following procedures: (i) Each person who, on or prior to the Election Date (as defined in Section 2.2(d)(ii)), is a record holder of a Yankees Share may specify in a request made Shares (other than Dissenting Shares) shall be entitled to specify, in accordance with the provisions of this Section 2.1(b2.2(d), (x) whether the number of such holder elects holder's Shares (including Restricted Shares (as defined in Section 2.3(c)) and, if the Shares to receive which the election relates are represented by Certificates, the particular Shares, with respect to each of his or her Yankees Share either which such holder makes a Cash Election and (Ay) the consideration set forth in Section 1.6(a)(i)(Anumber of such holder's Shares (including Restricted Shares) (such Election and, if the Shares to which the election relates are represented by Certificates, the particular Shares, with respect to which such number of Yankees Shares, the “Standard Election”), (B) the consideration set forth in Section 1.6(a)(i)(B) (such Election with respect to such number of Yankees Shares, the “Cash Election”), or (C) the consideration set forth in Section 1.6(a)(i)(C) (such Election with respect to such number of Yankees Shares, the “holder makes a Stock Election”). (ii) Any Parent shall prepare and file as an exhibit to the Form F-4 (as defined in Section 6.2(a)) a form of election (the "Form of Election") in form and substance reasonably acceptable to the Company. The Form of Election shall specify that delivery shall be effected, and risk of loss and title to any certificates representing Shares ("Certificates") shall pass, only upon proper delivery of the Form of Election and any Certificates. The Company shall mail the Form of Election with the Company Proxy Statement (as defined in Section 6.2(a)) to all persons who are record holders of Shares as of the record date for the Stockholders Meeting (as defined in Section 6.1(a)). The Form of Election shall be used by each record holder of Shares (or, in the case of nominee record holders, the beneficial owner through proper instructions and documentation) who wishes to make a Yankees Share Cash Election and/or a Stock Election for any or all Shares (including Restricted Shares) held by such holder. The Company shall use its reasonable best efforts to make the Form of Election, together with a copy of the Company Proxy Statement, available to all persons who does not become record holders of Shares during the period between the record date for the Stockholders Meeting and the Election Date. Any holder's Election shall have been properly make made only if the Exchange Agent (as defined in Section 2.6(a)) shall have received at its designated office, by 5:00 p.m., New York City time, on (A) the date of the Stockholders Meeting or (B) if the Closing Date is more than four business days following the Stockholders Meeting, the date that is two business days prior to the Closing Date (the "Election Date"), a Form of Election properly completed and signed and, if the Shares to which the Cash Election and/or Stock Election relate are represented by Certificates, the Form of Election shall have been accompanied by Certificates representing those Shares duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Form of Election from a firm which is an "eligible guarantor institution" (as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")); provided, that, such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery). After a Cash Election or a Stock Election is validly and properly made with respect to any Shares, no further registration of transfers of such Shares shall be made on the stock transfer books of the Company, unless and until such Cash Election or Stock Election is properly revoked in accordance with Section 2.2(d)(iii). Parent and the provisions of this Section 2.1(b), or whose Company shall announce the anticipated Election is not received by the Exchange Agent Date at least five business days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline in Date shall be similarly delayed to a subsequent date, and Parent and the manner provided in Section 2.1(b)(iv)Company shall promptly announce any such delay and, will be deemed to have made when determined, the Standard Electionrescheduled Election Date. (iii) Braves shall cause Any Cash Election or Stock Election may be revoked with respect to all or a portion of the appropriate form of election and transmittal materials (provided that Yankees shall have provided its consent to such form, such consent not to be unreasonably withheld or delayed) (the “Transmittal Letter”) to be provided Shares subject thereto by the Exchange Agent to holders holder who submitted the applicable Form of record of Yankees Shares (other than holders of Yankees Shares subject to Section 1.6(a)(ii) and Section 1.6(a)(iii)) advising such holders of the procedure for exercising their right to make the Election and for providing instructions to the Exchange Agent to effect the transfer and cancellation of Book-Entry Interests in exchange for the consideration payable pursuant to Section 1.6(a)(i). (iv) Any Election set forth in Section 2.1(b)(i) shall have been made properly only if the Exchange Agent shall have received, by the Election Deadline, a Transmittal Letter properly completed and signed indicating such Election. (v) Any holder of a Yankees Share may, at any time prior to the Election Deadline, change his or her Election by written notice received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Election Deadline accompanied by a properly completed Date. In addition, all Cash Elections and signed revised Transmittal Letter. If Braves shall determine in its reasonable discretion that any Election is not properly made with respect to any Yankees Share (it being understood that no Party nor the Exchange Agent is under any duty to notify any holder of any such defect), such Election shall be deemed to be not in effect, subject to Section 2.1(b)(ii). (vi) Any holder of a Yankees Share may, at any time prior to the Election Deadline, revoke his or her Election by written notice received by the Exchange Agent prior to the Election Deadline. All Stock Elections shall automatically be revoked automatically if the Exchange Agent is notified in writing by Braves that this Agreement has been is terminated in accordance with Article VI and will not VIII. If a Cash Election or Stock Election is revoked with respect to Shares represented by Certificates, Certificates representing such Shares shall be subject promptly returned to Section 2.1(b)(ii)the holder that submitted the same to the Exchange Agent. (viiiv) BravesThe determination of the Exchange Agent (or the determination of Parent, after reasonable consultation with the Company, in the exercise of its reasonable discretion, event that the Exchange Agent declines to make any such determination) shall be conclusive and binding as to whether or not Cash Elections and Stock Elections shall have been properly made or revoked pursuant to this Section 2.2(d) and as to when Cash Elections, Stock Elections and revocations were received by the right Exchange Agent. The Exchange Agent (or Parent, after reasonable consultation with the Company, in the event that the Exchange Agent declines to make the following computation) shall also make all determinationscomputations as to the proration contemplated by Section 2.2(c), not inconsistent and absent manifest error this computation shall be conclusive and binding. The Exchange Agent may, with the terms written agreement of Parent, after Parent's reasonable consultation with the Company, make any rules as are consistent with this Agreement, governing (ASection 2.2(d) for the validity implementation of the Transmittal Letter Cash Elections and compliance by any Stock Elections provided for in this Agreement as shall be necessary or desirable to effect these Cash Elections and Stock Elections. (v) To the extent practicable, the Form of Election shall permit each holder that beneficially owns Shares and/or whose affiliates beneficially own Shares in more than one name or account to specify how to allocate the Per Share Cash Consideration and Parent Depository Shares or Parent Ordinary Shares, as the case may be, to be issued in the Merger among the various accounts that such holder of a Yankees Share Shares beneficially owns and, with the Election procedures set forth hereinrequisite consent of such holder's affiliates, among the accounts beneficially owned by such holder and (B) the manner and extent to which Elections are to be taken into account in making the determinations prescribed in Section 1.6(a)(i)its affiliates.

Election Procedures. Each holder of a Yankees Share shall have the right, subject (a) At or prior to the limitations set forth in this Section 2.1(bEffective Time, Parent shall deposit (or cause to be deposited) with a bank or trust company designated by Parent and reasonably acceptable to the Company (the “Exchange Agent”), to submit an election (eachfor the benefit of the holders of Shares, an “Election”) for exchange in accordance with this ARTICLE II through the following procedures: Exchange Agent, (i) Each holder of certificates representing a Yankees Share may specify in a request made in accordance with the provisions of this Section 2.1(b) whether such holder elects to receive with respect to each of his or her Yankees Share either (A) the consideration set forth in Section 1.6(a)(i)(A) (such Election with respect to such number of Yankees Shares, shares of Parent Stock equal to the “Standard Election”), (B) Maximum Stock Consideration issuable to the consideration set forth in Company shareholders pursuant to Section 1.6(a)(i)(B) (such Election with respect to such number of Yankees Shares, the “Cash Election”), or (C) the consideration set forth in Section 1.6(a)(i)(C) (such Election with respect to such number of Yankees Shares, the “Stock Election”). 2.1 and (ii) Any holder an amount of a Yankees Share who does not properly make an Election in accordance with the provisions of this Section 2.1(b), or whose Election is not received by the Exchange Agent prior cash sufficient to the Election Deadline in the manner provided in Section 2.1(b)(iv), will be deemed to have made the Standard Election. (iii) Braves shall cause the appropriate form of election and transmittal materials (provided that Yankees shall have provided its consent to such form, such consent not to be unreasonably withheld or delayed) (the “Transmittal Letter”) to be provided by the Exchange Agent deliver to holders of record Shares of Yankees Shares (other than holders of Yankees Shares subject the Maximum Cash Consideration to which they are entitled pursuant to Section 1.6(a)(ii) and Section 1.6(a)(iii)) advising such holders of the procedure for exercising their right 2.1. Parent further agrees to make the Election and for providing instructions provide to the Exchange Agent Agent, from time to effect the transfer time as needed, immediately available funds sufficient to pay any dividends and cancellation of Book-Entry Interests in exchange for the consideration payable other distributions pursuant to Section 1.6(a)(i2.3(d). (iv) . Any Election set forth in Section 2.1(b)(i) shall have been made properly only if cash and certificates representing Parent Stock deposited with the Exchange Agent shall have receivedhereinafter be referred to as the “Exchange Fund”. Pursuant to irrevocable instructions, the Exchange Agent shall promptly deliver the Merger Consideration from the Exchange Fund to the former Company shareholders who are entitled thereto pursuant to Section 2.1. Except as contemplated by Section 2.3(d) and Section 2.1(f) hereof, the Election Deadline, a Transmittal Letter properly completed and signed indicating such ElectionExchange Fund shall not be used for any other purpose. (vb) Any holder Parent shall prepare and file as an exhibit to the registration statement on Form S-4 to be filed with the United States Securities Exchange Commission (the “SEC”) by Parent in connection with the issuance of shares of Parent Stock in connection with the Merger (the “S-4”) a Yankees Share mayform of election, and other appropriate and customary transmittal materials, in such form and containing such provisions as Parent and the Company shall mutually agree (collectively, the “Form of Election”). The Form of Election shall permit each Person who, at any time or prior to the Election Deadline, change his is a record holder (or, in the case of nominee record holders, the beneficial owner, through proper instructions and documentation) of (i) an outstanding certificate or her Election outstanding certificates (each, a “Certificate”) representing outstanding Shares or (ii) uncertificated Shares represented by written notice received by book-entry (“Book-Entry Shares”) to specify (x) the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Transmittal Letter. If Braves shall determine in its reasonable discretion that any Election is not properly made number of such holder’s Shares with respect to which such holder makes a Cash Election and/or (y) the number of such holder’s Shares with respect to which such holder makes a Stock Election. The Form of Election shall specify that delivery shall be effected, and risk of loss and title to a Certificate or Book Entry Share shall pass, only upon proper delivery of the completed Form of Election and any Yankees Share (it being understood that no Party nor Certificate to the Exchange Agent is under any duty Agent. The Company shall mail the Form of Election with the Proxy Statement to notify any holder all Persons who are record holders of any such defect), such Shares as of the record date for the Company Shareholders Meeting and shall use commercially reasonable efforts to provide the Form of Election shall be deemed to be not in effect, subject to Section 2.1(b)(ii). (vi) Any holder all Persons who become holders of a Yankees Share may, at any time prior to Shares during the Election Deadline, revoke his or her Election by written notice received by period between the Exchange Agent prior to record date for the Company Shareholders Meeting and the Election Deadline. All Elections shall be revoked automatically if the Exchange Agent is notified As used in writing by Braves that this Agreement has been terminated in accordance with Article VI and will not be subject to Section 2.1(b)(ii). (vii) Braves, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing “Election Deadline” means 5:00 p.m., Eastern Standard Time, on the date that is two (A2) Business Days immediately preceding the validity of Closing Date (or on such other date as the Transmittal Letter and compliance by any holder of a Yankees Share with the Election procedures set forth herein, and (B) the manner and extent to which Elections are to be taken into account in making the determinations prescribed in Section 1.6(a)(iparties hereto mutually agree).

Election Procedures. Each holder of a Yankees Share shall have the right, subject to the limitations set forth in this Section 2.1(b), to submit an election (each, an “Election”) in accordance with the following procedures: (i) Each holder As of a Yankees Share may specify the Effective Time, Parent shall deposit, or shall cause to be deposited, with an exchange agent selected by Parent, with the Company's prior approval, which shall not be unreasonably withheld (the "Exchange Agent"), for the benefit of the holders of Shares, (A) certificates representing the shares of Parent Common Stock, (B) cash and (C) any dividends or other distributions with respect to the Parent Common Stock to be issued or paid pursuant to Sections 4.1 and 4.2(d) in a request made exchange for outstanding Shares upon due surrender of the Certificates pursuant to the provisions of this Article IV (such cash and certificates for shares of Parent Common Stock, together with the amount of any dividends or other distributions payable with respect thereto, being hereinafter referred to as the "Exchange Fund"). (ii) Subject to allocation and proration in accordance with the provisions of this Section 2.1(b) whether such holder elects to receive with respect to 4.2 and Section 4.5, if appropriate, each of his or her Yankees Share either (A) the consideration set forth in Section 1.6(a)(i)(A) (such Election with respect to such number of Yankees Shares, the “Standard Election”), (B) the consideration set forth in Section 1.6(a)(i)(B) (such Election with respect to such number of Yankees Shares, the “Cash Election”), or (C) the consideration set forth in Section 1.6(a)(i)(C) (such Election with respect to such number of Yankees Shares, the “Stock Election”). (ii) Any record holder of a Yankees Share who does not properly make an Election in accordance with the provisions of this Section 2.1(b), or whose Election is not received by the Exchange Agent Shares (other than Excluded Shares) issued and outstanding immediately prior to the Election Deadline (as defined below) shall be entitled (A) to elect to receive in respect of each such Share (x) Cash Consideration (a "Cash Election") or (y) Stock Consideration (a "Stock Election") or (B) to indicate that such record holder has no preference as to the manner provided receipt of Cash Consideration or Stock Consideration for such Shares (a "Non-Election"). Shares in Section 2.1(b)(iv), will be respect of which a Non-Election is made (including shares in respect of which such an election is deemed to have been made the Standard Electionpursuant to this Section 4.2 and Section 4.3 (collectively, "Non-Election Shares")) shall be deemed by Parent, in its sole and absolute discretion, subject to Section 4.2(a), to be, in whole or in part, Shares in respect of which Cash Elections or Stock Elections have been made. (iii) Braves Elections pursuant to Section 4.2(b)(ii) shall cause the appropriate be made on a form of election and transmittal materials (provided that Yankees shall have provided its consent to with such form, such consent not other provisions to be unreasonably withheld or delayed) reasonably agreed upon by the Company and Parent (the “Transmittal Letter”a "Form of Election") to be provided by the Exchange Agent for that purpose to holders of record of Yankees Shares (other than holders of Yankees Shares subject Excluded Shares), together with appropriate transmittal materials, at a time approximately one month prior to the anticipated Closing Date (as defined in Section 1.6(a)(ii1.2) or on such other date as the Company and Section 1.6(a)(iii)) advising such holders of the procedure for exercising their right to make the Election and for providing instructions Parent shall mutually agree. Elections shall be made by mailing to the Exchange Agent a duly completed Form of Election. To be effective, a Form of Election must be (x) properly completed, signed and submitted to effect the transfer and cancellation of Book-Entry Interests in exchange for the consideration payable pursuant to Section 1.6(a)(i). (iv) Any Election set forth in Section 2.1(b)(i) shall have been made properly only if the Exchange Agent shall have receivedat its designated office, by 9:00 a.m., on the Election Deadline, a Transmittal Letter properly completed and signed indicating such Election. Closing Date (v) Any holder of a Yankees Share may, at any time which date shall be publicly announced by Parent as soon as practicable but in no event less than five trading days prior to the Closing Date) or such other date as the Company and Parent shall mutually agree (the "Election Deadline, change his or her Election by written notice received by the Exchange Agent prior to the Election Deadline ") and (y) accompanied by a properly completed and signed revised Transmittal Letter. If Braves shall determine in its reasonable discretion that any Election is not properly made with respect to any Yankees Share (it being understood that no Party nor the Exchange Agent is under any duty to notify any holder of any such defect), such Election shall be deemed to be not in effect, subject to Section 2.1(b)(ii). (vi) Any holder of a Yankees Share may, at any time prior to the Election Deadline, revoke his or her Election by written notice received by the Exchange Agent prior to the Election Deadline. All Elections shall be revoked automatically if the Exchange Agent is notified in writing by Braves that this Agreement has been terminated in accordance with Article VI and will not be subject to Section 2.1(b)(ii). (vii) Braves, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing (A) the validity of the Transmittal Letter and compliance by any holder of a Yankees Share with the Election procedures set forth herein, and (B) the manner and extent to which Elections are to be taken into account in making the determinations prescribed in Section 1.6(a)(i).the

Election Procedures. Each holder of a Yankees Share shall have the right, subject (a) Subject to the limitations set forth in this Section 2.1(b), to submit an election (each, an “Election”) in accordance with the following procedures: (i) Each holder of a Yankees Share may specify in a request made in accordance with the provisions of this Section 2.1(b) whether such holder elects to receive with respect to each of his or her Yankees Share either (A) the consideration proration and redesignation procedures set forth in Section 1.6(a)(i)(A2.3 below, each holder of record of shares of Company Common Stock (excluding shares to be canceled pursuant to Section 2.1(c) and Dissenting Shares) will be entitled to elect to receive for each such share (such Election with respect to such number of Yankees Shares, the “Standard Election”), (Bi) the consideration set forth in Section 1.6(a)(i)(B) Per Share Cash Consideration (such Election with respect to such number of Yankees Shares, the a “Cash Election”), or ; (Cii) the consideration set forth in Section 1.6(a)(i)(C) Per Share Stock Consideration (such Election with respect to such number of Yankees Shares, the a “Stock Election”); or (iii) fifty percent (50%) of the Per Share Cash Consideration and fifty percent (50%) of the Per Share Stock Consideration (a “Combination Election”). All such elections shall be made on a form designed for that purpose prepared by the Company and acceptable to Acquiror (an “Election Form”). Holders of record of shares of Company Common Stock who hold such shares as nominees, trustees or in other representative capacities (“Nominees”) may submit multiple Election Forms, provided that such Nominee certifies that each such Election Form covers all the shares of Company Common Stock held by each such Nominee for a particular beneficial owner. (b) The maximum number of shares of Company Common Stock to be converted into the right to receive Per Share Cash Consideration for such shares, consisting of (i) those shares subject to Cash Elections and (ii) Any holder of a Yankees Share who does not properly make an Election in accordance with the provisions of this Section 2.1(b), or whose Election is not received by the Exchange Agent prior those shares subject to the Election Deadline in cash portion of Combination Elections shall be fifty percent (50%) of the manner provided in Section 2.1(b)(iv), will be deemed to have made the Standard Election. number of Outstanding Company Shares (iii) Braves shall cause the appropriate form of election and transmittal materials (provided that Yankees shall have provided its consent to such form, such consent not excluding shares to be unreasonably withheld or delayedcanceled and retired pursuant to Section 2.1(c) and Dissenting Shares) (the “Transmittal LetterMaximum Cash Election Number”) ). The maximum number of shares of Company Common Stock to be provided by converted into the Exchange Agent right to receive Per Share Stock Consideration for such shares, consisting of (i) those shares subject to Stock Elections and (ii) those shares subject to the stock portion of Combination Elections, shall be fifty percent (50%) of the number of Outstanding Company Shares (excluding shares to be canceled and retired pursuant to Section 2.1(c) and Dissenting Shares) (the “Maximum Stock Election Number”). Notwithstanding the foregoing, the percentages used in the preceding definitions are subject to waiver or modification pursuant to Section 2.3(d). (c) The Election Form shall be mailed with the proxy statement/prospectus to all holders of record of Yankees Shares (other than shares of Company Common Stock as of the record date of the Company Shareholders’ Meeting. Thereafter, the Company and Acquiror shall each use its reasonable and diligent efforts to mail or make available the Election Form to all persons who become holders of Yankees Shares subject to Section 1.6(a)(iishares of Company Common Stock during the period between the record date for the Company Shareholders’ Meeting and 5:00 p.m., central time, on the date ten (10) and Section 1.6(a)(iii)) advising such holders of the procedure for exercising their right to make the Election and for providing instructions Business Days prior to the anticipated Effective Time. To be effective, an Election Form must be received by Computershare Trust Company, N.A., Acquiror’s exchange agent (the “Exchange Agent Agent”), on or before 5:00 p.m., central time, on the fifth (5th) Business Day prior to effect the transfer and cancellation of Book-Entry Interests in exchange for Effective Time (the consideration payable pursuant to Section 1.6(a)(i“Election Deadline”). (iv) Any Election set forth in Section 2.1(b)(i) . An election shall have been properly made properly only if the Exchange Agent shall have received, actually received a properly completed Election Form by the Election Deadline. Subject to the terms of this Agreement and the Election Form, a Transmittal Letter the Exchange Agent shall have reasonable discretion to determine whether any election has been properly completed or timely made and signed indicating to disregard immaterial defects in any Election Form, and any good faith decisions of the Exchange Agent regarding such Electionmatters shall be binding and conclusive. All elections will be irrevocable. (vd) Any holder of a Yankees Share may, at any time prior to the Election Deadline, change his or her Election by written notice Form received by the Exchange Agent prior to after the Election Deadline accompanied by shall be deemed to be a properly completed Combination Election and signed revised Transmittal Letter. If Braves shall determine in its reasonable discretion that any holder of Company Common Stock not returning an Election is not properly made with respect Form to any Yankees Share (it being understood that no Party nor the Exchange Agent is under shall be deemed to have made a Combination Election. In addition, if the Exchange Agent shall have determined that any duty to notify any holder of any such defect)purported Stock Election or Cash Election was not properly made, such purported Stock Election or Cash Election shall be deemed to be not in effect, subject to Section 2.1(b)(ii). (vi) Any of no force and effect and the holder of shares of Company Common Stock making such purported Stock Election or Cash Election shall for all purposes hereof be deemed to have made a Yankees Share may, at any time prior to the Election Deadline, revoke his or her Election by written notice received by the Exchange Agent prior to the Election Deadline. All Elections shall be revoked automatically if the Exchange Agent is notified in writing by Braves that this Agreement has been terminated in accordance with Article VI and will not be subject to Section 2.1(b)(ii)Combination Election. (vii) Braves, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing (A) the validity of the Transmittal Letter and compliance by any holder of a Yankees Share with the Election procedures set forth herein, and (B) the manner and extent to which Elections are to be taken into account in making the determinations prescribed in Section 1.6(a)(i).

Election Procedures. Each holder of a Yankees Share (a) Premier shall have the rightdesignate Registrar and Transfer Company, subject to the limitations set forth in this Section 2.1(bCranford, New Jersey (or such other company as Premier and Albemarle First may mutually agree), to submit an election act as the exchange agent (each, an the “ElectionExchange Agent”) for purposes of conducting the election procedure and the exchange procedure described in accordance with this Article 2. Provided that Albemarle First has delivered, or caused to be delivered, to the following procedures: Exchange Agent all information that is necessary for the Exchange Agent to perform its obligations as specified herein, the Exchange Agent shall, (i) Each provide to Albemarle First contemporaneously with the mailing of the Proxy Statement an election form (the “Election Form”), and (ii) no later than five (5) business days after the Effective Time, mail or make available to each holder of record of Albemarle First Shares a Yankees Share may notice and letter of transmittal (which shall specify in a request made in accordance with that delivery shall be effected, and risk of loss and title to the provisions certificates theretofore representing shares of this Section 2.1(bAlbemarle First Shares shall pass, only upon proper delivery of the certificates to the Exchange Agent) whether advising such holder elects of the effectiveness of the Merger and the procedure for surrendering to receive with respect to each of his the Exchange Agent such certificate or her Yankees Share either (A) certificates in exchange for the consideration set forth in Section 1.6(a)(i)(A2.1(b) hereof. (b) Each Election Form shall permit the holder (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to make one of the following elections: (i) to elect to receive Premier Shares with respect to some or all of such holder’s Albemarle First Shares (the “Stock Election Shares”); (ii) to elect to receive cash with respect to some or all of such holder’s Albemarle First Shares (the “Cash Election Shares”); or (iii) to indicate that such holder makes no such election with respect to such number holder’s shares of Yankees Shares, Albemarle First Shares (the “Standard Election”), (B) the consideration set forth in Section 1.6(a)(i)(B) (such No-Election with respect to such number of Yankees Shares, the “Cash Election”), or (C) the consideration set forth in Section 1.6(a)(i)(C) (such Election with respect to such number of Yankees Shares, the “Stock Election”). (c) Nominee record holders who hold Albemarle First Shares on behalf of multiple beneficial owners shall indicate how many of the shares held by them are Stock Election Shares, Cash Election Shares, and No-Election Shares. If a shareholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) Any holder of a Yankees Share who does not properly make revokes an Election in accordance with the provisions of this Section 2.1(b), or whose Election is not received by the Exchange Agent Form prior to the Election Deadline in the manner provided in Section 2.1(b)(iv), will be deemed to have made the Standard Election. (iii) Braves shall cause the appropriate form of election and transmittal materials (provided that Yankees shall have provided its consent to such form, such consent does not to be unreasonably withheld or delayed) (the “Transmittal Letter”) to be provided by the Exchange Agent to holders of record of Yankees Shares (other than holders of Yankees Shares subject to Section 1.6(a)(ii) and Section 1.6(a)(iii)) advising such holders of the procedure for exercising their right to make the Election and for providing instructions to the Exchange Agent to effect the transfer and cancellation of Book-Entry Interests in exchange for the consideration payable pursuant to Section 1.6(a)(i). (iv) Any Election set forth in Section 2.1(b)(i) shall have been made properly only if the Exchange Agent shall have received, by the Election Deadline, resubmit a Transmittal Letter properly completed and signed indicating such Election. (v) Any holder of a Yankees Share may, at any time Election Form prior to the Election Deadline, change his or her Election the shares of Albemarle First Shares held by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Transmittal Letter. If Braves shall determine in its reasonable discretion that any Election is not properly made with respect to any Yankees Share (it being understood that no Party nor the Exchange Agent is under any duty to notify any holder of any such defect), such Election shareholder shall be deemed to be not in effect, subject to Section 2.1(b)(ii)designated No-Election Shares. (vid) Any holder of a Yankees Share may, at any time prior to the Election Deadline, revoke his or her Election by written notice received by the Exchange Agent prior to the Election Deadline. All Elections shall be revoked automatically if the Exchange Agent is notified in writing by Braves that this Agreement has been terminated in accordance with Article VI and will not be subject to Section 2.1(b)(ii). (vii) Braves, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing (A) the validity of the Transmittal Letter and compliance by any holder of a Yankees Share with the Election procedures set forth herein, and (B) the manner and extent to which Elections are to be taken into account in making the determinations prescribed in Section 1.6(a)(i).The term “

Election Procedures. Each (a) Within ten (10) Business Days following the date hereof, BNL OP shall, or shall cause the Exchange Agent to, mail to each Holder of Ordinary Common Units or Special Existing Member Units (together, “BRE Election Units”) an election form, in substantially the form of Exhibit G hereto (the “Election Form”), pursuant to which a holder of a Yankees Share BRE Election Units may make an Election as specified in Section 2.3(c). The Election Form shall have set forth instructions for making an Election and effecting the rightSurrender of BRE Election Units in connection with the making of an Election, subject shall specify that delivery shall be effected, and risk of loss and title to the limitations BRE Election Units shall pass, and an Election shall be properly made in respect of BRE Election Units, only upon proper adherence to the procedures set forth in the Election Form, and shall otherwise be in such customary form and have such other provisions as BNL OP and BRE may reasonably agree. (b) BNL OP shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become Holders of BRE Election Units prior to the Election Deadline. BRE shall provide to the Exchange Agent all information reasonably necessary for it to perform the obligations specified in this Section 2.1(b)2.3 and as specified in any agreement among the parties and the Exchange Agent. (c) Each Holder of BRE Election Units shall be entitled, with respect to all of the BRE Election Units held by such Person, to submit make, prior to the Election Deadline, an election (each, an “Election”) in accordance with the following procedures: (i) Each holder of a Yankees Share may specify in a request made in accordance with the provisions of this Section 2.1(b) specifying whether such Holder makes a REIT Share Election or a BNL OP Membership Unit Election, or a combination of any of the foregoing, as applicable, as such holder elects may be entitled pursuant to receive Section 2.1(h)(i). Any BRE Election Units with respect to each which no Election shall have properly been made (or, if an Election shall have been made, shall have been revoked and not properly remade) prior to the Election Deadline shall be deemed for purposes of his or her Yankees Share either (ASection 2.1(h)(i) the consideration set forth in Section 1.6(a)(i)(A) (such to have been made as a BNL OP Membership Unit Election with respect to such number of Yankees SharesBRE Exchange Units, the “Standard Election”), (B) the consideration set forth in Section 1.6(a)(i)(B) (such Election with respect to such number of Yankees Shares, the “Cash Election”), or (C) the consideration set forth in Section 1.6(a)(i)(C) (such Election with respect to such number of Yankees Shares, the “Stock Election”)if applicable. (iid) Any holder of a Yankees Share who does not properly make Except as otherwise expressly provided herein, an Election in accordance with the provisions of this Section 2.1(b), or whose Election is not received by the Exchange Agent prior to the Election Deadline in the manner provided in Section 2.1(b)(iv), will shall be deemed to have made the Standard Election. (iii) Braves shall cause the appropriate form of election and transmittal materials (provided that Yankees shall have provided its consent to such form, such consent not to be unreasonably withheld or delayed) (the “Transmittal Letter”) to be provided by the Exchange Agent to holders of record of Yankees Shares (other than holders of Yankees Shares subject to Section 1.6(a)(ii) and Section 1.6(a)(iii)) advising such holders of the procedure for exercising their right to make the Election and for providing instructions to the Exchange Agent to effect the transfer and cancellation of Book-Entry Interests in exchange for the consideration payable pursuant to Section 1.6(a)(i). (iv) Any Election set forth in Section 2.1(b)(i) shall have been made properly effective only if the Exchange Agent shall have received, by no later than 5:00 p.m. New York time five (5) Business Days prior to the Closing Date (or such later date as BNL OP and BRE shall agree) (the “Election Deadline”) (i) an Election Form covering the BRE Election Units to which such Election applies, a Transmittal Letter properly executed and completed in accordance with the instructions set forth therein, and signed indicating (ii) the Surrender to the Exchange Agent of the BRE Election Units to which such Election. (v) Any holder of a Yankees Share mayElection Form applies. An Election may be revoked only by delivering to the Exchange Agent, at any time prior to the Election Deadline, change his or her Election by a written notice received by of revocation or a properly completed revised Election Form that identifies the BRE Election Units to which such revised Election Form applies. The proper delivery to the Exchange Agent prior to the Election Deadline accompanied by of a properly completed and signed revised Transmittal Letter. If Braves shall determine in its reasonable discretion that any Election is not properly made Form with respect to any Yankees Share (it being understood that no Party nor the Exchange Agent is under any duty to notify any holder of any such defect), such BRE Election Units shall be deemed to be not in effect, subject to Section 2.1(b)(ii). (vi) Any holder of a Yankees Share may, at any time prior to the Election Deadline, revoke his or her Election by written notice received by the Exchange Agent prior to the Election Deadline. All Elections shall be revoked automatically if the Exchange Agent is notified in writing by Braves that this Agreement has been terminated in accordance with Article VI and will not be subject to Section 2.1(b)(ii). (vii) Braves, result in the exercise revocation of its reasonable discretion, shall have the right all prior Election Forms with respect to make all determinations, not inconsistent with such BRE Election Units. Subject to the terms of this Agreement, governing (A) the validity and of the Transmittal Letter Election Form, the Exchange Agent, in consultation with both BNL OP and compliance by BRE, shall have reasonable discretion to determine whether any holder of a Yankees Share with Election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election procedures set forth hereinForms, and any good faith decision of the Exchange Agent regarding such matters shall be binding and conclusive. None of BNL OP, BRE or the Exchange Agent shall be under any obligations to notify any Person of any defect in an Election Form. BNL OP shall use reasonable efforts to announce the Election Deadline at least five (B5) Business Days prior to the manner and extent to which Elections are to be taken into account in making the determinations prescribed in Section 1.6(a)(i)Election Deadline.

Election Procedures. Each holder of a Yankees Share (a) Premier shall have the rightdesignate Registrar and Transfer Company, subject to the limitations set forth in this Section 2.1(bCranford, New Jersey (or such other Albemarle First as Premier and Albemarle First may mutually agree), to submit an election act as the exchange agent (each, an the “ElectionExchange Agent”) for purposes of conducting the election procedure and the exchange procedure described in accordance with this Article VII. Provided that Albemarle First has delivered, or caused to be delivered, to the following procedures: Exchange Agent all information that is necessary for the Exchange Agent to perform its obligations as specified herein, the Exchange Agent shall, (i) Each provide to Albemarle First contemporaneously with the mailing of the Proxy Statement an election form (the “Election Form”), and (ii) no later than five (5) business days after the Effective Time, mail or make available to each holder of record of Albemarle First Shares a Yankees Share may notice and letter of transmittal (which shall specify in a request made in accordance with that delivery shall be effected, and risk of loss and title to the provisions certificates theretofore representing shares of this Section 2.1(bAlbemarle First Shares shall pass, only upon proper delivery of the certificates to the Exchange Agent) whether advising such holder elects of the effectiveness of the Merger and the procedure for surrendering to receive with respect to each of his the Exchange Agent such certificate or her Yankees Share either (A) certificates in exchange for the consideration set forth in Section 1.6(a)(i)(A7.1(b) hereof. (b) Each Election Form shall permit the holder (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to make one of the following elections: (i) to elect to receive Premier Shares with respect to some or all of such holder’s Albemarle First Shares (the “Stock Election Shares”); (ii) to elect to receive cash with respect to some or all of such holder’s Albemarle First Shares (the “Cash Election Shares”); or (iii) to indicate that such holder makes no such election with respect to such number holder’s shares of Yankees Shares, Albemarle First Shares (the “Standard Election”), (B) the consideration set forth in Section 1.6(a)(i)(B) (such No-Election with respect to such number of Yankees Shares, the “Cash Election”), or (C) the consideration set forth in Section 1.6(a)(i)(C) (such Election with respect to such number of Yankees Shares, the “Stock Election”). (c) Nominee record holders who hold Albemarle First Shares on behalf of multiple beneficial owners shall indicate how many of the shares held by them are Stock Election Shares, Cash Election Shares, and No-Election Shares. If a shareholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) Any holder of a Yankees Share who does not properly make revokes an Election in accordance with the provisions of this Section 2.1(b), or whose Election is not received by the Exchange Agent Form prior to the Election Deadline in the manner provided in Section 2.1(b)(iv), will be deemed to have made the Standard Election. (iii) Braves shall cause the appropriate form of election and transmittal materials (provided that Yankees shall have provided its consent to such form, such consent does not to be unreasonably withheld or delayed) (the “Transmittal Letter”) to be provided by the Exchange Agent to holders of record of Yankees Shares (other than holders of Yankees Shares subject to Section 1.6(a)(ii) and Section 1.6(a)(iii)) advising such holders of the procedure for exercising their right to make the Election and for providing instructions to the Exchange Agent to effect the transfer and cancellation of Book-Entry Interests in exchange for the consideration payable pursuant to Section 1.6(a)(i). (iv) Any Election set forth in Section 2.1(b)(i) shall have been made properly only if the Exchange Agent shall have received, by the Election Deadline, resubmit a Transmittal Letter properly completed and signed indicating such Election. (v) Any holder of a Yankees Share may, at any time Election Form prior to the Election Deadline, change his or her Election the shares of Albemarle First Shares held by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Transmittal Letter. If Braves shall determine in its reasonable discretion that any Election is not properly made with respect to any Yankees Share (it being understood that no Party nor the Exchange Agent is under any duty to notify any holder of any such defect), such Election shareholder shall be deemed to be not in effect, subject to Section 2.1(b)(ii)designated No-Election Shares. (vid) Any holder of a Yankees Share may, at any time prior to the Election Deadline, revoke his or her Election by written notice received by the Exchange Agent prior to the Election Deadline. All Elections shall be revoked automatically if the Exchange Agent is notified in writing by Braves that this Agreement has been terminated in accordance with Article VI and will not be subject to Section 2.1(b)(ii). (vii) Braves, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing (A) the validity of the Transmittal Letter and compliance by any holder of a Yankees Share with the Election procedures set forth herein, and (B) the manner and extent to which Elections are to be taken into account in making the determinations prescribed in Section 1.6(a)(i).The term “

Election Procedures. Each (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent in such form as Shore and Purchaser 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 a Yankees Share record of Shore Common Stock other than holders of Dissenting Shares. (b) Each Election Form shall have permit the rightholder of record of Shore Common Stock, subject to other than holders of Dissenting Shares (or in the limitations set forth in this Section 2.1(bcase of nominee record holders, the beneficial owner through proper instructions and documentation), to submit an election (each, an “Election”) in accordance with the following procedures: (i) Each holder of a Yankees Share may specify in a request made in accordance with the provisions of this Section 2.1(b) whether such holder elects elect to receive with respect to each the Cash Consideration for all of his or her Yankees Share either the holder’s shares (A) the consideration set forth in Section 1.6(a)(i)(A) (such Election with respect to such number of Yankees Shares, the “Standard Election”), (B) the consideration set forth in Section 1.6(a)(i)(B) (such Election with respect to such number of Yankees Shares, the a “Cash Election”), or (Cii) elect to receive the consideration set forth in Section 1.6(a)(i)(C) Stock Consideration for all of the holder’s shares (such Election with respect to such number of Yankees Shares, the a “Stock Election”). , (iiiii) Any holder elect to receive a combination of Stock Consideration and Cash Consideration (a Yankees Share who does not properly “Combination Election”), or (iv) make an Election no election with respect to the receipt of the Cash Consideration or the Stock Consideration (a “Non-Election”). Notwithstanding any such election, fifty-five percent (55%) of the total number of shares of Shore Common Stock issued and outstanding immediately prior to the Effective Time (such number of shares of Shore Common Stock, the “Stock Conversion Number”), shall be converted into the Stock Consideration, and forty-five percent (45%) of such shares of Shore Common Stock shall be converted into the Cash Consideration in accordance with the provisions of this allocation procedures set forth in Section 2.1(b1.6(d), subject to the allocation adjustments set forth in Section 1.6(e), without taking into consideration cash paid in exchange for fractional shares of Shore Common Stock pursuant to Section 2.2(e) hereof. In arriving at the Stock Conversion Number and the number of shares of Shore Common Stock converted into the Cash Consideration, treasury stock and other shares described Section 1.4(a)(ii) shall be excluded. (c) A record holder acting in different capacities or whose 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 Shore Common Stock as to which a Cash Election has been made are referred to as “Cash Election Shares.” Shares of Shore Common Stock as to which a Stock Election has been made are referred to as “Stock Election Shares.” Shares of Shore Common Stock as to which a Combination Election has been made are referred to as “Combination Election Shares.” Shares of Shore Common Stock as to which no election has been made (or as to which an Election Form is not received by properly completed and timely returned) are referred to as “Non-Election Shares.” (d) To be effective, a properly completed Election Form shall be submitted to the Exchange Agent by or before 5:00 p.m., New York City time, on a date no later than the fifth (5th) Business Day prior to the Closing Date to be mutually agreed upon by the parties (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 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 Shore Common Stock covered by the guarantee of delivery within the time set required shall invalidate any otherwise properly made election, unless otherwise determined by Purchaser, in its sole discretion). Purchaser shall publicly announce the Election Date as soon as practicable after it has been determined. For shares of Shore Common Stock held in book entry form, Purchaser shall establish delivery procedures which shall be reasonably acceptable to Shore. If a holder of Shore 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 in the manner provided in Section 2.1(b)(iv), will be deemed to have made the Standard Election. (iii) Braves shall cause the appropriate form of election and transmittal materials (provided that Yankees shall have provided its consent to such form, such consent not to be unreasonably withheld or delayed) (the “Transmittal Letter”) to be provided by the Exchange Agent to holders of record of Yankees Shares (other than holders of Yankees Shares subject to Section 1.6(a)(ii) and Section 1.6(a)(iii)) advising such holders of the procedure for exercising their right to make the Election and for providing instructions to the Exchange Agent to effect the transfer and cancellation of Book-Entry Interests in exchange for the consideration payable pursuant to Section 1.6(a)(i). (iv) Any Election set forth in Section 2.1(b)(i) shall have been made properly only if the Exchange Agent shall have received, by the Election Deadline, without later submitting a Transmittal Letter properly completed and signed indicating such Election. (v) Any holder of a Yankees Share may, at any time Election Form prior to the Election Deadline, change his or her Election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Transmittal Letter. If Braves shall determine in its reasonable discretion that any Election is not properly made with respect to any Yankees Share (it being understood that no Party nor the Exchange Agent is under any duty to notify any holder of any such defect), such Election the shares of Shore Common Stock of that holder shall be deemed to designated Non-Election Shares. In addition, all Election Forms shall automatically be not in effectrevoked, subject to Section 2.1(b)(ii). (vi) Any holder of a Yankees Share mayand all Certificates returned, at any time prior to the Election Deadline, revoke his or her Election by written notice received by the Exchange Agent prior to the Election Deadline. All Elections shall be revoked automatically if the Exchange Agent is notified in writing by Braves Purchaser and Shore that this Agreement has been terminated in accordance with Article VI and will not be subject terminated. Subject to Section 2.1(b)(ii). (vii) Braves, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation, or change has been properly or timely made and to disregard immaterial defects in any Election Form, and any good faith decisions of the Exchange Agent shall be binding and conclusive. Neither Purchaser nor the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. (e) The allocation among the holders of shares of Shore Common Stock of rights to receive the Cash Consideration, the Stock Consideration and the Combination Consideration will be made as follows: (i) In the event that the Stock Election Shares, together with the Combination Election Shares, would otherwise convert into Stock Consideration representing greater than 55% of the Merger Consideration, the Stock Consideration shall be reduced, pro rata among all holders of Shore Common Stock electing to receive Stock Election Shares and Combination Election Shares, so that the Merger Consideration shall consist of 55% Stock Consideration and 45% Cash Consideration; provided, however, that in no event shall the Stock Consideration exceed the Stock Consideration Cap described in Section 1.4(a)(v) of this Agreement. If the Stock Consideration would exceed the Stock Consideration Cap after such adjustment, the Stock Consideration shall be further adjusted as described in Section 1.6(e)(iii) hereof. (ii) In the event that the Cash Consideration would otherwise represent greater than 45% of the Merger Consideration, the Cash Consideration shall be reduced, pro rata among all holders of Shore Common Stock electing to receive Cash Consideration, so that the Merger Consideration shall consist of 55% Stock Consideration and 45% Cash Consideration provided, however, that in no event shall the Stock Consideration exceed the Stock Consideration Cap. If the Stock Consideration would exceed the Stock Consideration Cap after such adjustment, the Stock Consideration shall be further adjusted as described in Section 1.6(e)(iii) hereof. (iii) Notwithstanding anything contained in this Agreement, governing (Ain the event that the Stock Consideration would exceed the Stock Consideration Cap following the adjustments described in this Section 1.6(e) or otherwise, the validity Merger Consideration shall be adjusted to reduce the Stock Consideration to equal the Stock Consideration Cap and to proportionately increase the Cash Consideration, with no resulting change to the amount of the Transmittal Letter and compliance Aggregate Merger Consideration. In such an event, the Merger Consideration may consist of less than 55% Stock Consideration, but in no event will the Stock Consideration consist of less than 40% of the Merger Consideration. (f) If the tax opinion referred to in Section 7.1(d) cannot be rendered (as reasonably determined by any holder D▇▇ ▇▇▇▇▇▇ LLP) as a result of the Merger potentially failing to qualify as a Yankees Share with reorganization under Section 368(a) of the Election procedures set forth hereinCode, and (B) then Purchaser may, in its sole determination, increase the manner and extent number of shares of Shore Common Stock entitled to which Elections are receive the Stock Consideration by the minimum amount necessary to enable the tax opinion to be taken into account in making the determinations prescribed in Section 1.6(a)(i)rendered.

Election Procedures. Each holder of record of shares of Company Common Stock (including Restricted Stock but excluding holders of Dissenting Shares and Cancelled Shares) 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(c), Section 2.1(e) and Section 2.5 (a Yankees Share “Holder”) shall have the right, subject to the limitations set forth in this Section 2.1(b)Article II, to submit an election (each, an “Election”) in accordance with the following procedures: (ia) Each holder of a Yankees Share Holder may specify in a request made in accordance with the provisions of this Section 2.1(b2.6 (herein called an “Election”) whether the whole number of shares of Company Common Stock (including Restricted Stock) owned by such holder elects to receive Holder with respect to each which such Holder desires (i) to make a Stock Election, (ii) to make a Cash Election or (iii) to make no election with respect to the receipt of his the Cash Consideration or her Yankees Share either the Stock Consideration. For the avoidance of doubt, shares with respect to which no election is made shall be deemed Non-Election Shares, unless a proper Election is thereafter timely made. (b) Unless the properly completed Form of Election provides otherwise, for all purposes of this Section 2.6 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 Cash Consideration, if any, to be paid to such Holder under Article I (with respect to a Holder, the “Cash Portion”), the number of shares of Company Common Stock of such Holder as to which such Holder has a right to receive Cash Consideration pursuant to Section 2.1(c) and Section 2.5; and (ii) for purposes of clause (i), the Certificates or Book-Entry Shares surrendered by a Holder in exchange for such Holder’s Cash Portion will be deemed to be: (A) first, of those Certificates or Book-Entry Shares evidencing shares held by TABLE OF CONTENTS such Holder for more than one year before the consideration set forth in Merger within the meaning of Section 1.6(a)(i)(A) (such Election with respect to such number 1223 of Yankees the Code, if any, those Certificates or Book-Entry Shares, as applicable, with the highest federal income tax basis, in descending order until such Certificates or Book-Entry Shares, as applicable, are exhausted or the Cash Portion for such Holder is fully paid, then (B) of all other of such Holder’s Certificates and Book-Entry Shares, those Certificates or Book-Entry Shares with the highest federal income tax basis, in descending order until the Cash Portion for such Holder is fully paid. (c) Parent shall prepare a form reasonably acceptable to the Company, including appropriate and customary transmittal materials in such form as prepared by Parent and reasonably acceptable to the Company (the “Standard Form of Election”), (B) the consideration set forth in Section 1.6(a)(i)(B) (such Election with respect so as to such number of Yankees Shares, the “Cash permit Holders to exercise their right to make an Election”), or (C) the consideration set forth in Section 1.6(a)(i)(C) (such Election with respect to such number of Yankees Shares, the “Stock Election”). (d) Parent shall, and, as applicable, shall cause the Paying Agent to, (i) initially make available and mail the Form of Election to Holders not less than thirty (30) Business Days prior to the anticipated Election Deadline, and (ii) Any holder following such initial mailing, make available as promptly as possible a Form of a Yankees Share Election to any Holder who does not properly make an requests such Form of Election in accordance with the provisions of this Section 2.1(b), or whose Election is not received by the Exchange Agent prior to the Election Deadline. Parent shall provide to the Paying Agent all information necessary for it to perform as specified herein. The time period between such mailing date and the Election Deadline in is referred to herein as the manner provided in Section 2.1(b)(iv), will be deemed to have made the Standard Election“Election Period.” (iii) Braves shall cause the appropriate form of election and transmittal materials (provided that Yankees shall have provided its consent to such form, such consent not to be unreasonably withheld or delayed) (the “Transmittal Letter”) to be provided by the Exchange Agent to holders of record of Yankees Shares (other than holders of Yankees Shares subject to Section 1.6(a)(ii) and Section 1.6(a)(iii)) advising such holders of the procedure for exercising their right to make the Election and for providing instructions to the Exchange Agent to effect the transfer and cancellation of Book-Entry Interests in exchange for the consideration payable pursuant to Section 1.6(a)(i). (ive) Any Election set forth in Section 2.1(b)(i) shall have been made properly only if Parent or the Exchange Agent Paying Agent, as applicable, shall have received, by during the Election DeadlinePeriod, a Transmittal Letter Form of Election properly completed and signed indicating (including duly executed transmittal materials included in the Form of Election) and accompanied by any Book-Entry Shares or Certificates representing all shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Book-Entry Shares or Certificates, as set forth in such Form of Election. (v) Any holder , from a member of any registered national securities exchange or a Yankees Share may, at any time prior commercial bank or trust company in the United States; provided that such Book-Entry Shares or Certificates are in fact delivered to the Election Deadline, change his or her Election by written notice received Paying Agent by the Exchange Agent prior time required in such guarantee of delivery. Failure to deliver physical certificates representing shares covered by such a guarantee of delivery within the Election Deadline accompanied by a properly completed and signed revised Transmittal Letter. If Braves shall determine in its reasonable discretion that any Election is not properly made with respect to any Yankees Share (it being understood that no Party nor the Exchange Agent is under any duty to notify any holder of any time set forth on such defect), such Election guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its reasonable discretion. For Book-Entry Shares, Parent shall establish Election procedures for such Shares, which procedures shall be not reasonably acceptable to the Company. (f) As used herein, unless otherwise agreed in effectadvance by the parties, “Election Deadline” means 5:00 p.m. New York City time on the date which the parties hereto shall agree is as near as practicable to two (2) Business Days preceding the Closing Date. The parties hereto shall cooperate to issue a press release reasonably satisfactory to each of them and subject to Section 2.1(b)(ii). (vi) Any holder 5.14, announcing the anticipated date of a Yankees Share may, at any time prior to the Election DeadlineDeadline not more than fifteen (15) Business Days before, revoke his or her Election by written notice received by and at least five (5) Business Days prior to, the Exchange Agent prior Effective Time. If the Effective Time is delayed to a subsequent date, the Election Deadline. All Elections Deadline shall be revoked automatically if the Exchange Agent is notified in writing by Braves that this Agreement has been terminated in accordance with Article VI and will not be subject similarly delayed to Section 2.1(b)(ii). (vii) Braves, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing (A) the validity of the Transmittal Letter and compliance by any holder of a Yankees Share with the Election procedures set forth hereinsubsequent date, and (B) the manner and extent to which Elections are to be taken into account in making parties shall promptly announce any such delay and, when determined, the determinations prescribed in Section 1.6(a)(i)rescheduled Election Deadline.

Election Procedures. Each (a) American (or such other company as American and Community First may agree to designate), will act as the exchange agent (the “Exchange Agent”) for purposes of conducting the election and exchange procedures described in this Article 2. Provided that Community First has delivered, or caused to be delivered, to the Exchange Agent all information that is necessary for the Exchange Agent to perform its obligations as specified herein, the Exchange Agent shall provide to Community First contemporaneously with the mailing of the Proxy Statement (as defined in Section 4.4) but in no event more than ten days after such mailing, an election form and accompanying letter of transmittal in such form as American and Community First shall agree (the “Election Form”) advising each holder of a Yankees Share shall have record of Community First Capital Stock of the right, subject election choices hereunder and providing instructions for surrendering to the limitations Exchange Agent such holder’s certificate(s) of Community First Capital Stock in exchange for the consideration set forth in this Section 2.1(b)Sections 1.3(b) and (c) hereof deliverable in respect of Community First Common Stock and Series A Preferred Stock respectively. The Election Form shall specify that delivery shall be effected, and risk of loss and title to submit an election the certificates theretofore representing shares of Community First Capital Stock shall pass, only upon proper delivery of the certificates to the Exchange Agent. (eachb) Each Election Form shall permit the holder (or in the case of nominee record holders, an “Election”the beneficial owner through proper instructions and documentation) in accordance with to make the following procedureselections: (i) Each holder of a Yankees Share may specify in a request made in accordance with the provisions of this Section 2.1(b) whether such holder elects to elect to receive American Common Stock with respect to each some or all of his such holder’s Community First Capital Stock (the “Stock Election Shares”); (ii) to elect to receive cash with respect to some or her Yankees Share either all of such holder’s Community First Capital Stock (Athe “Cash Election Shares”); or (iii) the consideration set forth in Section 1.6(a)(i)(A) (to indicate that such Election holder makes no such election with respect to such number holder’s shares of Yankees Shares, Community First Capital Stock (the “Standard Election”), (B) the consideration set forth in Section 1.6(a)(i)(B) (such No-Election with respect to such number of Yankees Shares, the “Cash Election”), or (C) the consideration set forth in Section 1.6(a)(i)(C) (such Election with respect to such number of Yankees Shares, the “Stock Election”). (c) Nominee record holders who hold Community First Capital Stock on behalf of multiple beneficial owners shall indicate how many of the shares held by them are Stock Election Shares, Cash Election Shares, and No-Election Shares. If a shareholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) Any holder of a Yankees Share who does not properly make revokes an Election in accordance with the provisions of this Section 2.1(b), or whose Election is not received by the Exchange Agent Form prior to the Election Deadline in the manner provided in Section 2.1(b)(iv), will be deemed to have made the Standard Election. (iii) Braves shall cause the appropriate form of election and transmittal materials (provided that Yankees shall have provided its consent to such form, such consent does not to be unreasonably withheld or delayed) (the “Transmittal Letter”) to be provided by the Exchange Agent to holders of record of Yankees Shares (other than holders of Yankees Shares subject to Section 1.6(a)(ii) and Section 1.6(a)(iii)) advising such holders of the procedure for exercising their right to make the Election and for providing instructions to the Exchange Agent to effect the transfer and cancellation of Book-Entry Interests in exchange for the consideration payable pursuant to Section 1.6(a)(i). (iv) Any Election set forth in Section 2.1(b)(i) shall have been made properly only if the Exchange Agent shall have received, by the Election Deadline, resubmit a Transmittal Letter properly completed and signed indicating such Election. (v) Any holder of a Yankees Share may, at any time Election Form prior to the Election Deadline, change his or her Election the shares of Community First Capital Stock held by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Transmittal Letter. If Braves shall determine in its reasonable discretion that any Election is not properly made with respect to any Yankees Share (it being understood that no Party nor the Exchange Agent is under any duty to notify any holder of any such defect), such Election shareholder shall be deemed to be not in effect, subject to Section 2.1(b)(ii)designated No-Election Shares. (vi) Any holder of a Yankees Share may, at any time prior to the Election Deadline, revoke his or her Election by written notice received by the Exchange Agent prior to the Election Deadline. All Elections shall be revoked automatically if the Exchange Agent is notified in writing by Braves that this Agreement has been terminated in accordance with Article VI and will not be subject to Section 2.1(b)(ii). (vii) Braves, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing (A) the validity of the Transmittal Letter and compliance by any holder of a Yankees Share with the Election procedures set forth herein, and (B) the manner and extent to which Elections are to be taken into account in making the determinations prescribed in Section 1.6(a)(i).

Election Procedures. Each holder of a Yankees Share shall have the right, subject to the limitations set forth in this Section 2.1(b), to submit an election (each, an “Election”) in accordance with the following procedures: (i) Each holder At or prior to the Effective Time, Central Pacific shall deposit, or shall cause to be deposited, with an exchange agent selected by Central Pacific, with CB Bancshares’ prior approval, which shall not be unreasonably withheld (the “Exchange Agent”), for the benefit of a Yankees Share may specify the holders of certificates formerly representing CB Shares, certificates representing shares of Central Pacific Common Stock and any cash and any dividends or other distributions with respect to the Central Pacific Common Stock to be issued or paid pursuant to Sections 3.01(a) and 3.04 in a request made exchange for outstanding CB Shares upon due surrender of the Certificates pursuant to the provisions of this Article III (such cash and certificates for shares of Central Pacific Common Stock, together with the amount of any dividends or other distributions payable with respect thereto, being hereinafter referred to as the “Exchange Fund”). (ii) Subject to allocation and proration in accordance with the provisions of this Section 2.1(b3.03, each record holder of CB Shares (other than Excluded Shares) whether such holder elects issued and outstanding immediately prior to receive with respect to each of his or her Yankees Share either the Election Deadline (as defined below) shall be entitled (A) the consideration set forth to elect to receive in Section 1.6(a)(i)(Arespect of each such Share (x) Cash Consideration (such Election with respect to such number of Yankees Shares, the a “Standard Cash Election”), ) or (By) the consideration set forth in Section 1.6(a)(i)(B) Stock Consideration (such Election with respect to such number of Yankees Shares, the a “Cash Stock Election”), or (CB) to indicate that such record holder has no preference as to the consideration set forth in Section 1.6(a)(i)(C) receipt of Cash Consideration or Stock Consideration for such CB Shares (such Election with respect to such number of Yankees Shares, the a “Stock Non-Election”). (ii) Any holder of a Yankees Share who does not properly make an Election in accordance with the provisions of this Section 2.1(b), or whose Election is not received by the Exchange Agent prior to the Election Deadline in the manner provided in Section 2.1(b)(iv), will be deemed to have made the Standard Election. (iii) Braves Elections pursuant to Section 3.03(b)(ii) shall cause the appropriate be made on a form of election and transmittal materials (provided that Yankees shall have provided its consent to with such form, such consent not other provisions to be unreasonably withheld or delayed) reasonably agreed upon by CB Bancshares and Central Pacific (the a “Transmittal LetterForm of Election”) to be provided by the Exchange Agent for that purpose to holders of record of Yankees CB Shares (other than holders of Yankees Shares subject Excluded Shares), together with appropriate transmittal materials, at the time of mailing to Section 1.6(a)(ii) and Section 1.6(a)(iii)) advising such holders of record of CB Shares of the procedure for exercising their right Joint Proxy Statement (as defined in Section 6.03) in connection with the shareholders meetings referred to make the Election and for providing instructions in Section 6.02. Elections shall be made by mailing to the Exchange Agent a duly completed Form of Election. To be effective, a Form of Election must be (x) properly completed, signed and submitted to effect the transfer Exchange Agent at its designated office by 5:00 p.m. on the business day that is two trading days prior to the Closing Date (which date shall be publicly announced by Central Pacific as soon as practicable but in no event fewer than 14 days prior to the Closing Date) (the “Election Deadline”) and cancellation (y) accompanied by the Certificate(s) representing the CB Shares as to which the election is being made (or by an appropriate guarantee of Bookdelivery of such Certificate(s) by a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided that such Certificates are in fact delivered to the Exchange Agent within three trading days after the date of execution of such guarantee of delivery). Central Pacific shall use its reasonable best efforts, and CB Bancshares shall cooperate with Central Pacific, to make a Form of Election available to all persons who become holders of record of CB Shares (other than Excluded Shares) between the date of the mailing described in the first sentence of this Section 3.03(b)(iii) and the Election Deadline. Central Pacific shall determine, which authority it may delegate in whole or in part to the Exchange Agent, whether Forms of Election have been properly completed, signed and submitted or revoked. The decision of Central Pacific (or the Exchange Agent, as the case may be) in such matters shall be conclusive and binding unless manifestly unreasonable. Neither Central Pacific nor the Exchange Agent will be under any obligation to notify any person of any defect in a Form of Election submitted to the Exchange Agent. A holder of CB Shares that does not submit an effective Form of Election prior to the Election Deadline shall be deemed to have made a Non-Entry Interests in exchange for the consideration payable pursuant to Section 1.6(a)(i)Election. (iv) Any Election set forth in Section 2.1(b)(i) shall have been made properly An election may be revoked, but only if the Exchange Agent shall have received, by the Election Deadline, a Transmittal Letter properly completed and signed indicating such Election. (v) Any holder of a Yankees Share may, at any time prior to the Election Deadline, change his or her Election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Transmittal Letter. If Braves shall determine in its reasonable discretion that any Election is not properly made with respect to any Yankees Share (it being understood that no Party nor the Exchange Agent is under any duty to notify any holder of any such defect), such Election shall be deemed to be not in effect, subject to Section 2.1(b)(ii). (vi) Any holder of a Yankees Share may, at any time prior to the Election Deadline, revoke his or her Election by written notice received by the Exchange Agent prior to the Election Deadline. All Elections shall be revoked automatically if Any Certificate(s) representing CB Shares that have been submitted to the Exchange Agent in connection with an election shall be returned without charge to the holder thereof in the event such election is notified revoked as aforesaid and such holder requests in writing by Braves the return of such Certificate(s). Upon any such revocation, unless a duly completed Form of Election is thereafter submitted in accordance with paragraph (b)(iii) of this Section 3.03, such holder shall be deemed to have made a Non-Election as to those shares. In the event that this Agreement has is terminated pursuant to the provisions hereof and any CB Shares have been terminated transmitted to the Exchange Agent pursuant to the provisions hereof, such CB Shares shall promptly be returned without charge to the person submitting the same. (v) In the event that the aggregate amount of cash to be paid in accordance with Article VI respect of CB Shares for which a Cash Election is made (the “Cash Election Shares”) exceeds the Aggregate Cash Number, (A) all shares in respect of which Stock Elections have been made (the “Stock Election Shares”) and will not be subject all shares in respect of which Non-Elections have been made or are deemed to have been made pursuant to Section 2.1(b)(ii3.01(a)(ii) and this Section 3.03 (“Non-Election Shares”) shall be converted into the right to receive Stock Consideration, and (B) all Cash Election Shares shall be converted into the right to receive Stock Consideration or Cash Consideration in the following manner: (A) the Exchange Agent shall select from among the Cash Election Shares, by a pro rata selection process as described in Annex 5, a sufficient number of shares (“Stock Designated Shares”) such that the aggregate cash amount that will be paid in the Merger equals as closely as practicable the Aggregate Cash Number, and all Stock Designated Shares shall be converted into the right to receive Stock Consideration (and cash in lieu of fractional interests); and (B) any Cash Election Shares that are not Stock Designated Shares shall be converted into the right to receive Cash Consideration. (vi) In the event that the aggregate number of shares of Central Pacific Common Stock to be issued in respect of Stock Election Shares exceeds the Aggregate Stock Number, (A) all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive Cash Consideration, and (B) all Stock Election Shares shall be converted into the right to receive Stock Consideration or Cash Consideration in the following manner: (A) the Exchange Agent shall select from among the Stock Election Shares, by a pro rata selection process as described in Annex 5, a sufficient number of shares (“Cash Designated Shares”) such that the aggregate number of shares of Central Pacific Common Stock to be issued in the Merger equals as closely as practicable the Aggregate Stock Number, and all Cash Designated Shares shall be converted into the right to receive Cash Consideration; and (B) any Stock Election Shares that are not Cash Designated Shares shall be converted into the right to receive Stock Consideration (and cash in lieu of fractional interests). (vii) Braves, in In the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing event that both (A) the validity aggregate number of shares of Central Pacific Common Stock to be issued in respect of Stock Election Shares is lower than the Transmittal Letter and compliance by any holder of a Yankees Share with the Election procedures set forth herein, Aggregate Stock Number and (B) the manner and extent to which Elections are aggregate cash to be taken paid in respect of Cash Election Shares is lower than the Aggregate Cash Number, then (1) all Stock Election Shares shall be converted into account the right to receive Stock Consideration, (2) all Cash Election Shares shall be converted into the right to receive Cash Consideration and (3) Non-Election Shares shall be converted into the right to receive either Cash Consideration or Stock Consideration (using such equitable proration process as shall be mutually determined by Central Pacific and CB Bancshares) such that the aggregate cash amount that will be paid in making the determinations prescribed Merger equals as closely as practicable the Aggregate Cash Number. (viii) The Exchange Agent, in consultation with Central Pacific and CB Bancshares, shall make all computations to give effect to this Section 1.6(a)(i3.03(b).

Election Procedures. Each 3.2.1. Holders of record of E▇▇ Common Stock may elect to receive shares of DNB Common Stock or cash in exchange for their shares of E▇▇ Common Stock. The total number of shares of E▇▇ Common Stock to be converted into Per Share Stock Consideration pursuant to this Section 3.2.1 shall be equal to 2,085,662 (the "Stock Conversion Number"). All other shares of E▇▇ Common Stock other than Dissenting Shares shall be converted into Per Share Cash Consideration. 3.2.2. An election form and other appropriate customary transmittal material in such form as DNB and E▇▇ shall mutually agree ("Election Form") will be mailed no more than forty (40) business days and no less than twenty (20) business days prior to the Election Deadline or on such earlier date as DNB and E▇▇ shall mutually agree (the "Mailing Date") to each holder of a Yankees Share shall have record of E▇▇ Common Stock as of five (5) Business Days prior to the rightMailing Date permitting such holder, subject to the limitations allocation and election procedures set forth in this Section 2.1(b)3.2, to submit an election (each, an “Election”) in accordance with the following procedures: (i) Each holder to specify the number of a Yankees Share may specify in a request made in accordance with the provisions shares of this Section 2.1(b) whether E▇▇ Common Stock owned by such holder elects to receive with respect to each of his or her Yankees Share either (A) the consideration set forth in Section 1.6(a)(i)(A) (which such Election with respect holder desires to such number of Yankees Shares, the “Standard Election”), (B) the consideration set forth in Section 1.6(a)(i)(B) (such Election with respect to such number of Yankees Shares, the “make a Cash Election”), or (C) the consideration set forth in Section 1.6(a)(i)(C) (such Election with respect to such number of Yankees Shares, the “Stock Election”). (ii) Any holder of a Yankees Share who does not properly make an Election in accordance with the provisions of this Section 2.1(b3.1.4, (ii) to specify the number of shares of E▇▇ Common Stock owned by such holder with respect to which such holder desires to make a Stock Election, in accordance with the provisions of Section 3.1.3, or (iii) to indicate that such record holder has no preference as to the receipt of cash or DNB Common Stock for such shares. Holders of record of shares of E▇▇ Common Stock who hold such shares as nominees, trustees or in other representative capacities (a "Representative") may submit multiple Election Forms, provided that each such Election Form covers all the shares of E▇▇ Common Stock held by each Representative for a particular beneficial owner. Any shares of E▇▇ Common Stock with respect to which the holder thereof shall not, as of the Election Deadline (as defined in Section 3.2.3), or whose Election is not received have made an election by submission to the Exchange Agent of an effective, properly completed Election Form shall be deemed Non-Election Shares. DNB shall make available one or more Election Forms as may reasonably be requested in writing from time to time by all Persons who become holders (or beneficial owners) of E▇▇ Common Stock between the record date for the initial mailing of Election Forms and the close of business on the business day prior to the Election Deadline in the manner provided (as defined in Section 2.1(b)(iv3.2.3), will be deemed to have made the Standard Election. (iii) Braves and E▇▇ shall cause the appropriate form of election and transmittal materials (provided that Yankees shall have provided its consent to such form, such consent not to be unreasonably withheld or delayed) (the “Transmittal Letter”) to be provided by the Exchange Agent to holders of record of Yankees Shares (other than holders of Yankees Shares subject to Section 1.6(a)(ii) and Section 1.6(a)(iii)) advising such holders of the procedure for exercising their right to make the Election and for providing instructions provide to the Exchange Agent all information reasonably necessary for it to effect the transfer and cancellation of Book-Entry Interests in exchange for the consideration payable pursuant to Section 1.6(a)(i)perform as specified herein. 3.2.3. The term "Election Deadline", as used below, shall mean 5:00 p.m., Eastern time, on the later of (ivi) Any Election set forth in Section 2.1(b)(ithe date of the E▇▇ Shareholders Meeting and (ii) the date that DNB and E▇▇ shall agree is as near as practicable to five (5) business days prior to the expected Closing Date. An election shall have been properly made properly only if the Exchange Agent shall have received, actually received a properly completed Election Form by the Election Deadline, a Transmittal Letter properly completed Deadline accompanied by one or more Certificates (or customary affidavits and signed indicating indemnification regarding the loss or destruction of such Election. (vcertificates or the guaranteed delivery of such certificates) representing all the shares of E▇▇ Common Stock covered by such Election Form. Any holder of a Yankees Share may, at any time prior Election Form may be revoked or changed by the Person submitting such Election Form to the Election Deadline, change his or her Election Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Transmittal Letter. If Braves shall determine in its reasonable discretion that any Election is not properly made with respect to any Yankees Share (it being understood that no Party nor the Exchange Agent is under any duty to notify any holder of any such defect), such Election shall be deemed to be not in effect, subject to Section 2.1(b)(ii). (vi) Any holder of a Yankees Share may, at any time prior to the Election Deadline, revoke his or her Election by written notice received by the Exchange Agent prior to the Election Deadline. All Elections The Certificate or Certificates relating to any revoked Election Form shall be revoked automatically if promptly returned without charge to the Person submitting the Election Form to the Exchange Agent is notified Agent. Shares of E▇▇ Common Stock held by holders who acquired such shares subsequent to the Election Deadline will be designated Non-Election Shares. In addition if a holder of E▇▇ Common Stock either (i) does not submit a properly completed Election Form in writing by Braves that this Agreement has been terminated in accordance with Article VI a timely fashion or (ii) revokes its Election Form prior to the Election Deadline and will not fails to file a new properly completed Election Form before the deadline, such shares shall be subject designated Non-Election Shares. Subject to Section 2.1(b)(ii). (vii) Braves, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing (A) the validity Agreement and of the Transmittal Letter Election Form, the Exchange Agent shall have discretion to determine whether any election, revocation or change has been properly or timely made and compliance by any holder of a Yankees Share with to disregard immaterial defects in the Election procedures set forth hereinForms, and (B) any good faith decisions of the manner Exchange Agent regarding such matters shall be binding and extent conclusive. Neither DNB nor the Exchange Agent shall be under any obligation to which Elections are to be taken into account notify any Person of any defect in making the determinations prescribed in Section 1.6(a)(i)an Election Form.

Election Procedures. Each holder Holder of a Yankees Share Company Shares as of the date of this Agreement shall have the right, subject to the limitations set forth in this Section 2.1(b5.5(b), to submit an election with respect to the form of such Stockholder’s Per Share Closing Consideration (each, an “Election”) in accordance with the following procedures: (i) Promptly following the delivery of the Information Statement to the Holders, the Paying Agent shall mail a form of election (an “Election Form”), such Election Form to be in such form and have such provisions as Parent and the Company reasonably agree, to each Stockholder as of the date of this Agreement. (ii) Each holder of a Yankees Share may Stockholder shall specify in a request made its Election Form submitted in accordance with the provisions of this Section 2.1(b5.5(b) whether such holder Stockholder elects to receive receive, with respect to each of his or her Yankees Company Share either held by such Stockholder, (A) the consideration set forth in Section 1.6(a)(i)(A) Per Share Standard Election Consideration (such Election with respect to such number of Yankees SharesElection, the “Standard Election”), (B) the consideration set forth in Section 1.6(a)(i)(B) Per Share Cash Election Consideration (such Election with respect to such number of Yankees SharesElection, the “Cash Election”), or (C) the consideration set forth in Section 1.6(a)(i)(C) Per Share Stock Election Consideration (such Election with respect to such number of Yankees SharesElection, the “Stock Election”). (iiiii) To be effective, an Election Form must be properly completed, duly executed and submitted to the Paying Agent no later than 5:00 P.M. (Eastern Time) on the date that is two (2) Business Days prior to the Closing Date (which date shall be announced by the Company to the Holders as soon as practicable, but in no event less than five (5) Business Days prior to the Closing Date) (the “Election Deadline”). Any holder of a Yankees Share Stockholder who does not properly make an Election in accordance with the provisions of this Section 2.1(b5.5(b), or whose Election Form is not received by the Exchange Paying Agent prior to the Election Deadline in the manner provided in this Section 2.1(b)(iv5.5(b)(iii), will shall be deemed to have made the Standard Election. (iii) Braves shall cause the appropriate form of election and transmittal materials (provided that Yankees shall have provided Election with respect to its consent to such form, such consent not to be unreasonably withheld or delayed) (the “Transmittal Letter”) to be provided by the Exchange Agent to holders of record of Yankees Shares (other than holders of Yankees Shares subject to Section 1.6(a)(ii) and Section 1.6(a)(iii)) advising such holders of the procedure for exercising their right to make the Election and for providing instructions to the Exchange Agent to effect the transfer and cancellation of Book-Entry Interests in exchange for the consideration payable pursuant to Section 1.6(a)(i)Company Shares. (iv) Any Election set forth in Section 2.1(b)(i) shall have been made properly only if the Exchange Agent shall have received, by the Election Deadline, a Transmittal Letter properly completed and signed indicating such Election. (v) Any holder of a Yankees Share Stockholder may, at any time prior to the Election Deadline, change his or her revoke such Stockholder’s Election by written notice received by the Exchange Paying Agent prior to the Election Deadline Deadline, accompanied by a properly completed and signed duly executed revised Transmittal LetterElection Form. If Braves Notwithstanding anything to the contrary contained in this Agreement, all Elections shall determine be automatically deemed to be revoked upon a valid termination of this Agreement in its accordance with Article X. (v) Subject to the terms of this Agreement and the Paying Agent Agreement, the Paying Agent shall have reasonable discretion that to determine if any Election is not properly made by a Stockholder with respect to any Yankees Share (it being understood Company Shares. In the event that no Party nor the Exchange Paying Agent is under any duty to notify any holder of any such defect)makes the foregoing determination, such Election shall be deemed to be not in effect, subject of no force or effect and the Company Shares covered by such Election shall be deemed to Section 2.1(b)(ii)have made a Standard Election unless a proper Election is thereafter made with respect to such Company Shares prior to the Election Deadline. (vi) Any holder Promptly after the Effective Time (and in any event within three (3) Business Days thereafter), the Paying Agent shall effect the allocation of a Yankees the aggregate Per Share mayClosing Consideration among the Holders of Company Shares (other than Excluded Shares) as set forth in Section 5.1(a), at any time prior which allocation shall be final, binding and conclusive upon the Stockholders absent manifest error. For the avoidance of doubt, the aggregate amount of cash to be paid and the aggregate number of shares of Parent Common Stock to be issued to the Stockholders in respect of the aggregate Per Share Closing Consideration shall not exceed the aggregate amounts that would have been paid and issued to all Holders of Company Shares (other than Excluded Shares) had the Standard Election Deadline, revoke his or her Election by written notice received by the Exchange Agent prior been made with respect to the Election Deadline. All Elections shall be revoked automatically if the Exchange Agent is notified in writing by Braves that this Agreement has been terminated in accordance with Article VI and will not be subject to Section 2.1(b)(ii)all Company Shares. (vii) Braves, Notwithstanding anything to the contrary in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing but subject to Section 5.5(b)(viii), each Stockholder who is not an Accredited Investor shall be deemed to have made a Cash Election with respect to each Company Share held by such Stockholder and such Company Shares shall not be subject to proration pursuant to this Agreement. Any Stockholder who does not complete, sign and deliver the accredited investor questionnaire distributed with the Information Statement shall be deemed to be a non-Accredited Investor. (Aviii) Notwithstanding anything to the validity contrary contained in this Agreement, (i) in no event shall the aggregate number of shares of Parent Common Stock to be issued to the holders of Company Shares exceed the number set forth in clause (i) of the Transmittal Letter and compliance by any holder definition of a Yankees Share with the Election procedures set forth herein, “Aggregate Stock Merger Consideration” and (Bii) a Stockholder may be deemed to have made a Stock Election or a Standard Election to the manner extent necessary for the Merger and extent the Subsequent Merger to which Elections are to be taken into account in making qualify for and maintain the determinations prescribed tax treatment described in Section 1.6(a)(i)2.4.

Election Procedures. (a) Each person who, on or prior to the Election Date (as defined in Section 2.3(b) below), is a record holder of Common Shares will be entitled, subject to Section 2.2 hereof, to make an unconditional election on or prior to such Election Date specifying the number of Common Shares which he desires (i) to have converted into the right to receive the Cash Consideration or (ii) to retain as a Yankees Share Retained Common Share. (b) Subject to any required clearance by the Securities and Exchange Commission (the "SEC"), the Purchaser shall prepare a form of election (the "Form of Election"), which form shall be subject to the reason- able approval of the Company, to be mailed by the Company with the Proxy Statement to the record holders of Common Shares as of the record date for the Special Meeting (as hereinafter defined), which Form of Election shall be used by each record holder of Common Shares who elects to specify the number of Common Shares which he desires to have converted into the rightright to receive the Cash Consideration in the Merger, subject to the limitations provisions of Section 2.2 hereof. The Company will use its reasonable best efforts to make the Form of Election available to all persons who become holders of Common Shares during the period between such record date and the Election Date, with a copy of the Proxy Statement. Any such holder's election shall have been properly made only if such bank or trust company as shall be mutually acceptable to Purchaser and the Company, acting as exchange agent (the "Exchange Agent") shall have received at its designated office, by 5:00 p.m., New York City time on the business day prior to the date of the Special Meeting (the "Election Date"), a Form of Election properly completed and signed and accompanied by Certificates (as hereinafter defined) for the Common Shares to which such Form of Election relates, duly endorsed in blank or otherwise in a form acceptable for transfer on the books of the Company (or by an appropriate guarantee if 8 delivery of such certificates as set forth in this Section 2.1(b), to submit an election (each, an “Election”) in accordance with the following procedures: (i) Each holder such Form of Election from a firm which is a member of a Yankees Share may specify registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in a request made the United States, provided such certificates are in accordance with fact delivered to the provisions Exchange Agent within three New York Stock Exchange ("NYSE") trading days after the date of this Section 2.1(b) whether execution of such holder elects to receive with respect to each guarantee of his or her Yankees Share either (A) the consideration set forth in Section 1.6(a)(i)(A) (such Election with respect to such number of Yankees Shares, the “Standard Election”), (B) the consideration set forth in Section 1.6(a)(i)(B) (such Election with respect to such number of Yankees Shares, the “Cash Election”), or (C) the consideration set forth in Section 1.6(a)(i)(C) (such Election with respect to such number of Yankees Shares, the “Stock Election”delivery). (iic) Any holder Form of a Yankees Share who does not properly make an Election in accordance with the provisions of this Section 2.1(b), or whose Election is not received may be revoked by the Exchange Agent prior to the Election Deadline in the manner provided in Section 2.1(b)(iv), will be deemed to have made the Standard Election. (iii) Braves shall cause the appropriate form of election and transmittal materials (provided that Yankees shall have provided its consent to such form, such consent not to be unreasonably withheld or delayed) (the “Transmittal Letter”) to be provided by the Exchange Agent to holders of record of Yankees Shares (other than holders of Yankees Shares subject to Section 1.6(a)(ii) and Section 1.6(a)(iii)) advising such holders of the procedure for exercising their right to make the Election and for providing instructions holder submitting it to the Exchange Agent to effect the transfer and cancellation of Book-Entry Interests in exchange for the consideration payable pursuant to Section 1.6(a)(i). (iv) Any Election set forth in Section 2.1(b)(i) shall have been made properly only if the Exchange Agent shall have received, by the Election Deadline, a Transmittal Letter properly completed and signed indicating such Election. (v) Any holder of a Yankees Share may, at any time prior to the Election Deadline, change his or her Election by written notice received by the Exchange Agent (i) prior to 5:00 p.m., New York City time on the Election Date or (ii) after the Election Date, if the Company and Purchaser determine, on or prior to the Election Deadline accompanied by a properly completed and signed revised Transmittal Letter. If Braves shall determine in its reasonable discretion Date, that any Election the Closing is not properly made with respect likely to occur within three business days following the Election Date, in which case any Yankees Share (it being understood that no Party nor the Exchange Agent is under any duty to notify any holder Form of any such defect), such Election shall remain revocable until a subsequent date which shall be deemed to be not in effect, subject to Section 2.1(b)(ii). (vi) Any holder of a Yankees Share may, at any time date prior to the Election Deadline, revoke his or her Election by written notice received Closing determined by the Exchange Agent prior to Company and the Purchaser. In addition, all Forms of Election Deadline. All Elections shall automatically be revoked automatically if the Exchange Agent is notified in writing by Braves Merger Sub and the Company that this Agreement the Merger has been terminated in accordance with Article VI and will not abandoned. If a Form of Election is revoked, the Certificate or Certificates (or guaran- tees of delivery, as appropriate) for the Common Shares to which such Form of Election relates shall be subject promptly returned to Section 2.1(b)(ii)the stockholder submitting the same to the Exchange Agent. (viid) BravesThe determination of the Exchange Agent shall be binding with respect to whether or not elections have been properly made or revoked pursuant to this Section 2.3 and when elections and revocations were received by it. If the Exchange Agent determines that any election was not properly made, in such shares shall be treated by the exercise of its reasonable discretion, Exchange Agent as Retained Common Shares. The Exchange Agent shall have the right to also make all determinationscomputations as to the allocation and the proration contemplated by Section 2.2, not inconsistent and any such computation shall be conclusive and binding on the holders of Common Shares. The Exchange Agent may, with the terms mutual agreement of Merger Sub and the Company, make such rules as are consistent with this Agreement, governing (A) Section 2.3 for the validity implementation of the Transmittal Letter and compliance by any holder of a Yankees Share with the Election procedures set forth herein, and (B) the manner and extent elections provided for herein as shall be necessary or desirable fully to which Elections are to be taken into account in making the determinations prescribed in Section 1.6(a)(i)effect such elections.

Election Procedures. Each Election forms and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Legacy Common Stock (“Certificates”) shall pass, only upon proper delivery of such Certificates to an exchange agent designated by ViewPoint (the “Exchange Agent”)) and acceptable to Legacy in its reasonable discretion, in such form as ViewPoint and Legacy shall mutually agree (“Election Forms”) shall be mailed at least twenty (20) days prior to the anticipated Effective Date (the “Mailing Date”) to each holder of a Yankees Share shall have the right, subject record of Legacy Common Stock as of five (5) Business Days prior to the limitations set forth in this Section 2.1(b), to submit an election Mailing Date (each, an “Election”) in accordance with the following procedures: (i) Each holder of a Yankees Share may specify in a request made in accordance with the provisions of this Section 2.1(b) whether such holder elects to receive with respect to each of his or her Yankees Share either (A) the consideration set forth in Section 1.6(a)(i)(A) (such Election with respect to such number of Yankees Shares, the “Standard Election”), (B) the consideration set forth in Section 1.6(a)(i)(B) (such Election with respect to such number of Yankees Shares, the “Cash Election”), or (C) the consideration set forth in Section 1.6(a)(i)(C) (such Election with respect to such number of Yankees Shares, the “Stock ElectionForm Record Date”). (iia) Any Each Election Form shall permit the holder of a Yankees Share who does not properly make an Election in accordance with (or the provisions beneficial owner through appropriate and customary documentation and instructions), subject to the allocation procedures of this Section 2.1(b2.2, either (i) to elect to receive only ViewPoint Common Stock with respect to such holder’s Legacy Common Stock (“Stock Election Shares”); (ii) to elect to receive only cash with respect to such holder’s Legacy Common Stock (“Cash Election Shares”); (iii) to elect to receive a combination of ViewPoint Common Stock and cash with respect to such holder’s Legacy Common Stock rounded, in each case, to the nearest whole share (“Mixed Election Shares”); or (iv) to indicate that such holder makes no election (“No Election Shares”). Subject to the allocation procedures of this Section 2.2(a), or whose the Mixed Election is not received Shares shall be divided by the Exchange Agent into such portion (to be as closely as possible to 58.875% in the aggregate) (the “Stock Conversion Number”) with respect to which the holder shall receive ViewPoint Common Stock (the “Mixed Stock Shares”) and such portion (to be approximately 41.125% in the aggregate) with respect to which the holder shall receive cash (the “Mixed Cash Shares”) for the purposes of allocating the Merger Consideration as specified below, it being the intention that, to the fullest extent possible, subject to all applicable constraints, all Mixed Election Shares shall receive the consideration without regard to the pro rata selection process set forth below. Any Legacy Common Stock with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent an effective, properly completed Election Form on or before 5:00 p.m., Central time, on the fifteenth day following the Mailing Date (or such other time and date as ViewPoint and Legacy may mutually agree) (the “Election Deadline”) shall also be deemed to be “No Election Shares.” (b) ViewPoint shall make available up to two separate Election Forms, or such additional Election Forms as ViewPoint in its sole discretion may permit, to all persons who become holders (or beneficial owners) of Legacy Common Stock between the Election Form Record Date and close of business on the Business Day prior to the Election Deadline in the manner provided in Section 2.1(b)(iv)Deadline, will be deemed to have made the Standard Election. (iii) Braves and Legacy shall cause the appropriate form of election and transmittal materials (provided that Yankees shall have provided its consent to such form, such consent not to be unreasonably withheld or delayed) (the “Transmittal Letter”) to be provided by the Exchange Agent to holders of record of Yankees Shares (other than holders of Yankees Shares subject to Section 1.6(a)(ii) and Section 1.6(a)(iii)) advising such holders of the procedure for exercising their right to make the Election and for providing instructions provide to the Exchange Agent all information reasonably necessary for it to effect perform as specified herein. Legacy acknowledges that no deadlines for mailing Election Forms contained elsewhere in this Agreement shall be applicable to such shareholders and that the transfer and cancellation election requests of Book-Entry Interests in exchange for the consideration payable pursuant to Section 1.6(a)(i)such shareholders need not be honored. (ivc) Any Election set forth in Section 2.1(b)(i) such election shall have been properly made properly only if the Exchange Agent shall have received, actually received a properly completed Election Form by the Election Deadline, a Transmittal Letter . An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and signed indicating indemnification regarding the loss or destruction of such Election. (vCertificates or the guaranteed delivery of such Certificates) representing all shares of Legacy Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any holder of a Yankees Share mayElection Form may be revoked or changed by the person submitting such Election Form at or prior to the Election Deadline. Following the Election Deadline, at any time an Election Form may not be revoked or changed by the person submitting such Election Form. In the event an Election Form is revoked prior to the Election Deadline, change his or her the shares of Legacy Common Stock represented by such Election by Form shall become No Election Shares and ViewPoint shall cause the Certificates to be promptly returned without charge to the person submitting the Election Form upon written notice received by request to that effect from the person who submitted the Election Form. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent prior shall have the sole discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Deadline accompanied by a properly completed Forms, and signed revised Transmittal Letterany decisions of the Exchange Agent regarding such matters shall be binding and conclusive. If Braves shall determine in its reasonable discretion that any Election is not properly made with respect to any Yankees Share (it being understood that no Party Neither ViewPoint nor the Exchange Agent is shall be under any duty obligation to notify any holder person of any such defect)defect in an Election Form. (d) Within five (5) Business Days after the Election Deadline, such unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, ViewPoint shall cause the Exchange Agent to effect the allocation among the holders of Legacy Common Stock of rights to receive the Stock Consideration or the Cash Consideration in the Merger in accordance with the Election shall be deemed to be not in effectForms, subject to Section 2.1(b)(ii2.2(e). (vie) Any holder Notwithstanding any other provision contained in this Agreement, the total number of a Yankees Share may, at any time prior shares of Legacy Common Stock to the Election Deadline, revoke his or her Election by written notice received by the Exchange Agent prior to the Election Deadline. All Elections shall be revoked automatically if the Exchange Agent is notified in writing by Braves that this Agreement has been terminated in accordance with Article VI and will not be subject to Section 2.1(b)(ii). (vii) Braves, in the exercise of its reasonable discretion, shall have converted into the right to make all determinations, receive the Stock Consideration pursuant to Section 2.1 shall not inconsistent with the terms of this Agreement, governing (A) the validity be less than that number equal to approximately 58.875% of the Transmittal Letter total number of shares of Legacy Common Stock issued and compliance by any holder outstanding as of a Yankees Share with the Election procedures set forth herein, and (B) the manner and extent to which Elections are to be taken into account in making the determinations prescribed in Section 1.6(a)(i)Effective Time.

Election Procedures. Each holder of a Yankees Share record of shares of Target Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this Section 2.1(b)Article II, to submit an election (each, an “Election”) in accordance with the following procedures: (ia) Each holder of a Yankees Share Holder may specify in a request made in accordance with the provisions of this Section 2.1(b2.1 (each, an “Election”) whether (i) the number of shares of Target Common Stock owned by such holder elects to receive Holder with respect to each of his or her Yankees Share either which such Holder desires to make a Stock Election and (Aii) the consideration number of shares of Target Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. (b) Before the Effective Time, Buyer shall appoint First-Citizens Bank & Trust Company, pursuant to an agreement (the “Exchange Agent Agreement”), to act as exchange agent (the “Exchange Agent”) hereunder. Buyer shall prepare an election form and other appropriate and customary transmittal materials, including a Letter of Transmittal and Surrender Instruction (each defined below), in a form reasonably acceptable to Target (the “Election Form”), which shall be mailed no more than 40 business days and no less than 20 business days before the anticipated Effective Time or on such earlier date as Target and Buyer shall mutually agree to each Holder as of five business days before the date of such mailing. Each Election Form shall permit such Holder, subject to the allocation and election procedures set forth in this Section 1.6(a)(i)(A2.1, to (i) elect to receive the Cash Consideration for all of the shares of Target Common Stock held by such Holder in accordance with Section 1.4(c), (ii) elect to receive the Stock Consideration for all of such shares in accordance with Section 1.4(c), (iii) elect to receive the Stock Consideration for a part of such Holder’s Target Common Stock and the Cash Consideration for the remaining part of such Holder’s Target Common Stock or (iv) indicate that such Holder has no preference as to the receipt of cash or Buyer Common Stock for such shares (a “Non-Election”). A Holder who holds such shares as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Forms, provided, that each such Election Form covers all of the shares of Target Common Stock held by such Representative for a particular beneficial owner. Any shares of Target Common Stock with respect to which the Holder thereof has not, as of the Election Deadline, made an election by submission to the Exchange Agent of an effective, properly completed Election Form shall be deemed Non-Election Shares. As used in this Agreement, “Letter of Transmittal” means a letter of transmittal to the Exchange Agent, which shall be substantially in such number of Yankees Shares, the “Standard Election”), (B) the consideration set forth in Section 1.6(a)(i)(B) (form and have such Election with respect to such number of Yankees Shares, the “Cash Election”), or (C) the consideration set forth in Section 1.6(a)(i)(C) (such Election with respect to such number of Yankees Shares, the “Stock Election”). (ii) Any holder of a Yankees Share who does not properly make an Election in accordance with the other provisions of this Section 2.1(b), or whose Election is not received as shall be prescribed by the Exchange Agent prior Agreement and which shall specify that delivery of Certificate(s) shall be effected, and risk of loss and title to the Election Deadline in the manner provided in Section 2.1(b)(iv)Certificate(s) shall pass, will be deemed to have made the Standard Election. (iii) Braves shall cause the appropriate form only upon delivery of election and transmittal materials (provided that Yankees shall have provided its consent to such form, such consent not to be unreasonably withheld or delayedCertificate(s) (the “Transmittal Letter”) to be provided by the Exchange Agent to holders or customary affidavits of record loss in lieu of Yankees Shares (other than holders of Yankees Shares subject to Section 1.6(a)(iisuch Certificate(s) and Section 1.6(a)(iiiindemnification regarding the loss or destruction of such Certificate(s)). As used in this Agreement, “Surrender Instructions” means instructions for use in surrendering Certificate(s) advising (or customary affidavits of loss in lieu of such holders Certificates and indemnification regarding the loss or destruction of the procedure for exercising their right to make the Election and for providing instructions to the Exchange Agent to effect the transfer and cancellation of Book-Entry Interests such Certificates) in exchange for the Merger Consideration and any cash in lieu of fractional shares of Buyer Common Stock to be issued or paid in consideration payable therefor in accordance with Section 2.3(f) upon surrender of such Certificate and any dividends or distributions to which the holder is entitled pursuant to Section 1.6(a)(i2.3(c). (iv) Any Election set forth in Section 2.1(b)(i) shall have been made properly only if the Exchange Agent shall have received, by the Election Deadline, a Transmittal Letter properly completed and signed indicating such Election. (v) Any holder of a Yankees Share may, at any time prior to the Election Deadline, change his or her Election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Transmittal Letter. If Braves shall determine in its reasonable discretion that any Election is not properly made with respect to any Yankees Share (it being understood that no Party nor the Exchange Agent is under any duty to notify any holder of any such defect), such Election shall be deemed to be not in effect, subject to Section 2.1(b)(ii). (vi) Any holder of a Yankees Share may, at any time prior to the Election Deadline, revoke his or her Election by written notice received by the Exchange Agent prior to the Election Deadline. All Elections shall be revoked automatically if the Exchange Agent is notified in writing by Braves that this Agreement has been terminated in accordance with Article VI and will not be subject to Section 2.1(b)(ii). (vii) Braves, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing (A) the validity of the Transmittal Letter and compliance by any holder of a Yankees Share with the Election procedures set forth herein, and (B) the manner and extent to which Elections are to be taken into account in making the determinations prescribed in Section 1.6(a)(i).

Election Procedures. Each holder of a Yankees Share shall have the right, subject to the limitations set forth in this Section 2.1(b), to submit an election (each, an “Election”) in accordance with the following procedures: (i) Each holder At or prior to the Effective Time, Central Pacific shall deposit, or shall cause to be deposited, with an exchange agent selected by Central Pacific, with CB Bancshares' prior approval, which shall not be unreasonably withheld (the "Exchange Agent"), for the benefit of a Yankees Share may specify the holders of certificates formerly representing CB Shares, certificates representing shares of Central Pacific Common Stock and any cash and any dividends or other distributions with respect to the Central Pacific Common Stock to be issued or paid pursuant to Sections 3.01(a) and 3.04 in a request made exchange for outstanding CB Shares upon due surrender of the Certificates pursuant to the provisions of this Article III (such cash and certificates for shares of Central Pacific Common Stock, together with the amount of any dividends or other distributions payable with respect thereto, being hereinafter referred to as the "Exchange Fund"). (ii) Subject to allocation and proration in accordance with the provisions of this Section 2.1(b) whether such holder elects to receive with respect to 3.03, each of his or her Yankees Share either (A) the consideration set forth in Section 1.6(a)(i)(A) (such Election with respect to such number of Yankees Shares, the “Standard Election”), (B) the consideration set forth in Section 1.6(a)(i)(B) (such Election with respect to such number of Yankees Shares, the “Cash Election”), or (C) the consideration set forth in Section 1.6(a)(i)(C) (such Election with respect to such number of Yankees Shares, the “Stock Election”). (ii) Any record holder of a Yankees Share who does not properly make an Election in accordance with the provisions of this Section 2.1(b), or whose Election is not received by the Exchange Agent CB Shares (other than Excluded Shares) issued and outstanding immediately prior to the Election Deadline (as defined below) shall be entitled (A) to elect to receive in the manner provided in Section 2.1(b)(ivrespect of each such Share (x) Cash Consideration (a "Cash Election") or (y) Stock Consideration (a "Stock Election"), will be deemed or (B) to have made indicate that such record holder has no preference as to the Standard receipt of Cash Consideration or Stock Consideration for such CB Shares (a "Non-Election"). (iii) Braves Elections pursuant to Section 3.03(b)(ii) shall cause the appropriate be made on a form of election and transmittal materials (provided that Yankees shall have provided its consent to with such form, such consent not other provisions to be unreasonably withheld or delayed) reasonably agreed upon by CB Bancshares and Central Pacific (the “Transmittal Letter”a "Form of Election") to be provided by the Exchange Agent for that purpose to holders of record of Yankees CB Shares (other than holders of Yankees Shares subject Excluded Shares), together with appropriate transmittal materials, at the time of mailing to Section 1.6(a)(ii) and Section 1.6(a)(iii)) advising such holders of record of CB Shares of the procedure for exercising their right Joint Proxy Statement (as defined in Section 6.03) in connection with the shareholders meetings referred to make the Election and for providing instructions in Section 6.02. Elections shall be made by mailing to the Exchange Agent a duly completed Form of Election. To be effective, a Form of Election must be (x) properly completed, signed and submitted to effect the transfer and cancellation of Book-Entry Interests in exchange for the consideration payable pursuant to Section 1.6(a)(i). (iv) Any Election set forth in Section 2.1(b)(i) shall have been made properly only if the Exchange Agent shall have received, at its designated office by 5:00 p.m. on the Election Deadline, a Transmittal Letter properly completed and signed indicating such Election. (v) Any holder of a Yankees Share may, at any time business day that is two trading days prior to the Closing Date (which date shall be publicly announced by Central Pacific as soon as practicable but in no event fewer than 14 days prior to the Closing Date) (the "Election Deadline") and (y) accompanied by the Certificate(s) representing the CB Shares as to which the election is being made (or by an appropriate guarantee of delivery of such Certificate(s) by a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, change his or her Election by written notice received by Inc., provided that such Certificates are in fact delivered to the Exchange Agent prior to within three trading days after the Election Deadline accompanied by a properly completed and signed revised Transmittal Letterdate of execution of such guarantee of delivery). If Braves Central Pacific shall determine in use its reasonable discretion that any Election is not properly made with respect to any Yankees Share (it being understood that no Party nor the Exchange Agent is under any duty to notify any holder of any such defect), such Election shall be deemed to be not in effect, subject to Section 2.1(b)(ii). (vi) Any holder of a Yankees Share may, at any time prior to the Election Deadline, revoke his or her Election by written notice received by the Exchange Agent prior to the Election Deadline. All Elections shall be revoked automatically if the Exchange Agent is notified in writing by Braves that this Agreement has been terminated in accordance with Article VI and will not be subject to Section 2.1(b)(ii). (vii) Braves, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing (A) the validity of the Transmittal Letter and compliance by any holder of a Yankees Share with the Election procedures set forth hereinbest efforts, and (B) the manner and extent to which Elections are to be taken into account in making the determinations prescribed in Section 1.6(a)(i).CB Bancshares shall cooperate

Election Procedures. Each holder of a Yankees Share shall have the right, subject to the limitations set forth in this Section 2.1(b), to submit an election (each, an “Election”) in accordance with the following procedures: (i) Each record holder of a Yankees Share may specify in a request made in accordance with Shares (other than Excluded Shares) issued and outstanding immediately prior to the provisions of this Section 2.1(bElection Deadline (as defined below) whether such holder elects shall be entitled to elect to receive with in respect to of each of his or her Yankees such Share either (Ax) the consideration set forth in Section 1.6(a)(i)(ACommon Consideration (a "Common Election") (such Election with respect to such number of Yankees Shares, the “Standard Election”), (B) the consideration set forth in Section 1.6(a)(i)(B) (such Election with respect to such number of Yankees Shares, the “Cash Election”), or (Cy) Preferred Consideration (a "Preferred Election"). Shares in respect of which no election is made including shares not voted or voted against approval by the consideration set forth Merger (collectively, "Non-Election Shares") shall be deemed to be Shares in Section 1.6(a)(i)(C) (such Election with respect to such number of Yankees Shares, the “Stock Election”)which Common Elections have been made. (ii) Any holder of Elections shall be made on a Yankees Share who does not properly make an Election in accordance form and with the such other provisions of this Section 2.1(b), or whose Election is not received to be reasonably agreed upon by the Exchange Agent prior to the Election Deadline in the manner provided in Section 2.1(b)(iv), will be deemed to have made the Standard Company and Parent (a "Form of Election. (iii) Braves shall cause the appropriate form of election and transmittal materials (provided that Yankees shall have provided its consent to such form, such consent not to be unreasonably withheld or delayed) (the “Transmittal Letter”") to be provided by the Exchange Agent for that purpose to holders of record of Yankees Shares (other than holders of Yankees Shares subject Excluded Shares), together with appropriate transmittal materials, at the time of mailing to Section 1.6(a)(ii) and Section 1.6(a)(iii)) advising such holders of record of Shares of the procedure for exercising their right Prospectus/Proxy Statement (as defined in Section 6.3) in connection with the shareholders meeting referred to make the Election and for providing instructions in Section 6.4. Elections shall be made by mailing to the Exchange Agent a duly completed Form of Election. To be effective, a Form of Election must be (x) properly completed, signed and submitted to effect the transfer and cancellation of Book-Entry Interests in exchange for the consideration payable pursuant to Section 1.6(a)(i). (iv) Any Election set forth in Section 2.1(b)(i) shall have been made properly only if the Exchange Agent shall have receivedat its designated office, by 5:00 p.m., on the Election Deadline, a Transmittal Letter properly completed and signed indicating such Election. (v) Any holder of a Yankees Share may, at any time business day that is two trading days prior to the Election Deadline, change his or her Election Closing Date (which date shall be publicly announced by written notice received by the Exchange Agent Parent as soon as practicable but in no event less than five trading days prior to the Closing Date) (the "Election Deadline Deadline") and (y) accompanied by the Certificate(s) representing the Shares as to which the election is being made (or by an appropriate guarantee of delivery of such Certificate(s) by a properly completed and signed revised Transmittal Letter. If Braves shall determine commercial bank or trust company in its reasonable discretion the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided that any Election is not properly made with respect such Certificates are in fact delivered to any Yankees Share (it being understood that no Party nor the Exchange Agent is under any duty to notify any holder of any such defect), such Election shall be deemed to be not in effect, subject to Section 2.1(b)(ii). (vi) Any holder of a Yankees Share may, at any time prior to the Election Deadline, revoke his or her Election by written notice received by the Exchange Agent prior to the Election Deadline. All Elections shall be revoked automatically if the Exchange Agent is notified in writing by Braves that this Agreement has been terminated in accordance with Article VI and will not be subject to Section 2.1(b)(ii). (vii) Braves, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing (A) the validity of the Transmittal Letter and compliance by any holder of a Yankees Share with the Election procedures set forth herein, and (B) the manner and extent to which Elections are to be taken into account in making the determinations prescribed in Section 1.6(a)(i).Agent