Common use of Election Procedures Clause in Contracts

Election Procedures. (a) An election form and letter of transmittal in such form as EMERALD and MBCN shall mutually agree (hereinafter referred to as the “ELECTION FORM”) shall be mailed to each holder of EMERALD common shares, along with the PROXY STATEMENT/PROSPECTUS (as defined in Section 6.02 of this AGREEMENT) and related proxy materials for the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders. The shareholders of EMERALD entitled to receive the ELECTION FORM shall be those shareholders of record as of the record date fixed for the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders. EMERALD and MBCN shall also establish a deadline for receipt of such ELECTION FORMS (hereinafter referred to as the “ELECTION DEADLINE”), which deadline shall be the close of business on the date of the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders, unless MBCN elects to establish a later ELECTION DEADLINE not later than the close of business on the last day that EMERALD shareholders are permitted to give notice of their exercise of statutory dissenters’ rights. MBCN shall also use commercially reasonable efforts to provide the ELECTION FORM to shareholders of record who become record shareholders after the record date and before the ELECTION DEADLINE. (b) Each ELECTION FORM shall entitle the holder of EMERALD common shares (i) to elect to receive the CASH CONSIDERATION for all of such holder’s shares (hereinafter referred to as a “CASH ELECTION”), (ii) to elect to receive the STOCK CONSIDERATION for all of such holder’s shares (hereinafter referred to as a “STOCK ELECTION”), (iii) to elect to receive the CASH CONSIDERATION with respect to some of such holder’s shares and the STOCK CONSIDERATION with respect to such holder’s remaining shares (hereinafter referred to as a “MIXED ELECTION”), or (iv) to indicate that such holder has no preference concerning the receipt of the CASH CONSIDERATION or the STOCK CONSIDERATION (hereinafter referred to as a “NON-ELECTION”). EMERALD common shares for which the CASH CONSIDERATION is elected pursuant to a CASH ELECTION or a MIXED ELECTION are referred to herein as “CASH ELECTION SHARES.” EMERALD common shares for which the STOCK CONSIDERATION is elected pursuant to a STOCK ELECTION or a MIXED ELECTION are referred to herein as “STOCK ELECTION SHARES.” EMERALD common shares for which the NON-ELECTION is the made, and EMERALD common shares for which no election is made by the holder by the ELECTION DEADLINE (excluding DISSENTING SHARES, as defined in Section 2.10 of this AGREEMENT) are referred to herein as “NON-ELECTION SHARES.” (c) An election shall be considered to have been validly made by a holder of EMERALD common shares only if, on or before 5:00 p.m., local time, on the ELECTION DEADLINE, MBCN or the EXCHANGE AGENT (as defined below), as applicable, shall have received an ELECTION FORM properly completed and executed by such holder, accompanied by either (i) one or more certificates (a “CERTIFICATE”) representing the EMERALD common shares as to which such election is being made, duly endorsed in blank or otherwise in form acceptable for transfer on the books of EMERALD, or containing an appropriate guaranty of delivery in the form customarily used in transactions of this nature from a member of a national securities exchange or a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company in the United States, or (ii) with respect to a CERTIFICATE that has been lost, stolen, or destroyed, the affidavit and, if required, bond required under Section 2.06(g) of this AGREEMENT. Subject to the terms of this AGREEMENT and the ELECTION FORM, MBCN 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. Any good faith decisions of MBCN regarding such matters shall be binding and conclusive. (d) A holder of EMERALD common shares that is a bank, trust company, security broker-dealer or other recognized nominee, may submit one or more ELECTION FORMS for the persons for whom it holds shares as nominee provided that such bank, trust company, security broker-dealer or nominee certifies to the satisfaction of EMERALD and MBCN the names of the persons for whom it is so holding shares (hereinafter referred to as the “BENEFICIAL OWNERS”). In such case, each BENEFICIAL OWNER for whom an ELECTION FORM is submitted shall be treated as a separate owner for purposes of the election procedure and allocation of shares set forth in this ARTICLE TWO. (e) Any holder of EMERALD common shares may at any time before the ELECTION DEADLINE withdraw such holder’s election and either (i) submit a new ELECTION FORM in accordance with the procedures in this Section 2.04 or (ii) withdraw the CERTIFICATE or CERTIFICATES for EMERALD common shares deposited therewith by providing written notice that is received by MBCN or the EXCHANGE AGENT, as applicable, by 5:00 p.m., local time, on the business day prior to the ELECTION DEADLINE. ELECTIONS may be similarly revoked if this AGREEMENT is terminated.

Election Procedures. (a) An Subject to the allocation and election form procedures set forth in this Section 2.2, each record holder (or beneficial owner through appropriate and letter customary documentation and instructions) immediately prior to the Effective Time of transmittal in such form as EMERALD and MBCN shall mutually agree (hereinafter referred to as the “ELECTION FORM”) shares of Target Common Stock shall be mailed to each holder of EMERALD common shares, along with the PROXY STATEMENT/PROSPECTUS (as defined in Section 6.02 of this AGREEMENT) and related proxy materials for the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders. The shareholders of EMERALD entitled to receive the ELECTION FORM shall be those shareholders of record as of the record date fixed for the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders. EMERALD and MBCN shall also establish a deadline for receipt of such ELECTION FORMS (hereinafter referred to as the “ELECTION DEADLINE”), which deadline shall be the close of business on the date of the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders, unless MBCN elects to establish a later ELECTION DEADLINE not later than the close of business on the last day that EMERALD shareholders are permitted to give notice of their exercise of statutory dissenters’ rights. MBCN shall also use commercially reasonable efforts to provide the ELECTION FORM to shareholders of record who become record shareholders after the record date and before the ELECTION DEADLINE. (b) Each ELECTION FORM shall entitle the holder of EMERALD common shares either (i) to elect to receive the CASH CONSIDERATION Cash Consideration for all each such share of such holder’s shares Target Common Stock (hereinafter referred to as a “CASH ELECTION”"Cash Election Shares"), or (ii) to elect to receive the STOCK CONSIDERATION Stock Consideration for all each such share of such holder’s shares Target Common Stock (hereinafter referred to as a “STOCK ELECTION”), (iii) to elect to receive the CASH CONSIDERATION with respect to some of such holder’s shares and the STOCK CONSIDERATION with respect to such holder’s remaining shares (hereinafter referred to as a “MIXED ELECTION”"Stock Election Shares"), or (iviii) to indicate that such record holder has no preference concerning as to the receipt of the CASH CONSIDERATION cash or the STOCK CONSIDERATION Purchaser Common Shares for each such share of Target Common Stock (hereinafter referred to as a “NON"Non-ELECTION”Election Shares"). EMERALD common All such elections shall be made on a form furnished by Purchaser for that purpose (a "Form of Election") and reasonably satisfactory to Target. If more than one Certificate shall be surrendered for the account of the same holder, the number of Purchaser Common Shares, if any, to be issued to such holder in exchange for the certificates representing the shares of Target Common Stock (the "Certificates") which have been surrendered shall be computed on the basis of the aggregate number of shares of Target Common Stock represented by all of the Certificates surrendered for which the CASH CONSIDERATION is elected pursuant to account of such holder. Holders of record of shares of Target Common Stock who hold such shares as nominees, trustees or in other representative capacities (each, a CASH ELECTION or "Representative") may submit multiple Forms of Election, provided that such Representative certifies that each such Form of Election covers all shares of Target Common Stock held by such Representative for a MIXED ELECTION are referred to herein as “CASH ELECTION SHARESparticular beneficial owner.” EMERALD common shares for which the STOCK CONSIDERATION is elected pursuant to a STOCK ELECTION or a MIXED ELECTION are referred to herein as “STOCK ELECTION SHARES.” EMERALD common shares for which the NON-ELECTION is the made, and EMERALD common shares for which no election is made by the holder by the ELECTION DEADLINE (excluding DISSENTING SHARES, as defined in Section 2.10 of this AGREEMENT) are referred to herein as “NON-ELECTION SHARES.” (cb) An election Not later than the 25th business day prior to the anticipated Effective Date or such date as the parties agree in writing, Purchaser shall be considered mail a Form of Election and a letter of transmittal to have been validly made by a holder record holders of EMERALD common shares only if, on or before 5:00 p.m., local time, on Target Common Stock as of the ELECTION DEADLINE, MBCN or record date for the EXCHANGE AGENT Target Stockholders Meeting (as defined below). Elections shall be made by holders of shares of Target Common Stock by delivering the Form of Election to Harr▇▇ ▇▇▇st and Savings Bank, or such other bank or trust company designated by Purchaser and who is reasonably satisfactory to Target (the "Exchange Agent"). To be effective, a Form of Election must be properly completed, signed and submitted to the Exchange Agent by 5:00 p.m. (New York City time) on the last business day prior to the date of the Target Stockholders Meeting (as applicabledefined below) or such other time and date as Purchaser and Target may mutually agree (the "Election Deadline"), shall have received an ELECTION FORM properly completed and executed by such holder, accompanied by either (i1)(x) one or more certificates (a “CERTIFICATE”) representing the EMERALD common shares Certificates as to which such the election is being made, duly endorsed in blank made or otherwise in form acceptable for transfer on the books of EMERALD, or containing (y) an appropriate guaranty guarantee of delivery of such Certificates as set forth in the form customarily used in transactions such Form of this nature Election from a firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc., Inc. or a commercial bank or trust company having an office or correspondent in the United States, or (ii) with respect to a CERTIFICATE that has been lost, stolen, or destroyed, the affidavit and, if required, bond required under Section 2.06(g) of this AGREEMENT. Subject provided such Stock Certificates are in fact delivered to the terms Exchange Agent within three New York Stock Exchange ("NYSE") trading days after the date of this AGREEMENT execution of such guarantee of delivery (a "Guarantee of Delivery") and (2) a properly completed and signed letter of transmittal. Failure to deliver Certificates covered by any Guarantee of Delivery within three NYSE trading days after the ELECTION FORMdate of execution of such Guarantee of Delivery shall be deemed to invalidate any otherwise properly made election. Purchaser will have the discretion, MBCN shall have reasonable discretion which it may delegate in whole or in part to the Exchange Agent, to determine whether any election, revocation, or change has Forms of Election have been properly completed, signed and submitted or timely made revoked and to disregard immaterial defects in any ELECTION FORMForms of Election. Any The good faith decisions decision of MBCN regarding Purchaser (or the Exchange Agent) in such matters shall be conclusive and binding. Neither Purchaser 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. The Exchange Agent shall also make all computations contemplated by Section 2.2(c) and all such computations shall be conclusive and binding on the Target Stockholders in the absence of manifest error. Any Form of Election may be changed or revoked prior to the Election Deadline. In the event a Form of Election is revoked prior to the Election Deadline, Purchaser shall, or shall cause the Exchange Agent to, cause the Certificates representing the shares of Target Common Stock covered by such Form of Election to be promptly returned without charge to the person submitting the Form of Election upon written request to that effect from such person. For purposes hereof, if a Target Stockholder does not submit a Form of Election which is received by the Exchange Agent prior to the Election Deadline (including a holder who submits and conclusivethen revokes his or her Form of Election and does not resubmit a Form of Election which is timely received by the Exchange Agent), or if a Target Stockholder submits a Form of Election without the corresponding Certificates or a Guarantee of Delivery, then such Target Stockholder's shares of Target Common Stock shall be deemed to be Non-Election Shares. If any Form of Election is defective in any manner that the Exchange Agent cannot reasonably determine the election preference of the stockholder submitting such Form of Election, the purported election set forth therein shall be deemed to be of no force and effect and then such Target Stockholder's shares of Target Common Stock shall, for purposes hereof, be deemed to be Non-Election Shares. (dc) A holder Within five business days after the Election Deadline (the "Measurement Date"), the Exchange Agent shall effectuate the allocation among holders of EMERALD common shares that is a bank, trust company, security broker-dealer Target Common Stock of rights to receive Purchaser Common Shares or other recognized nominee, may submit one or more ELECTION FORMS for cash in the persons for whom it holds shares as nominee provided that such bank, trust company, security broker-dealer or nominee certifies to the satisfaction of EMERALD and MBCN the names of the persons for whom it is so holding shares (hereinafter referred to as the “BENEFICIAL OWNERS”). In such case, each BENEFICIAL OWNER for whom an ELECTION FORM is submitted shall be treated as a separate owner for purposes of the election procedure and allocation of shares set forth in this ARTICLE TWO. (e) Any holder of EMERALD common shares may at any time before the ELECTION DEADLINE withdraw such holder’s election and either (i) submit a new ELECTION FORM Merger in accordance with the procedures Forms of Election as follows: (i) If the number of Stock Election Shares is less than or equal to 3,846,154 (the "Stock Conversion Number"), then: (1) all Stock Election Shares will be converted into the right to receive Purchaser Common Shares, (2) the Exchange Agent will select first from among the Non-Election Shares by a random selection process as shall be mutually determined by Purchaser and Target as shall be further described in this Section 2.04 the Election Form, then (if necessary) will allocate pro rata from among the Cash Election Shares (provided that each holder of such Cash Election Shares holds 1,000 or more shares of Target Common Stock), and then (if necessary) will allocate pro rata from among the remaining Cash Election Shares, a sufficient number of such shares ("Stock Designated Shares") such that the number of Stock Designated Shares will, when added to the number of Stock Election Shares, equal as closely as practicable the Stock Conversion Number, and all Stock Designated Shares will be converted into the right to receive Purchaser Common Shares, and (3) the Cash Election Shares (subject to the provisions of Sections 2.1(e) and (f) with respect to any Dissenting Shares) and the Non-Election Shares which are not Stock Designated Shares will be converted into the right to receive cash; or (ii) withdraw If the CERTIFICATE or CERTIFICATES for EMERALD common number of Stock Election Shares is greater than the Stock Conversion Number, then: (1) the Exchange Agent will allocate pro rata first from among the Stock Election Shares (provided that each holder of such Stock Election Shares holds less than 1,000 shares deposited therewith by providing written notice of Target Common Stock) and then (if necessary) will allocate pro rata from among the remaining Stock Election Shares, a sufficient number of such shares ("Cash Designated Shares") such that when the number of Cash Designated Shares is received by MBCN or subtracted from the EXCHANGE AGENTnumber of Stock Election Shares, the remaining Stock Election Shares will equal as applicableclosely as practicable the Stock Conversion Number and all such remaining Stock Election Shares will be converted into the right to receive Purchaser Common Shares, by 5:00 p.m.and (2) the Cash Election Shares, local timeNon-Election Shares, on and Cash Designated Shares will be converted into the business day prior right to the ELECTION DEADLINE. ELECTIONS may be similarly revoked if this AGREEMENT is terminatedreceive cash.

Election Procedures. Each holder of record of Shares that were converted into the right to receive the Merger Consideration pursuant to Section 2.1 (each, a “Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures (an “Election”): (a) An election Parent shall prepare a form and letter of transmittal in such form as EMERALD and MBCN shall mutually agree reasonably acceptable to the Company (hereinafter referred to as the “ELECTION FORMForm of Election”) which shall be mailed to each holder of EMERALD common shares, along with Holders so as to permit Holders to exercise their right to make an Election prior to the PROXY STATEMENT/PROSPECTUS Election Deadline. (as defined in Section 6.02 of this AGREEMENTb) and related proxy materials for the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders. The shareholders of EMERALD entitled to receive the ELECTION FORM Parent shall be those shareholders of record as of the record date fixed for the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders. EMERALD and MBCN shall also establish a deadline for receipt of such ELECTION FORMS (hereinafter referred to as the “ELECTION DEADLINE”), which deadline shall be the close of business on the date of the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders, unless MBCN elects to establish a later ELECTION DEADLINE not later than the close of business on the last day that EMERALD shareholders are permitted to give notice of their exercise of statutory dissenters’ rights. MBCN shall also use commercially reasonable efforts to provide cause the ELECTION FORM Form of Election to shareholders of record who become record shareholders be sent to Holders as soon as reasonably practicable (and in no event later than five (5) business days) after the record date mailing of the Proxy Statements/Prospectus and before to make available as promptly as reasonably practicable following a request therefor a Form of Election to any Holder who requests such Form of Election following the ELECTION DEADLINEinitial mailing of the Forms of Election and prior to the Election Deadline. (bc) Each ELECTION FORM Form of Election shall entitle permit Holders (or in the holder case of EMERALD common shares nominee record holders, the beneficial owner through proper instructions and documentation) to (i) to elect to receive the CASH CONSIDERATION Cash Consideration for all or a portion of such holder’s shares (hereinafter referred to as a “CASH ELECTIONCash Election”), (ii) to elect to receive the STOCK CONSIDERATION Stock Consideration for all or a portion of such holder’s shares (hereinafter referred to as a “STOCK ELECTION”), (iii) to elect to receive the CASH CONSIDERATION with respect to some of such holder’s shares and the STOCK CONSIDERATION with respect to such holder’s remaining shares (hereinafter referred to as a “MIXED ELECTIONStock Election”), or (iviii) make no election with respect to indicate that such holder has no preference concerning the receipt of the CASH CONSIDERATION Cash Consideration or the STOCK CONSIDERATION Stock Consideration; provided, however, that, notwithstanding any other provision of this Agreement to the contrary, a number of Shares issued and outstanding immediately prior to the Effective Time (hereinafter referred the “Stock Conversion Number”) shall be converted into the Stock Consideration so that 8,000,000 shares of Parent Common Stock are issued in the Merger and the remaining Shares issued and outstanding immediately prior to as a the Effective Time shall be converted into the Cash Consideration (the “NON-ELECTIONCash Consideration Number”). EMERALD common shares for Shares as to which a Cash Election has been made and Shares that constitute Dissenting Shares as of the CASH CONSIDERATION is elected pursuant to a CASH ELECTION or a MIXED ELECTION Election Deadline are referred to herein as “CASH ELECTION SHARESCash Election Shares.” EMERALD common shares for Shares as to which the STOCK CONSIDERATION is elected pursuant to a STOCK ELECTION or a MIXED ELECTION Stock Election has been made are referred to herein as “STOCK ELECTION SHARESStock Election Shares.” EMERALD common shares for which the NON-ELECTION is the made, and EMERALD common shares for Shares as to which no election has been made (or as to which a Form of Election is made by the holder by the ELECTION DEADLINE (excluding DISSENTING SHARES, as defined not properly completed and returned in Section 2.10 of this AGREEMENTa timely fashion) are referred to herein as “NONNon-ELECTION SHARESElection Shares.”” The aggregate number of Shares with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.” For the avoidance of doubt, if a Holder does not submit a properly completed Form of Election in a timely fashion, the Shares held by such Holder shall be designated Non-Election Shares. (cd) An election Any Election shall have been made properly only if the Person authorized to receive Elections and to act as exchange agent in connection with the transactions contemplated by this Agreement, which Person shall be considered selected by Parent and reasonably acceptable to have been validly made by a holder of EMERALD common shares only if, on or before 5:00 p.m., local time, on the ELECTION DEADLINE, MBCN or Company (the EXCHANGE AGENT (as defined below“Exchange Agent”), as applicablepursuant to an agreement reasonably acceptable to Parent and the Company entered into prior to the mailing of the Form of Election to Holders (the “Exchange Agent Agreement”), shall have received an ELECTION FORM received, by the Election Deadline, a Form of Election properly completed and executed by such holdersigned and accompanied by, accompanied by either (i) one or more in the case of physical certificates (a “CERTIFICATE”) representing the EMERALD common shares as Shares, Certificates to which such election is being made, duly endorsed in blank Form of Election relates or otherwise in form acceptable for transfer on the books of EMERALD, or containing by an appropriate guaranty customary guarantee of delivery of such Certificates, as set forth in the form customarily used in transactions such Form of this nature Election, from a member of a any registered national securities exchange or a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company in the United States; provided that such Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver physical certificates representing Shares covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, or unless otherwise determined by Parent, in its reasonable discretion. For uncertificated Shares held in book entry form (iia “Book-Entry Share”), Parent shall establish Election procedures for such Shares, which procedures shall be reasonably acceptable to the Company. In the event that a Holder has provided a notice of intent to demand payment (a “Notice of Dissenter’s Intent”) with respect pursuant to a CERTIFICATE Section 13.21 of the MBCA, any Election submitted by such Holder (unless such Notice of Dissenter’s Intent shall have been withdrawn prior to the Election Deadline) shall be deemed invalid. (e) As used herein, unless otherwise agreed in writing by Parent and the Company, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date that has been lostis three (3) business days prior to, stolen, or destroyedbut not including, the affidavit and, if required, bond required under Section 2.06(gClosing Date. (f) of this AGREEMENT. Subject to the terms of this AGREEMENT the Exchange Agent Agreement, if Parent shall determine in its reasonable discretion that any Election is not properly made with respect to any Shares (neither Parent nor the Company nor the Exchange Agent being under any duty to notify any Holder of any such defect), such Election shall be deemed to be not in effect, and the ELECTION FORMShares covered by such Election shall, MBCN shall have reasonable discretion for purposes hereof, be deemed to determine whether any electionbe Non-Election Shares, revocation, or change has been properly or timely unless a proper Election is thereafter made and prior to disregard immaterial defects in any ELECTION FORM. Any good faith decisions of MBCN regarding such matters shall be binding and conclusivethe Election Deadline. (dg) A holder of EMERALD common shares that is a bank, trust company, security broker-dealer or other recognized nominee, may submit one or more ELECTION FORMS for the persons for whom it holds shares as nominee provided that such bank, trust company, security broker-dealer or nominee certifies Subject to the satisfaction of EMERALD and MBCN the names terms of the persons for whom it is so holding shares (hereinafter referred Exchange Agent Agreement, Parent, in the exercise of its reasonable discretion, shall have the right to as make all determinations, not inconsistent with the “BENEFICIAL OWNERS”). In such caseterms of this Agreement, each BENEFICIAL OWNER for whom an ELECTION FORM is submitted shall be treated as a separate owner for purposes of the election procedure and allocation of shares set forth in this ARTICLE TWO. (e) Any holder of EMERALD common shares may at any time before the ELECTION DEADLINE withdraw such holder’s election and either governing (i) submit a new ELECTION FORM in accordance the validity of the Forms of Election and compliance by any Holder with the Election procedures in this Section 2.04 or set forth herein, (ii) withdraw the CERTIFICATE or CERTIFICATES manner and extent to which Elections are to be taken into account in making the determinations prescribed by Section 2.2, (iii) the issuance and delivery of shares of Parent Common Stock into which Shares are converted in the Merger and (iv) the method of payment of cash for EMERALD common Shares converted into the right to receive the Cash Consideration and cash in lieu of fractional shares deposited therewith by providing written notice that is received by MBCN or the EXCHANGE AGENT, as applicable, by 5:00 p.m., local time, on the business day prior to the ELECTION DEADLINE. ELECTIONS may be similarly revoked if this AGREEMENT is terminatedof Parent Common Stock.

Election Procedures. (a) Holders of shares of Seller Common Stock may elect to receive shares of Buyer Common Stock or cash (in either case without interest) in exchange for their shares of Seller Common Stock in accordance with the procedures set forth in this Section 2.2. Shares of Seller Common Stock as to which a Cash Election (including, pursuant to a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of Seller Common Stock as to which a Stock Election has been made (including, pursuant to a Mixed Election) are referred to as “Stock Election Shares.” Shares of Seller Common Stock as to which no election has been made (or as to which an Election Form is not returned properly completed) are referred to herein as “Non-Election Shares.” (b) An election form and letter other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of transmittal loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent), in such form as EMERALD Seller and MBCN Buyer shall mutually agree (hereinafter referred to as the “ELECTION FORMElection Form”) ), shall be mailed on the same date as the Proxy Statement/Prospectus (as defined herein) is mailed to shareholders of Seller (the “Mailing Date”) to each holder of EMERALD common shares, along with record of Seller Common Stock eligible to vote at the PROXY STATEMENT/PROSPECTUS Seller Stockholders’ Meeting (as defined in Section 6.02 of this AGREEMENT) and related proxy materials for the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders. The shareholders of EMERALD entitled to receive the ELECTION FORM shall be those shareholders of record as of the record date fixed for the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders. EMERALD and MBCN shall also establish a deadline for receipt of such ELECTION FORMS (hereinafter referred to as the “ELECTION DEADLINEElection Form Record Date”). Each Election Form shall permit such holder, which deadline shall be subject to the close of business on the date of the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholdersallocation and election procedures set forth in this Section 2.2, unless MBCN elects to establish a later ELECTION DEADLINE not later than the close of business on the last day that EMERALD shareholders are permitted to give notice of their exercise of statutory dissenters’ rights. MBCN shall also use commercially reasonable efforts to provide the ELECTION FORM to shareholders of record who become record shareholders after the record date and before the ELECTION DEADLINE. (b) Each ELECTION FORM shall entitle the holder of EMERALD common shares (i) to elect to receive the CASH CONSIDERATION Cash Consideration for all of the shares of Seller Common Stock held by such holder’s shares (hereinafter referred to as a “CASH ELECTION”, in accordance with Section 2.1(c)(1), (ii) to elect to receive the STOCK CONSIDERATION Stock Consideration for all of such holder’s shares (hereinafter referred to as a “STOCK ELECTION”shares, in accordance with Section 2.1(c)(2), (iii) to elect to receive the CASH CONSIDERATION with respect to some Stock Consideration for a certain number of such holder’s shares and the STOCK CONSIDERATION with respect to Cash Consideration for all other shares of such holder’s remaining shares (hereinafter referred to as a “MIXED ELECTIONMixed Election”) (all such shares together, the “Mixed Election Shares”), or (iv) to indicate that such record holder has no preference concerning as to the receipt of the CASH CONSIDERATION cash or the STOCK CONSIDERATION Buyer Common Stock for such shares. A holder of record of shares of Seller Common Stock who holds such shares as nominee, trustee or in another representative capacity (hereinafter referred to as a “NON-ELECTIONStockholder Representative”)) may submit multiple Election Forms, provided that each such Election Form covers all the shares of Seller Common Stock held by such Stockholder Representative for a particular beneficial owner. EMERALD common Any shares for of Seller Common Stock with respect to which the CASH CONSIDERATION is elected pursuant to a CASH ELECTION or a MIXED ELECTION are referred to herein as “CASH ELECTION SHARES.” EMERALD common shares for which the STOCK CONSIDERATION is elected pursuant to a STOCK ELECTION or a MIXED ELECTION are referred to herein as “STOCK ELECTION SHARES.” EMERALD common shares for which the NON-ELECTION is the made, and EMERALD common shares for which no election is made by the holder by the ELECTION DEADLINE (excluding DISSENTING SHARESthereof shall not, as of the Election Deadline (as defined in Section 2.10 herein), have made an election by submission to the Exchange Agent of this AGREEMENT) are referred to herein as “NONan effective, properly completed Election Form shall be deemed Non-ELECTION SHARESElection Shares.” (c) An election To be effective, a properly completed Election Form shall be considered submitted to have been validly made by a holder of EMERALD common shares only if, the Exchange Agent on or before 5:00 p.m., local New York City time, on the ELECTION DEADLINE25th day following the Mailing Date (or such other time and date as Buyer and Seller may mutually agree) (the “Election Deadline”); provided, MBCN however, that the Election Deadline may not occur on or after the Closing Date. Seller shall use its reasonable best efforts to make available up to two separate Election Forms, or such additional Election Forms as Buyer may permit, to all persons who become holders (or beneficial owners) of Seller Common Stock between the Election Form Record Date and the close of business on the business day prior to the Election Deadline. Seller shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the EXCHANGE AGENT (as defined below), as applicable, shall have received an ELECTION FORM properly completed and executed guaranteed delivery of such Certificates) representing all shares of Seller Common Stock covered by such holderElection Form, accompanied by together with duly executed transmittal materials included with the Election Form. If a Seller stockholder either (i) one or more certificates (does not submit a “CERTIFICATE”) representing the EMERALD common shares as to which such election is being made, duly endorsed properly completed Election Form in blank or otherwise in form acceptable for transfer on the books of EMERALD, or containing an appropriate guaranty of delivery in the form customarily used in transactions of this nature from a member of a national securities exchange or a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company in the United States, timely fashion or (ii) with respect revokes its Election Form prior to the Election Deadline (without later submitting a CERTIFICATE that has been lost, stolen, or destroyedproperly completed Election Form prior to the Election Deadline), the affidavit and, shares of Seller Common Stock held by such stockholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if required, bond required under Section 2.06(g) such notice of this AGREEMENTrevocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. Buyer shall cause the Certificate or Certificates relating to any revoked Election Form to be promptly returned without charge to the person submitting the Election Form to the Exchange Agent. Subject to the terms of this AGREEMENT Agreement and of the ELECTION FORMElection Form, MBCN the Exchange Agent shall have reasonable discretion to determine whether when any election, revocationmodification or revocation is received and whether any such election, modification or change revocation has been properly made. All Elections (whether Cash, Stock or timely made and to disregard immaterial defects in any ELECTION FORM. Any good faith decisions of MBCN regarding such matters Mixed) shall be binding and conclusiverevoked automatically if the Exchange Agent is notified in writing by Buyer or Seller, upon exercise by Buyer or Seller of its respective or their mutual rights to terminate this Agreement to the extent provided under Article 10, that this Agreement has been terminated in accordance with Article 10. (d) A holder Notwithstanding any other provision contained in this Agreement, in no event will the number of EMERALD common shares that is a bankCash Election Shares be converted into the Cash Consideration if this would result in the amount of cash paid exceeding the Aggregate Cash Consideration. For purposes of this Agreement, trust company, security broker-dealer or other recognized nominee, may submit one or more ELECTION FORMS the term “Aggregate Cash Consideration” means $7,252,066 including all amounts paid in cash for the persons Options Consideration pursuant to Section 2.3(a) if any and for whom it holds shares as nominee provided that such bank, trust company, security broker-dealer or nominee certifies held by the ESOP pursuant to Section 6.3(h) which have not been allocated to the satisfaction accounts of EMERALD and MBCN the names participants. All of the persons for whom it is so holding other shares (hereinafter referred to as the “BENEFICIAL OWNERS”). In such case, each BENEFICIAL OWNER for whom an ELECTION FORM is submitted of Seller Common Stock shall be treated as a separate owner for purposes of converted into the election procedure and allocation of shares set forth in this ARTICLE TWOStock Consideration. (e) Any If the number of Cash Election Shares times the Cash Consideration is less than the Aggregate Cash Consideration, then: (1) all Cash Election Shares shall be converted into the right to receive cash, (2) Non-Election Shares shall then be deemed to be Cash Election Shares to the extent necessary to have the total number of Cash Election Shares times the Cash Consideration equal the Aggregate Cash Consideration. If less than all of the Non-Election Shares need to be treated as Cash Election Shares, then the Exchange Agent shall select which Non-Election Shares shall be treated as Cash Election Shares in such manner as the Exchange Agent shall determine, and all remaining Non-Election Shares shall thereafter be treated as Stock Election Shares, (3) If all of the Non-Election Shares are treated as Cash Election Shares under the preceding subsection and the total number of Cash Election Shares times the Cash Consideration is less than the Aggregate Cash Consideration, then the Exchange Agent shall convert on a pro rata basis as described below a sufficient number of Stock Election Shares into Cash Election Shares (“Reallocated Cash Shares”) such that the sum of the number of Cash Election Shares plus the number of Reallocated Cash Shares times the Cash Consideration equals the Aggregate Cash Consideration, and all Reallocated Cash Shares will be converted into the right to receive the Cash Consideration, and (4) the Stock Election Shares which are not Reallocated Cash Shares shall be converted into the right to receive the Stock Consideration. (f) If the number of Cash Election Shares times the Cash Consideration is greater than the Aggregate Cash Consideration, then: (1) all Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Stock Consideration, (2) the Exchange Agent shall convert on a pro rata basis as described below a sufficient number of Cash Election Shares (“Reallocated Stock Shares”) such that the number of remaining Cash Election Shares times the Cash Consideration equals the Aggregate Cash Consideration, and all Reallocated Stock Shares shall be converted into the right to receive the Stock Consideration, and (3) the Cash Election Shares which are not Reallocated Stock Shares shall be converted into the right to receive the Cash Consideration. (g) If the number of Cash Election Shares times the Cash Consideration is equal to the Aggregate Cash Consideration, then subparagraphs (d)(i) and (ii) above shall not apply and all Non-Election Shares and all Stock Election Shares will be converted into the right to receive the Stock Consideration. (h) In the event that the Exchange Agent is required to convert some Stock Election Shares into Reallocated Cash Shares, each holder of EMERALD common shares may at any time before Stock Election Shares shall be allocated a pro rata portion of the ELECTION DEADLINE withdraw such holder’s election and either total Reallocated Cash Shares. In the event the Exchange Agent is required to convert some Cash Election Shares into Reallocated Stock Shares, each holder of Cash Election Shares shall be allocated a pro rata portion of the total Reallocated Stock Shares. (i) submit Notwithstanding any other provision hereof, no fractional shares of Buyer Common Stock and no certificates or scrip therefor, or other evidence of ownership thereof, will be issued in the Merger. Instead, Buyer will pay to each holder of Seller Common Stock who would otherwise be entitled to a new ELECTION FORM fractional share of Buyer Common Stock (after taking into account all Old Certificates delivered by such holder) an amount in accordance with cash (without interest) determined by multiplying such fraction of a share of Buyer Common Stock by the procedures in this Section 2.04 or (ii) withdraw average of the CERTIFICATE or CERTIFICATES for EMERALD common shares deposited therewith by providing written notice that is received by MBCN or the EXCHANGE AGENTclosing sale prices of Buyer Common Stock, as applicable, by 5:00 p.m., local time, reported on The Nasdaq Stock Market for the twenty consecutive trading days ending on the business day immediately prior to the ELECTION DEADLINE. ELECTIONS may Closing Date; provided, however, that in the event Buyer Common Stock does not trade on one or more of the trading days in such period, any such date shall be similarly revoked if this AGREEMENT is terminateddisregarded in computing the average closing sales price and the average shall be based upon the closing sales prices and number of days on which Buyer Common Stock actually traded during such period. (j) Within five business days after the Effective Time of the Merger, Buyer shall cause the Exchange Agent to effect the allocation of the Cash Consideration and the Stock Consideration among holders of Seller Common Stock and to distribute the Merger Consideration as set forth herein.

Election Procedures. (a) An election form (an “Election Form”) shall be mailed with the Proxy Statement-Prospectus (or on such later date as HeritageBanc may request) to each holder of record of shares of HeritageBanc Common Stock as of the record date for the meeting of holders of HeritageBanc Common Stock called for the purpose of considering and letter acting upon this Agreement and the Contemplated Transactions. The date the Election Form is mailed to shareholders of transmittal in such form as EMERALD and MBCN shall mutually agree (hereinafter HeritageBanc is referred to as the “ELECTION FORMMailing Date.”) shall be mailed to each holder of EMERALD common shares, along with the PROXY STATEMENT/PROSPECTUS (as defined in Section 6.02 of this AGREEMENT) and related proxy materials for the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders. The shareholders of EMERALD entitled to receive the ELECTION FORM shall be those shareholders of record as of the record date fixed for the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders. EMERALD and MBCN shall also establish a deadline for receipt of such ELECTION FORMS (hereinafter referred to as the “ELECTION DEADLINE”), which deadline shall be the close of business on the date of the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders, unless MBCN elects to establish a later ELECTION DEADLINE not later than the close of business on the last day that EMERALD shareholders are permitted to give notice of their exercise of statutory dissenters’ rights. MBCN shall also use commercially reasonable efforts to provide the ELECTION FORM to shareholders of record who become record shareholders after the record date and before the ELECTION DEADLINE. (b) Each ELECTION FORM Election Form shall entitle the holder of EMERALD common shares of HeritageBanc Common Stock (or the beneficial owner through appropriate and customary documentation and instructions) to: (i) to elect to receive the CASH CONSIDERATION Cash Consideration for all of such holder’s shares of HeritageBanc Common Stock (hereinafter referred to as a “CASH ELECTIONCash Election”), ; (ii) to elect to receive the STOCK CONSIDERATION Stock Consideration for all of such holder’s shares of HeritageBanc Common Stock (hereinafter referred to as a “STOCK ELECTIONStock Election”), ; (iii) to elect to receive the CASH CONSIDERATION Cash Consideration with respect to some of such holder’s shares of HeritageBanc Common Stock and the STOCK CONSIDERATION Stock Consideration with respect to such holder’s remaining shares of HeritageBanc Common Stock (hereinafter referred to as a “MIXED ELECTIONMixed Election”), ; or (iv) make no valid election as to indicate that such holder has no preference concerning the receipt of the CASH CONSIDERATION Cash Consideration or the STOCK CONSIDERATION Stock Consideration (hereinafter referred to as a “NON”Non-ELECTIONElection”). EMERALD common Holders of record of shares of HeritageBanc Common Stock who hold such shares as nominees, trustees or in other representative capacities (a “Share Representative”) may submit multiple Election Forms, provided that such Share Representative certifies that each such Election Form covers all the shares of HeritageBanc Common Stock held by that Share Representative for a particular beneficial owner. Shares of HeritageBanc Common Stock as to which the CASH CONSIDERATION is elected a Cash Election has been made (including pursuant to a CASH ELECTION or a MIXED ELECTION are referred to herein as “CASH ELECTION SHARES.” EMERALD common shares for which the STOCK CONSIDERATION is elected pursuant to a STOCK ELECTION or a MIXED ELECTION are referred to herein as “STOCK ELECTION SHARES.” EMERALD common shares for which the NON-ELECTION is the made, and EMERALD common shares for which no election is made by the holder by the ELECTION DEADLINE (excluding DISSENTING SHARES, as defined in Section 2.10 of this AGREEMENTMixed Election) are referred to herein as “NONCash Election Shares.” Shares of HeritageBanc Common Stock as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” Shares of HeritageBanc Common Stock as to which no election has been made are referred to as “Non-ELECTION SHARESElection Shares.”” For purposes of this Section, Dissenting Shares shall be deemed to be Cash Election Shares. (c) An election shall To be considered to have been validly made effective, a properly completed Election Form must be received by a holder of EMERALD common shares only if, the Exchange Agent (as defined below) on or before 5:00 p.m., local time, p.m. on the ELECTION DEADLINE, MBCN thirtieth (30th) Business Day following the Mailing Date (or such other time and date as Old Second and HeritageBanc may mutually agree) (the EXCHANGE AGENT (as defined below“Election Deadline”), as applicable, . An election shall have been properly made only if the Exchange Agent shall have actually received an ELECTION FORM a properly completed and executed Election Form by such holder, the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by either (i) one or more certificates representing outstanding shares of HeritageBanc Common Stock (a “CERTIFICATECertificates”) representing the EMERALD common shares as to which such election is being made, duly endorsed in blank (or otherwise in form acceptable for transfer on the books of EMERALD, or containing an appropriate guaranty of delivery in the form customarily used in transactions of this nature from a member of a national securities exchange or a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company in the United States, or (ii) with respect to a CERTIFICATE that has been lost, stolen, or destroyed, the affidavit customary affidavits and, if requiredrequired by Old Second or the Exchange Agent, bond required under Section 2.06(gindemnification and a surety bond, regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of this AGREEMENTHeritageBanc Common Stock covered by such Election Form, together with a duly executed Transmittal Letter. Subject to the terms of this AGREEMENT Agreement and of the ELECTION FORMElection Form, MBCN the Exchange Agent shall have reasonable discretion to determine whether any election, revocation, or change election has been properly or timely made and to disregard immaterial defects in any ELECTION FORM. Any Election Form, and any good faith decisions of MBCN the Exchange Agent regarding such matters shall be binding and conclusive. (d) A Within ten (10) Business Days after the Election Deadline, Old Second shall cause the Exchange Agent to effect the allocation among shareholders of HeritageBanc of rights to receive the Cash Consideration and the Stock Consideration as follows: (i) If the Aggregate Stock Election Number equals or exceeds the Required Stock Election Number, then all Cash Election Shares and all Non-Election Shares will be converted into the right to receive the Cash Consideration, and, with respect to each holder of EMERALD common shares Stock Election Shares, then: (A) that number of Stock Election Shares which is a bank, trust company, security broker-dealer or other recognized nominee, may submit one or more ELECTION FORMS for the persons for whom it holds shares as nominee provided that such bank, trust company, security broker-dealer or nominee certifies equal to the satisfaction of EMERALD and MBCN product obtained by multiplying (1) the names of the persons for whom it is so holding shares Stock Election Excess Amount by (hereinafter 2) such shareholder’s Stock Election Percentage (such amount being referred to as the such shareholder’s “BENEFICIAL OWNERSIndividual Stock Excess Amount”). In such case, each BENEFICIAL OWNER for whom an ELECTION FORM is submitted shall be treated as a separate owner for purposes converted into the right to receive the Cash Consideration; and (B) that number of Stock Election Shares equal to the election procedure and allocation of shares set forth in this ARTICLE TWOdifference between (1) such shareholder’s Individual Stock Election Number, less (2) such shareholder’s Individual Stock Excess Amount, shall be converted into the right to receive the Stock Consideration. (eii) Any If the Aggregate Cash Election Number exceeds the Required Cash Election Number, then all Stock Election Shares will be converted into the right to receive the Stock Consideration, and, with respect to each holder of EMERALD common shares may at any time before the ELECTION DEADLINE withdraw such holder’s election Cash Election Shares and either Non-Election Shares, then: (iA) submit a new ELECTION FORM in accordance with the procedures in this Section 2.04 or (ii) withdraw the CERTIFICATE or CERTIFICATES for EMERALD common shares deposited therewith by providing written notice that number of Cash Election Shares and Non-Election Shares which is received by MBCN or the EXCHANGE AGENT, as applicable, by 5:00 p.m., local time, on the business day prior equal to the ELECTION DEADLINE. ELECTIONS may product obtained by multiplying (1) the Cash Election Excess Amount by (2) such shareholder’s Cash Election Percentage (such amount being referred to as such shareholder’s “Individual Cash Excess Amount”), shall be similarly revoked if this AGREEMENT converted into the right to receive the Stock Consideration; and (B) that number of Cash Election Shares and Non-Election Shares which is terminatedequal to the difference between (1) such shareholder’s Individual Cash Election Number, less (2) such shareholder’s Individual Cash Excess Amount, shall be converted into the right to receive the Cash Consideration. (iii) If the Aggregate Stock Election Number is equal to the Required Stock Election Number, then all Stock Election Shares will be converted into the right to receive the Stock Consideration, and all Cash Election Shares and Non-Election Shares will be converted into the right to receive the Cash Consideration. (iv) If all shareholders of HeritageBanc make only a Stock Election, such that the Aggregate Stock Election Number is equal to one hundred percent (100%) of the Outstanding Shares, then the Exchange Agent shall allocate the Cash Consideration and the Stock Consideration on a pro rata basis among all HeritageBanc Shareholders, such that following such allocation fifty percent (50%) of the Outstanding Shares are converted into the right to receive the Stock Consideration, and fifty percent (50%) of the Outstanding Shares are converted into the right to receive the Cash Consideration. (v) If all shareholders of HeritageBanc make only a Cash Election, such that the Aggregate Cash Election Number is equal to one hundred percent (100%) of the Outstanding Shares, then the Exchange Agent shall allocate the Cash Consideration and the Stock Consideration on a pro rata basis among all HeritageBanc Shareholders, such that following such allocation fifty percent (50%) of the Outstanding Shares are converted into the right to receive the Stock Consideration, and fifty percent (50%) of the Outstanding Shares are converted into the right to receive the Cash Consideration.

Election Procedures. Each holder of record of shares of Seller Common Stock, Seller Restricted Stock Unit Awards, Exception Shares and Deemed Converted Common Stock to be converted into the right to receive the Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Sections 1.6(a) and 2.1 (aa “Holder”) An shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: Each Holder may specify in a request made in accordance with the provisions of this Section 2.2 (herein called an “Election”) (i) the number of shares of Seller Common Stock, Seller Restricted Stock Unit Awards, Exception Shares and Deemed Converted Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Seller Common Stock, Seller Restricted Stock Unit Awards, Exception Shares and Deemed Converted Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election. Parent shall prepare a form reasonably acceptable to Seller, including appropriate and letter of customary transmittal materials in such form as EMERALD prepared by Parent and MBCN shall mutually agree reasonably acceptable to Seller (hereinafter referred to as the “ELECTION FORMForm of Election”), so as to permit Holders to exercise their right to make an Election. (a) Parent (i) shall be mailed initially make available and mail the Form of Election not less than thirty (30) business days prior to each holder of EMERALD common shares, along with the PROXY STATEMENT/PROSPECTUS (as defined in Section 6.02 of this AGREEMENT) and related proxy materials for the special shareholders’ meeting at which the MERGER will be submitted anticipated Election Deadline to a vote of EMERALD’s shareholders. The shareholders of EMERALD entitled to receive the ELECTION FORM shall be those shareholders Holders of record as of the record business day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder who requests such Form of Election prior to the Election Deadline. The time period between such mailing date fixed for and the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders. EMERALD and MBCN shall also establish a deadline for receipt of such ELECTION FORMS (hereinafter Election Deadline is referred to herein as the “ELECTION DEADLINEElection Period”), which deadline shall be the close of business on the date of the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders, unless MBCN elects to establish a later ELECTION DEADLINE not later than the close of business on the last day that EMERALD shareholders are permitted to give notice of their exercise of statutory dissenters’ rights. MBCN shall also use commercially reasonable efforts to provide the ELECTION FORM to shareholders of record who become record shareholders after the record date and before the ELECTION DEADLINE. (b) Each ELECTION FORM Any Election shall entitle the holder of EMERALD common shares (i) to elect to receive the CASH CONSIDERATION for all of such holder’s shares (hereinafter referred to as a “CASH ELECTION”), (ii) to elect to receive the STOCK CONSIDERATION for all of such holder’s shares (hereinafter referred to as a “STOCK ELECTION”), (iii) to elect to receive the CASH CONSIDERATION with respect to some of such holder’s shares and the STOCK CONSIDERATION with respect to such holder’s remaining shares (hereinafter referred to as a “MIXED ELECTION”), or (iv) to indicate that such holder has no preference concerning the receipt of the CASH CONSIDERATION or the STOCK CONSIDERATION (hereinafter referred to as a “NON-ELECTION”). EMERALD common shares for which the CASH CONSIDERATION is elected pursuant to a CASH ELECTION or a MIXED ELECTION are referred to herein as “CASH ELECTION SHARES.” EMERALD common shares for which the STOCK CONSIDERATION is elected pursuant to a STOCK ELECTION or a MIXED ELECTION are referred to herein as “STOCK ELECTION SHARES.” EMERALD common shares for which the NON-ELECTION is the made, and EMERALD common shares for which no election is made by the holder by the ELECTION DEADLINE (excluding DISSENTING SHARES, as defined in Section 2.10 of this AGREEMENT) are referred to herein as “NON-ELECTION SHARES.” (c) An election shall be considered to have been validly made by a holder of EMERALD common shares properly only if, on or before 5:00 p.m., local time, on if the ELECTION DEADLINE, MBCN or the EXCHANGE AGENT (as defined below), as applicable, Exchange Agent shall have received an ELECTION FORM received, during the Election Period, a Form of Election properly completed and signed (including duly executed by such holder, transmittal materials included in the Form of Election) and accompanied by either (i) one or more certificates (a “CERTIFICATE”) any Old Certificates representing the EMERALD common all certificated shares as to which such election is being made, duly endorsed in blank Form of Election relates or otherwise in form acceptable for transfer on the books of EMERALD, or containing by an appropriate guaranty customary guarantee of delivery of such Old Certificates, as set forth in the form customarily used in transactions such Form of this nature Election, from a member of a any registered national securities exchange or a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company in the United States. As used herein, or unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (iiin the city in which the principal office of the Exchange Agent is located) with respect on the date that the parties shall agree is as near as practicable to two (2) business days preceding the Closing Date. The Parties shall cooperate to issue a CERTIFICATE that has been lostpress release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than twenty (20) business days before, stolen, or destroyedand at least ten (10) business days prior to, the affidavit and, if required, bond required under Section 2.06(g) of this AGREEMENT. Subject to the terms of this AGREEMENT and the ELECTION FORM, MBCN 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. Any good faith decisions of MBCN regarding such matters shall be binding and conclusiveElection Deadline. (d) A holder of EMERALD common shares that is a bank, trust company, security broker-dealer or other recognized nominee, may submit one or more ELECTION FORMS for the persons for whom it holds shares as nominee provided that such bank, trust company, security broker-dealer or nominee certifies to the satisfaction of EMERALD and MBCN the names of the persons for whom it is so holding shares (hereinafter referred to as the “BENEFICIAL OWNERS”). In such case, each BENEFICIAL OWNER for whom an ELECTION FORM is submitted shall be treated as a separate owner for purposes of the election procedure and allocation of shares set forth in this ARTICLE TWO. (e) Any holder of EMERALD common shares may at any time before the ELECTION DEADLINE withdraw such holder’s election and either (i) submit a new ELECTION FORM in accordance with the procedures in this Section 2.04 or (ii) withdraw the CERTIFICATE or CERTIFICATES for EMERALD common shares deposited therewith by providing written notice that is received by MBCN or the EXCHANGE AGENT, as applicable, by 5:00 p.m., local time, on the business day prior to the ELECTION DEADLINE. ELECTIONS may be similarly revoked if this AGREEMENT is terminated.

Election Procedures. (ai) An election form As of the Effective Time, Parent shall, with the Company's prior approval, which shall not be unreasonably withheld, appoint an agent to act as an exchange agent (the "EXCHANGE AGENT") for the purpose of issuing the Merger Consideration and letter any dividends or other distributions with respect to the ADSs to be issued or paid pursuant to Sections 4.1 and 4.2(c)(such cash and American Depositary Receipts representing ADSs, together with the amount of transmittal in such form as EMERALD and MBCN shall mutually agree (any dividends or other distributions payable with respect thereto, being hereinafter referred to as the “ELECTION FORM”"EXCHANGE FUND"). At or prior to the Effective Time, Parent shall make available or cause to be made available to Morgan Guaranty Trust Company of New York, as depositary ▇▇▇▇▇ the Amended and Restated Deposit Agreement, dated as of June 2, 1997 (the "DEPOSITARY"), the Bearer Receipts to be represented by the ADSs referred to in Section 4.1(a) and will cause such Depositary to make available ADSs to the Exchange Agent. Promptly following the Effective Time, Parent shall cause to be made available to the Surviving Corporation all cash required for the Exchange Fund. (ii) Subject to allocation and proration in accor- dance with the provisions of this Section 4.2, each record holder of Shares (other than Excluded Shares) issued and outstanding immediately prior to the Election Deadline (as defined below) shall be mailed to each holder of EMERALD common shares, along with the PROXY STATEMENT/PROSPECTUS entitled (as defined in Section 6.02 of this AGREEMENT) and related proxy materials for the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders. The shareholders of EMERALD entitled to receive the ELECTION FORM shall be those shareholders of record as of the record date fixed for the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders. EMERALD and MBCN shall also establish a deadline for receipt of such ELECTION FORMS (hereinafter referred to as the “ELECTION DEADLINE”), which deadline shall be the close of business on the date of the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders, unless MBCN elects to establish a later ELECTION DEADLINE not later than the close of business on the last day that EMERALD shareholders are permitted to give notice of their exercise of statutory dissenters’ rights. MBCN shall also use commercially reasonable efforts to provide the ELECTION FORM to shareholders of record who become record shareholders after the record date and before the ELECTION DEADLINE. (b) Each ELECTION FORM shall entitle the holder of EMERALD common shares (iA) to elect to receive in respect of each such Share (x) the CASH CONSIDERATION for all of such holder’s shares Cash Consideration (hereinafter referred to as a “"CASH ELECTION”), ") or (iiy) to elect to receive the STOCK CONSIDERATION for all of such holder’s shares Stock Consideration (hereinafter referred to as a “"STOCK ELECTION”), (iii") to elect to receive the CASH CONSIDERATION with respect to some of such holder’s shares and the STOCK CONSIDERATION with respect to such holder’s remaining shares (hereinafter referred to as a “MIXED ELECTION”), or (ivB) to indicate that such record holder has no preference concerning as to the receipt of the CASH CONSIDERATION Cash Consideration or the STOCK CONSIDERATION Stock Consideration for such Shares (hereinafter referred to as a “"NON-ELECTION”"). EMERALD common shares for Shares in respect of which the CASH CONSIDERATION a Non-Election is elected made (including Shares in respect of which such an election is deemed to have been made pursuant to a CASH ELECTION or a MIXED ELECTION are referred to herein as “CASH ELECTION SHARES.” EMERALD common shares for which the STOCK CONSIDERATION is elected pursuant to a STOCK ELECTION or a MIXED ELECTION are referred to herein as “STOCK ELECTION SHARES.” EMERALD common shares for which the NON-ELECTION is the madethis Section 4.2 and Section 4.3, and EMERALD common shares for which no election is made by the holder by the ELECTION DEADLINE (excluding DISSENTING SHAREScollectively, as defined in Section 2.10 of this AGREEMENT) are referred to herein as “"NON-ELECTION SHARES") shall be deemed by Parent, in its sole and absolute discretion, subject to Sections 4.2(b)(v)-(vii), to be, in whole or in part, Shares in respect of which Cash Elections or Stock Elections have been made.” (ciii) An election Elections pursuant to Section 4.2(b)(ii) shall be considered made on a form and with such other provisions to have been validly be reasonably agreed upon by the Company and Parent (a "FORM OF ELECTION") to be provided by the Exchange Agent for that purpose to holders of record of Shares (other than holders of Excluded Shares), no later than 20 days before the anticipated Closing Date. Elections shall be made by mailing to the Exchange Agent a holder duly completed Form of EMERALD common shares only ifElection. To be effective, on or before a Form of Election must be (x) properly completed, signed and submitted to the Exchange Agent at its designated office, by 5:00 p.m., local timee.s.t., on the business day that is four trading days following the Closing Date (which date shall be publicly announced by Parent on the Closing Date) (the "ELECTION DEADLINE, MBCN or the EXCHANGE AGENT ") and (as defined below), as applicable, shall have received an ELECTION FORM properly completed and executed by such holder, y) accompanied by either (i) one or more certificates (a “CERTIFICATE”the Certificate(s) representing the EMERALD common shares Shares as to which such the election is being made, duly endorsed in blank made (or otherwise in form acceptable for transfer on the books of EMERALD, or containing by an appropriate guaranty guarantee of delivery of such Certificate(s) by a commercial bank or trust company in the form customarily used in transactions of this nature from United States or a member of a registered national securities security exchange or a member of the National Association of Securities Dealers, Inc., or 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). The Company shall use its best efforts to make a commercial bank or trust company Form of Election available to all Persons (as defined below) who become holders of record of Shares (other than Excluded Shares) between the date of mailing described in the United States, or (ii) with respect to a CERTIFICATE that has been lost, stolen, or destroyed, the affidavit and, if required, bond required under Section 2.06(g) first sentence of this AGREEMENTSection 4.2(b)(iii) and the Election Deadline. Subject Parent shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the terms Exchange Agent, whether Forms of this AGREEMENT and the ELECTION FORM, MBCN shall Election have reasonable discretion to determine whether any election, revocation, or change has been properly completed, signed and submitted or timely made and to disregard immaterial defects revoked. The decision of Parent (or the Exchange Agent, as the case may be) in any ELECTION FORM. Any good faith decisions of MBCN regarding such matters shall be binding conclusive and conclusive. (d) binding. Neither Parent nor the Exchange Agent will be under any obligation to notify any Person of any defect in a Form of Election submitted to the Exchange Agent. A holder of EMERALD common shares Shares that is a bank, trust company, security broker-dealer or other recognized nominee, may does not submit one or more ELECTION FORMS for the persons for whom it holds shares as nominee provided that such bank, trust company, security broker-dealer or nominee certifies to the satisfaction an effective Form of EMERALD and MBCN the names of the persons for whom it is so holding shares (hereinafter referred to as the “BENEFICIAL OWNERS”). In such case, each BENEFICIAL OWNER for whom an ELECTION FORM is submitted shall be treated as a separate owner for purposes of the election procedure and allocation of shares set forth in this ARTICLE TWO. (e) Any holder of EMERALD common shares may at any time before the ELECTION DEADLINE withdraw such holder’s election and either (i) submit a new ELECTION FORM in accordance with the procedures in this Section 2.04 or (ii) withdraw the CERTIFICATE or CERTIFICATES for EMERALD common shares deposited therewith by providing written notice that is received by MBCN or the EXCHANGE AGENT, as applicable, by 5:00 p.m., local time, on the business day Election prior to the ELECTION DEADLINE. ELECTIONS may Election Deadline shall be similarly revoked if this AGREEMENT is terminateddeemed to have made a Non-Election.

Election Procedures. (a) An election form and letter other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of transmittal loss and title to the Certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Certificates to the Exchange Agent) in such form as EMERALD Parent shall specify and MBCN as shall mutually agree be reasonably acceptable to the Company (hereinafter referred to as the “"ELECTION FORM”") shall be mailed together with the Proxy Statement or at such other time as the Company and Parent may agree (the "MAILING DATE") to each holder of EMERALD common shares, along with the PROXY STATEMENT/PROSPECTUS (as defined in Section 6.02 record of this AGREEMENT) and related proxy materials for the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders. The shareholders of EMERALD entitled to receive the ELECTION FORM shall be those shareholders of record Company Common Stock as of the record date fixed for the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders. EMERALD and MBCN shall also establish a deadline for receipt of such ELECTION FORMS (hereinafter referred to as the “ELECTION DEADLINE”), which deadline shall be the close of business on the record date for notice of the special shareholders’ meeting at Company Stockholder Meeting (the "ELECTION FORM RECORD DATE"). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (i) the number of shares of such holder's Company Common Stock with respect to which such holder elects to receive the Per Share Mixed Consideration, (ii) the number of shares of such holder's Company Common Stock with respect to which such holder elects to receive the Per Share Stock Consideration, (iii) the number of shares of such holder's Company Common Stock with respect to which such holder elects to receive the Per Share Cash Consideration, or (iv) that such holder makes no election with respect to such holder's Company Common Stock ("NO ELECTION SHARES"). Any Company Common Stock with respect to which the MERGER will Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the twentieth (20th) day following the Mailing Date (or such other time and date as the Company and Parent shall agree) (the "ELECTION DEADLINE") (other than any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall also be submitted deemed to a vote be No Election Shares. (c) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of EMERALD’s shareholders, unless MBCN elects to establish a later ELECTION DEADLINE not later than Company Common Stock between the Election Form Record Date and the close of business on the last day that EMERALD shareholders are permitted Business Day prior to give notice of their exercise of statutory dissenters’ rights. MBCN the Election Deadline, and the Company shall also use commercially reasonable efforts provide to provide the ELECTION FORM Exchange Agent all information reasonably necessary for it to shareholders of record who become record shareholders after the record date and before the ELECTION DEADLINEperform as specified herein. (bd) Each ELECTION FORM Any such election shall entitle have been properly made only if the holder Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and, if required by Parent or the Surviving Corporation, the posting by such Person of EMERALD common shares (i) to elect to receive a bond, in such reasonable amount as the CASH CONSIDERATION for all of such holder’s shares (hereinafter referred to Surviving Corporation may direct, as a “CASH ELECTION”), (ii) to elect to receive the STOCK CONSIDERATION for all of such holder’s shares (hereinafter referred to as a “STOCK ELECTION”), (iii) to elect to receive the CASH CONSIDERATION with respect to some of such holder’s shares and the STOCK CONSIDERATION indemnity against any claim that may be made against it with respect to such holder’s remaining Certificate) representing all shares of Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form, by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company Common Stock represented by such Election Form shall become No Election Shares and Parent shall cause the Certificates representing such shares of Company Common Stock to be promptly returned without charge to the Person submitting the Election Form upon written request to that effect from the holder who submitted the Election Form, except to the extent (hereinafter referred to as if any) a “MIXED ELECTION”), or (iv) to indicate that such holder has no preference concerning the receipt of the CASH CONSIDERATION or the STOCK CONSIDERATION (hereinafter referred to as a “NON-ELECTION”). EMERALD common shares for which the CASH CONSIDERATION is elected pursuant to a CASH ELECTION or a MIXED ELECTION are referred to herein as “CASH ELECTION SHARES.” EMERALD common shares for which the STOCK CONSIDERATION is elected pursuant to a STOCK ELECTION or a MIXED ELECTION are referred to herein as “STOCK ELECTION SHARES.” EMERALD common shares for which the NON-ELECTION is the made, and EMERALD common shares for which no subsequent election is properly made by the holder by the ELECTION DEADLINE (excluding DISSENTING SHARES, as defined in Section 2.10 of this AGREEMENT) are referred to herein as “NON-ELECTION SHARES.” (c) An election shall be considered to have been validly made by a holder of EMERALD common shares only if, on or before 5:00 p.m., local time, on the ELECTION DEADLINE, MBCN or the EXCHANGE AGENT (as defined below), as applicable, shall have received an ELECTION FORM properly completed and executed by such holder, accompanied by either (i) one or more certificates (a “CERTIFICATE”) representing the EMERALD common shares as to which such election is being made, duly endorsed in blank or otherwise in form acceptable for transfer on the books of EMERALD, or containing an appropriate guaranty of delivery in the form customarily used in transactions of this nature from a member of a national securities exchange or a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company in the United States, or (ii) with respect to a CERTIFICATE that has been lost, stolen, any or destroyed, the affidavit and, if required, bond required under Section 2.06(g) all of this AGREEMENTsuch shares of Company Common Stock. Subject to the terms of this AGREEMENT Agreement and of the ELECTION FORMElection Form, MBCN the Exchange Agent shall have reasonable discretion to determine whether any election, revocation, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any ELECTION FORM. Any good faith decisions of MBCN the Exchange Agent regarding such matters shall be binding and conclusive. (d) A holder . None of EMERALD common shares that is a bankParent, trust company, security broker-dealer Company or other recognized nominee, may submit one or more ELECTION FORMS for the persons for whom it holds shares as nominee provided that such bank, trust company, security broker-dealer or nominee certifies to the satisfaction of EMERALD and MBCN the names of the persons for whom it is so holding shares (hereinafter referred to as the “BENEFICIAL OWNERS”). In such case, each BENEFICIAL OWNER for whom an ELECTION FORM is submitted Exchange Agent shall be treated as a separate owner for purposes under any obligation to notify any Person of the election procedure and allocation of shares set forth any defect in this ARTICLE TWOan Election Form. (e) Any holder of EMERALD common shares may at any time before the ELECTION DEADLINE withdraw such holder’s election and either (i) submit a new ELECTION FORM in accordance with the procedures in this Section 2.04 or (ii) withdraw the CERTIFICATE or CERTIFICATES for EMERALD common shares deposited therewith by providing written notice that is received by MBCN or the EXCHANGE AGENT, as applicable, by 5:00 p.m., local time, on the business day prior to the ELECTION DEADLINE. ELECTIONS may be similarly revoked if this AGREEMENT is terminated.

Election Procedures. (a) An election form and letter of other appropriate and customary transmittal materials in such form as EMERALD Parent shall specify and MBCN as shall mutually agree be reasonably acceptable to the Company (hereinafter referred to as the “ELECTION FORMElection Form”) shall be mailed together with the Proxy Statement and the Form S-4 or at such other time as the Company and Parent may agree (the “Mailing Date”) to each holder of EMERALD common shares, along with the PROXY STATEMENT/PROSPECTUS (as defined in Section 6.02 record of this AGREEMENT) and related proxy materials for the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders. The shareholders of EMERALD entitled to receive the ELECTION FORM shall be those shareholders of record Company Common Shares as of the record date fixed for the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders. EMERALD and MBCN shall also establish a deadline for receipt of such ELECTION FORMS (hereinafter referred to as the “ELECTION DEADLINE”), which deadline shall be the close of business on the record date for notice of the special shareholders’ meeting at Stockholders Meeting (the “Election Form Record Date”) and to each holder of Company Purchase Rights as of the Mailing Date. (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (i) the number of such holder’s Company Common Shares and Company Purchase Rights Shares with respect to which such holder elects to receive the Per Share Stock Election Consideration, (ii) the number of such holder’s Company Common Shares and Company Purchase Rights Shares with respect to which such holder elects to receive the Per Share Cash Consideration, or (iii) that such holder makes no election with respect to such holder’s Company Common Shares and Company Purchase Rights Shares (the “No Election Shares”). Any Company Common Shares and Company Purchase Rights Shares with respect to which the MERGER will Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the twentieth Business Day following the Mailing Date (or such other time and date as Parent and the Company shall agree) (the “Election Deadline”) (other than any Company Common Shares and Company Purchase Rights Shares that constitute Dissenting Shares as of such time) shall also be submitted deemed to a vote be No Election Shares. (c) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of EMERALD’s shareholders, unless MBCN elects to establish a later ELECTION DEADLINE not later than Company Common Shares or Company Purchase Rights Shares between the Election Form Record Date and the close of business on the last day that EMERALD shareholders are permitted Business Day prior to give notice of their exercise of statutory dissenters’ rights. MBCN the Election Deadline, and the Company shall also use commercially reasonable efforts provide to provide the ELECTION FORM Exchange Agent all information reasonably necessary for it to shareholders of record who become record shareholders after the record date and before the ELECTION DEADLINEperform as specified herein. (bd) Each ELECTION FORM Any such election shall entitle have been properly made only if the holder Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. Any Election Form may be revoked or changed by the Person submitting such Election Form, by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the Company Common Shares and Company Purchase Rights Shares represented by such Election Form shall Table of EMERALD common shares Contents become No Election Shares, except to the extent (iif any) a subsequent election is properly made with respect to elect to receive the CASH CONSIDERATION for any or all of such holder’s shares (hereinafter referred to as a “CASH ELECTION”), (ii) to elect to receive the STOCK CONSIDERATION for all of such holder’s shares (hereinafter referred to as a “STOCK ELECTION”), (iii) to elect to receive the CASH CONSIDERATION with respect to some of such holder’s shares Company Common Shares and the STOCK CONSIDERATION with respect to such holder’s remaining shares (hereinafter referred to as a “MIXED ELECTION”), or (iv) to indicate that such holder has no preference concerning the receipt of the CASH CONSIDERATION or the STOCK CONSIDERATION (hereinafter referred to as a “NON-ELECTION”). EMERALD common shares for which the CASH CONSIDERATION is elected pursuant to a CASH ELECTION or a MIXED ELECTION are referred to herein as “CASH ELECTION SHARES.” EMERALD common shares for which the STOCK CONSIDERATION is elected pursuant to a STOCK ELECTION or a MIXED ELECTION are referred to herein as “STOCK ELECTION SHARES.” EMERALD common shares for which the NON-ELECTION is the made, and EMERALD common shares for which no election is made by the holder by the ELECTION DEADLINE (excluding DISSENTING SHARES, as defined in Section 2.10 of this AGREEMENT) are referred to herein as “NON-ELECTION SHARES.” (c) An election shall be considered to have been validly made by a holder of EMERALD common shares only if, on or before 5:00 p.m., local time, on the ELECTION DEADLINE, MBCN or the EXCHANGE AGENT (as defined below), as applicable, shall have received an ELECTION FORM properly completed and executed by such holder, accompanied by either (i) one or more certificates (a “CERTIFICATE”) representing the EMERALD common shares as to which such election is being made, duly endorsed in blank or otherwise in form acceptable for transfer on the books of EMERALD, or containing an appropriate guaranty of delivery in the form customarily used in transactions of this nature from a member of a national securities exchange or a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company in the United States, or (ii) with respect to a CERTIFICATE that has been lost, stolen, or destroyed, the affidavit and, if required, bond required under Section 2.06(g) of this AGREEMENTCompany Purchase Rights Shares. Subject to the terms of this AGREEMENT Agreement and of the ELECTION FORMElection Form, MBCN the Exchange Agent shall have reasonable discretion to determine whether any election, revocation, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any ELECTION FORM. Any good faith decisions of MBCN the Exchange Agent regarding such matters shall be binding and conclusive. (d) A holder of EMERALD common shares that is a bank, trust company, security broker-dealer or other recognized nominee, may submit one or more ELECTION FORMS for the persons for whom it holds shares as nominee provided that such bank, trust company, security broker-dealer or nominee certifies . With respect to the satisfaction of EMERALD and MBCN the names of the persons for whom it is so holding shares (hereinafter referred to as the “BENEFICIAL OWNERS”). In such case, each BENEFICIAL OWNER for whom an ELECTION FORM is submitted shall be treated as a separate owner for purposes of the election procedure and allocation of shares set forth in this ARTICLE TWO. (e) Any holder of EMERALD common shares may at any time before the ELECTION DEADLINE withdraw such holder’s election and either (i) submit a new ELECTION FORM in accordance with the procedures in this Section 2.04 or (ii) withdraw the CERTIFICATE or CERTIFICATES for EMERALD common shares deposited therewith by providing written notice that is Election Form received by MBCN or the EXCHANGE AGENT, as applicable, by 5:00 p.m., local time, on the business day Escrow Agent no later than three (3) Business Days prior to the ELECTION DEADLINE. ELECTIONS may Election Deadline, the Company, and the Exchange Agent shall exercise reasonable diligence to notify any Person of any defect in such Election Form, and each such Person shall be similarly revoked if this AGREEMENT is terminatedpermitted to correct any such defect or defects in the Election Form prior to the Election Deadline.

Election Procedures. Each Partial Rollover Holder shall have the right to make an election (aa “Rollover Election”), by completing and returning a Rollover Election Form in accordance with the instructions set forth therein, with respect to the percentage (the “Percentage Election”) An election of such Partial Rollover Holder’s Per Company Holder Consideration that such Partial Rollover Holder desires to receive as Buyer Class E-3 Units (as opposed to Cash Consideration); provided that the minimum percentage a Partial Rollover Holder may request to receive as Buyer Class E-3 Units shall be forty percent (40%) of such Partial Rollover Holder’s Per Company Holder Consideration (the “Individual Minimum Rollover Percentage”) and any Partial Rollover Holder that purports to elect a percentage that is less than forty percent (40%) shall be deemed to have made a Percentage Election equal to forty percent (40%); and provided, further, that regardless of a Partial Rollover Holder’s Rollover Election, any portion of the Escrow Amount, Holder Representative Holdback Amount and Deferred Payment Amount payable to such Partial Rollover Holder shall be paid in cash (any adjustment to give effect to this proviso, the “Election Cash Adjustment”). Notwithstanding anything to the contrary herein, any Company Unitholder who at the Closing owns a Disqualified Unit shall be deemed to have elected a Percentage Election equal to the Individual Minimum Rollover Percentage with respect to such Disqualified Units. Any Rollover Election shall be made in accordance with the following procedures: (i) Promptly following or concurrently with the distribution of the Information Statement to Company Unitholders, the Company shall direct the Paying Agent to deliver to each Partial Rollover Holder a form and letter of transmittal for submitting a Rollover Election substantially in such form as EMERALD shall be mutually agreed to by the Principal Parties after the date hereof (the “Rollover Election Form”). (ii) Any Rollover Election shall have been made properly only if the Paying Agent shall have received a Rollover Election Form properly completed and MBCN shall mutually signed prior to 5:00 p.m. New York City time on the date that is twenty (20) days following the date of distribution of the Information Statement, or such other date as the Principal Parties may agree (hereinafter referred to as the “ELECTION FORMElection Deadline”) ). Except with the consent of the Company, any Rollover Election submitted by a Partial Rollover Holder shall be mailed to each holder of EMERALD common shares, along with irrevocable. In the PROXY STATEMENT/PROSPECTUS (as defined in Section 6.02 of this AGREEMENT) and related proxy materials for the special shareholders’ meeting at which the MERGER will be submitted to event that a vote of EMERALD’s shareholders. The shareholders of EMERALD entitled to receive the ELECTION FORM shall be those shareholders of record Rollover Election Form has not been received from a Partial Rollover Holder as of the record date fixed for Election Deadline, such Partial Rollover Holder shall be deemed to have made a Rollover Election of fifty-five percent (55%) of the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders. EMERALD and MBCN shall also establish a deadline for receipt sum of such ELECTION FORMS (hereinafter referred to as Partial Rollover Holder’s Per Company Holder Consideration. The Paying Agent, in consultation with the “ELECTION DEADLINE”), which deadline shall be the close of business on the date of the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders, unless MBCN elects to establish a later ELECTION DEADLINE not later than the close of business on the last day that EMERALD shareholders are permitted to give notice of their exercise of statutory dissenters’ rights. MBCN shall also use commercially reasonable efforts to provide the ELECTION FORM to shareholders of record who become record shareholders after the record date and before the ELECTION DEADLINE. (b) Each ELECTION FORM shall entitle the holder of EMERALD common shares (i) to elect to receive the CASH CONSIDERATION for all of such holder’s shares (hereinafter referred to as a “CASH ELECTION”), (ii) to elect to receive the STOCK CONSIDERATION for all of such holder’s shares (hereinafter referred to as a “STOCK ELECTION”), (iii) to elect to receive the CASH CONSIDERATION with respect to some of such holder’s shares and the STOCK CONSIDERATION with respect to such holder’s remaining shares (hereinafter referred to as a “MIXED ELECTION”), or (iv) to indicate that such holder has no preference concerning the receipt of the CASH CONSIDERATION or the STOCK CONSIDERATION (hereinafter referred to as a “NON-ELECTION”). EMERALD common shares for which the CASH CONSIDERATION is elected pursuant to a CASH ELECTION or a MIXED ELECTION are referred to herein as “CASH ELECTION SHARES.” EMERALD common shares for which the STOCK CONSIDERATION is elected pursuant to a STOCK ELECTION or a MIXED ELECTION are referred to herein as “STOCK ELECTION SHARES.” EMERALD common shares for which the NON-ELECTION is the made, and EMERALD common shares for which no election is made by the holder by the ELECTION DEADLINE (excluding DISSENTING SHARES, as defined in Section 2.10 of this AGREEMENT) are referred to herein as “NON-ELECTION SHARES.” (c) An election shall be considered to have been validly made by a holder of EMERALD common shares only if, on or before 5:00 p.m., local time, on the ELECTION DEADLINE, MBCN or the EXCHANGE AGENT (as defined below), as applicableCompany, shall have received an ELECTION FORM properly completed and executed by such holder, accompanied by either (i) one or more certificates (a “CERTIFICATE”) representing the EMERALD common shares as to which such election is being made, duly endorsed in blank or otherwise in form acceptable for transfer on the books of EMERALD, or containing an appropriate guaranty of delivery in the form customarily used in transactions of this nature from a member of a national securities exchange or a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company in the United States, or (ii) with respect to a CERTIFICATE that has been lost, stolen, or destroyed, the affidavit and, if required, bond required under Section 2.06(g) of this AGREEMENT. Subject to the terms of this AGREEMENT and the ELECTION FORM, MBCN shall have reasonable discretion to determine whether any election, revocationRollover Election, or change modification or revocation thereof, has been properly or and timely made made, and to disregard immaterial defects in any ELECTION FORMRollover Election Form. Any good faith decisions None of MBCN regarding such matters the Company, the Holder Representative, or the Paying Agent shall be binding and conclusiveunder any obligation to notify any Partial Rollover Holder of any defect in a Rollover Election Form. (diii) A holder of EMERALD common shares that is a bank, trust company, security broker-dealer or other recognized nominee, may submit one or more ELECTION FORMS for the persons for whom it holds shares as nominee provided that such bank, trust company, security broker-dealer or nominee certifies Subject to the satisfaction of EMERALD Cutback, the Step-Up and MBCN the names Non-Accredited Investor Adjustment, Buyer shall observe the Rollover Elections of the persons for whom it is so holding shares (hereinafter referred Partial Rollover Holders and shall issue Buyer Equity Consideration to as the “BENEFICIAL OWNERS”). In such case, each BENEFICIAL OWNER for whom an ELECTION FORM is submitted shall be treated as a separate owner for purposes of the election procedure and allocation of shares set forth in this ARTICLE TWO. (e) Any holder of EMERALD common shares may at any time before the ELECTION DEADLINE withdraw such holder’s election and either (i) submit a new ELECTION FORM Partial Rollover Holder in accordance with the procedures in this Section 2.04 or (ii) withdraw the CERTIFICATE or CERTIFICATES for EMERALD common shares deposited therewith by providing written notice that is received by MBCN or the EXCHANGE AGENT, as applicable, by 5:00 p.m., local time, on the business day prior to the ELECTION DEADLINE. ELECTIONS may be similarly revoked if this AGREEMENT is terminatedsuch Partial Rollover Holder’s Rollover Election Form.

Election Procedures. (a) An Parent shall designate an exchange agent to act as agent (the "EXCHANGE AGENT") for purposes of conducting the election form procedure and the exchange procedure described in Sections 3.03 and 3.04. Provided that the Company has delivered, or caused to be delivered, to the Exchange Agent all information which is necessary for the Exchange Agent to perform its obligations as specified herein, the Exchange Agent shall, no later than the twenty-fifth (25th) Business Day prior to the anticipated Effective Date, mail or make available to each holder of record of a Certificate or Certificates: (i) a notice and letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of the Certificates to the Exchange Agent) advising such holder of the anticipated effectiveness of the Merger and the procedure for surrendering to the Exchange Agent such Certificate or Certificates in exchange for the consideration set forth in Section 3.01(d) hereof deliverable in respect thereof pursuant to this Agreement and (ii) an election form in such form as EMERALD Parent and MBCN the Company shall mutually agree (hereinafter referred to as the “"ELECTION FORM”) shall be mailed to each holder of EMERALD common shares, along with the PROXY STATEMENT/PROSPECTUS (as defined in Section 6.02 of this AGREEMENT) and related proxy materials for the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders. The shareholders of EMERALD entitled to receive the ELECTION FORM shall be those shareholders of record as of the record date fixed for the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders. EMERALD and MBCN shall also establish a deadline for receipt of such ELECTION FORMS (hereinafter referred to as the “ELECTION DEADLINE”"), which deadline shall be the close of business on the date of the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders, unless MBCN elects to establish a later ELECTION DEADLINE not later than the close of business on the last day that EMERALD shareholders are permitted to give notice of their exercise of statutory dissenters’ rights. MBCN shall also use commercially reasonable efforts to provide the ELECTION FORM to shareholders of record who become record shareholders after the record date and before the ELECTION DEADLINE. (b) Each ELECTION FORM Election Form shall entitle permit the holder (or in the case of EMERALD common shares nominee record holders, the beneficial owner through proper instructions and documentation) (i) to elect to receive the CASH CONSIDERATION for Parent Common Stock with respect to all of such holder’s shares 's Company Common Stock as hereinabove provided (hereinafter referred to as a “CASH ELECTION”the "STOCK ELECTION SHARES"), , (ii) to elect to receive the STOCK CONSIDERATION for cash with respect to all of such holder’s shares 's Company Common Stock as hereinabove provided (hereinafter referred to as a “STOCK ELECTION”the "CASH ELECTION SHARES"), , (iii) to elect to receive the CASH CONSIDERATION Parent Common Stock with respect to some part of such holder’s shares 's Company Common Stock and the STOCK CONSIDERATION to receive cash with respect to the remaining part of such holder’s remaining shares 's Company Common Stock as hereinabove provided (hereinafter referred to as a “"MIXED ELECTION”"), or or (iv) to indicate that such holder has makes no preference concerning such election with respect to such holder's shares of Company Common Stock (the receipt of the CASH CONSIDERATION or the STOCK CONSIDERATION (hereinafter referred to as a “NON-ELECTION”). EMERALD common shares for which the CASH CONSIDERATION is elected pursuant to a CASH ELECTION or a MIXED ELECTION are referred to herein as “CASH ELECTION SHARES.” EMERALD common shares for which the STOCK CONSIDERATION is elected pursuant to a STOCK ELECTION or a MIXED ELECTION are referred to herein as “STOCK ELECTION SHARES.” EMERALD common shares for which the NON-ELECTION is the made, and EMERALD common shares for which no election is made by the holder by the ELECTION DEADLINE (excluding DISSENTING SHARES, as defined in Section 2.10 of this AGREEMENT) are referred to herein as “NON"NO-ELECTION SHARES").” (c) An election With respect to each holder of Company Common Stock who makes a Mixed Election, the shares of Company Common Stock such holder elects to be converted into the right to receive Parent Common Stock shall be considered treated as Stock Election Shares and the shares such holder elects to have been validly made by a holder be converted into the right to receive cash shall be treated as Cash Election Shares for purposes of EMERALD common shares only if, on or before 5:00 p.m., local time, on the ELECTION DEADLINE, MBCN or the EXCHANGE AGENT (as defined belowprovisions contained in Sections 3.03(b), as applicable, 3.03(g) and 3.03(h). Nominee record holders who hold Company Common Stock on behalf of multiple beneficial owners shall have received an ELECTION FORM properly completed and executed by such holder, accompanied by either (i) one or more certificates (a “CERTIFICATE”) representing the EMERALD common shares as to which such election is being made, duly endorsed in blank or otherwise in form acceptable for transfer on the books of EMERALD, or containing an appropriate guaranty of delivery in the form customarily used in transactions of this nature from a member of a national securities exchange or a member indicate how many of the National Association of Securities Dealersshares held by them are Stock Election Shares, Inc., or a commercial bank or trust company in the United States, or (ii) with respect to a CERTIFICATE that has been lost, stolen, or destroyed, the affidavit and, if required, bond required under Section 2.06(g) of this AGREEMENT. Subject to the terms of this AGREEMENT Cash Election Shares and the ELECTION FORM, MBCN 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. Any good faith decisions of MBCN regarding such matters shall be binding and conclusiveNo-Election Shares. (d) A holder of EMERALD common shares that is If a bank, trust company, security broker-dealer or other recognized nominee, may shareholder either (i) does not submit one or more ELECTION FORMS for the persons for whom it holds shares as nominee provided that such bank, trust company, security broker-dealer or nominee certifies a properly completed Election Form prior to the satisfaction Election Deadline or (ii) revokes an Election Form prior to the Election Deadline and does not resubmit a properly completed Election Form prior to the Election Deadline, the shares of EMERALD and MBCN the names of the persons for whom it is so holding shares (hereinafter referred to as the “BENEFICIAL OWNERS”). In Company Common Stock held by such case, each BENEFICIAL OWNER for whom an ELECTION FORM is submitted shareholder shall be treated as a separate owner for purposes of No-Election Shares. Any Dissenting Shares shall be deemed to be Cash Election Shares, and with respect to such shares the election procedure and allocation of shares set forth holders thereof shall in this ARTICLE TWOno event be classified as Reallocated Stock Shares. (e) Any holder of EMERALD common shares may at any time before the ELECTION DEADLINE withdraw such holder’s election and either (i) submit a new ELECTION FORM in accordance with the procedures in this Section 2.04 or (ii) withdraw the CERTIFICATE or CERTIFICATES for EMERALD common shares deposited therewith by providing written notice that is received by MBCN or the EXCHANGE AGENT, as applicable, by 5:00 p.m., local time, on the business day prior to the ELECTION DEADLINE. ELECTIONS may be similarly revoked if this AGREEMENT is terminated.

Election Procedures. Each holder of record of shares of North Fork Common Stock ("HOLDER") shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures: (a) An election form and letter of transmittal Each Holder may specify in such form as EMERALD and MBCN shall mutually agree (hereinafter referred to as the “ELECTION FORM”) shall be mailed to each holder of EMERALD common shares, along a request made in accordance with the PROXY STATEMENT/PROSPECTUS (as defined in Section 6.02 provisions of this AGREEMENTSection 2.1 (herein called an "ELECTION") (i) the number of shares of North Fork Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and related proxy materials for (ii) the special shareholders’ meeting at number of shares of North Fork Common Stock owned by such Holder with respect to which the MERGER will be submitted such Holder desires to make a vote of EMERALD’s shareholders. The shareholders of EMERALD entitled to receive the ELECTION FORM shall be those shareholders of record as of the record date fixed for the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders. EMERALD and MBCN shall also establish a deadline for receipt of such ELECTION FORMS (hereinafter referred to as the “ELECTION DEADLINE”), which deadline shall be the close of business on the date of the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders, unless MBCN elects to establish a later ELECTION DEADLINE not later than the close of business on the last day that EMERALD shareholders are permitted to give notice of their exercise of statutory dissenters’ rights. MBCN shall also use commercially reasonable efforts to provide the ELECTION FORM to shareholders of record who become record shareholders after the record date and before the ELECTION DEADLINECash Election. (b) Each ELECTION Capital One shall prepare a form reasonably acceptable to North Fork (the "FORM OF ELECTION") which shall entitle be mailed to record holders of North Fork Common Stock so as to permit those holders to exercise their right to make an Election prior to the holder of EMERALD common shares (i) to elect to receive the CASH CONSIDERATION for all of such holder’s shares (hereinafter referred to as a “CASH ELECTION”), (ii) to elect to receive the STOCK CONSIDERATION for all of such holder’s shares (hereinafter referred to as a “STOCK ELECTION”), (iii) to elect to receive the CASH CONSIDERATION with respect to some of such holder’s shares and the STOCK CONSIDERATION with respect to such holder’s remaining shares (hereinafter referred to as a “MIXED ELECTION”), or (iv) to indicate that such holder has no preference concerning the receipt of the CASH CONSIDERATION or the STOCK CONSIDERATION (hereinafter referred to as a “NON-ELECTION”). EMERALD common shares for which the CASH CONSIDERATION is elected pursuant to a CASH ELECTION or a MIXED ELECTION are referred to herein as “CASH ELECTION SHARESElection Deadline.” EMERALD common shares for which the STOCK CONSIDERATION is elected pursuant to a STOCK ELECTION or a MIXED ELECTION are referred to herein as “STOCK ELECTION SHARES.” EMERALD common shares for which the NON-ELECTION is the made, and EMERALD common shares for which no election is made by the holder by the ELECTION DEADLINE (excluding DISSENTING SHARES, as defined in Section 2.10 of this AGREEMENT) are referred to herein as “NON-ELECTION SHARES.” (c) An election Capital One shall make the Form of Election initially available not less than twenty (20) business days prior to the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of North Fork who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be considered a bank or trust company selected by Capital One and reasonably acceptable to have been validly made by a holder of EMERALD common shares only ifNorth Fork (the "EXCHANGE AGENT"), on or before 5:00 p.m., local time, on pursuant to an agreement (the ELECTION DEADLINE, MBCN or the "EXCHANGE AGENT (as defined below), as applicableAGREEMENT") entered into prior to the mailing of the Form of Election to North Fork stockholders, shall have received an ELECTION FORM received, by the Election Deadline, a Form of Election properly completed and executed by such holder, signed and accompanied by either (i) one or more certificates (a “CERTIFICATE”) representing the EMERALD common shares as Certificates to which such election is being made, duly endorsed in blank Form of Election relates or otherwise in form acceptable for transfer on the books of EMERALD, or containing by an appropriate guaranty customary guarantee of delivery of such certificates, as set forth in the form customarily used in transactions such Form of this nature Election, from a member of a any registered national securities exchange or a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company in the United States; provided, or that such Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of North Fork Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Capital One, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, "ELECTION DEADLINE" means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the later of (1) the date of the meeting of North Fork stockholders pursuant to Section 6.3 and (2) the earlier of (i) the date that Capital One and North Fork shall agree is as near as practicable to five (5) business days prior to the expected Closing Date taking into account Capital One's intention to minimize the impact of limitations under applicable law that might apply during the period from the initial mailing of the Forms of Election until the Election Deadline and (ii) with respect September 1, 2006; PROVIDED that if it appears that the Closing Date will not take place on or prior to a CERTIFICATE that has been lostOctober 13, stolen, or destroyed2006, the affidavit and, if required, bond required under Section 2.06(g) of this AGREEMENT. Subject to the terms of this AGREEMENT and the ELECTION FORM, MBCN parties 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. Any good faith decisions discuss whether such September 1, 2006 date should be deferred to an appropriate later date. North Fork and Capital One shall cooperate to issue a press release reasonably satisfactory to each of MBCN regarding such matters shall be binding and conclusive. (d) A holder of EMERALD common shares that is a bank, trust company, security broker-dealer or other recognized nominee, may submit one or more ELECTION FORMS for them announcing the persons for whom it holds shares as nominee provided that such bank, trust company, security broker-dealer or nominee certifies to the satisfaction of EMERALD and MBCN the names date of the persons for whom it is so holding shares Election Deadline not more than fifteen (hereinafter referred to as 15) business days before, and at least five (5) business days prior to, the “BENEFICIAL OWNERS”). In such case, each BENEFICIAL OWNER for whom an ELECTION FORM is submitted shall be treated as a separate owner for purposes of the election procedure and allocation of shares set forth in this ARTICLE TWOElection Deadline. (e) Any holder of EMERALD common shares may at any time before the ELECTION DEADLINE withdraw such holder’s election and either (i) submit a new ELECTION FORM in accordance with the procedures in this Section 2.04 or (ii) withdraw the CERTIFICATE or CERTIFICATES for EMERALD common shares deposited therewith by providing written notice that is received by MBCN or the EXCHANGE AGENT, as applicable, by 5:00 p.m., local time, on the business day prior to the ELECTION DEADLINE. ELECTIONS may be similarly revoked if this AGREEMENT is terminated.

Election Procedures. (a) An election form and letter other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of transmittal loss and title to the Certificates or Book Entry Shares theretofore representing shares of Company Common Stock or shares of Company Preferred Stock shall pass, only upon proper surrender or transfer of such Certificates or Book Entry Shares, as the case may be, to the Exchange Agent) in such form and having such provisions as EMERALD and MBCN shall mutually agree Parent may reasonably specify (hereinafter referred to as the “ELECTION FORMElection Form”) shall be mailed together with the Proxy Statement or at such other time as the Company and Parent may agree (the “Mailing Date”) to each holder of EMERALD common shares, along with the PROXY STATEMENT/PROSPECTUS (as defined in Section 6.02 record of this AGREEMENT) and related proxy materials for the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders. The shareholders of EMERALD entitled to receive the ELECTION FORM shall be those shareholders of record Company Common Stock or Company Preferred Stock as of the record date fixed for notice of the special shareholders’ meeting at which Company Special Meeting (the MERGER will be “Election Form Record Date”). (b) Each Election Form submitted with respect to a vote shares of EMERALD’s shareholders. EMERALD Company Common Stock shall permit the holder (or the beneficial owner through appropriate and MBCN shall also establish a deadline for receipt customary documentation and instructions), other than any holder of Dissenting Shares, to specify (i) the number of shares of such ELECTION FORMS holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Stock Consideration (hereinafter “Stock Election Common Shares”), (ii) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Cash Consideration (“Cash Election Common Shares”) or (iii) that such holder makes no election with respect to such holder’s Company Common Stock (“No Election Common Shares”). Each Election Form submitted with respect to shares of Company Preferred Stock shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (i) the number of shares of such holder’s Company Preferred Stock with respect to which such holder elects to receive the As-Converted Per Share Stock Consideration (“Stock Election Preferred Shares”), (ii) the number of shares of such holder’s Company Preferred Stock with respect to which such holder elects to receive the As-Converted Per Share Cash Consideration (“Cash Election Preferred Shares”) or (iii) that such holder makes no election with respect to such holder’s Company Preferred Stock (“No Election Preferred Shares”). The Cash Election Common Shares and Cash Election Preferred Shares are referred to collectively herein as the “ELECTION DEADLINECash Election Shares.” The Stock Election Common Shares and the Stock Election Preferred Shares are referred to collectively herein as the “Stock Election Shares.” The No Election Common Shares and No Election Preferred Shares are referred to collectively herein as the “No Election Shares.” Any Company Common Stock and any Company Preferred Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., Houston time, on the 33rd day following the Mailing Date (or such other time and date as the Company and Parent shall agree) (the “Election Deadline”)) (other than any shares of Company Common Stock or Company Preferred Stock that constitute Dissenting Shares as of such time) shall also be deemed to be No Election Common Shares or No Election Preferred Shares, which deadline as the case may be. (c) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Company Common Stock or Company Preferred Stock between the Election Form Record Date and the close of business on the date of Business Day prior to the special shareholders’ meeting at which Election Deadline, and the MERGER will be submitted Company shall provide to a vote of EMERALD’s shareholders, unless MBCN elects the Exchange Agent all information reasonably necessary for it to establish a later ELECTION DEADLINE not later than the close of business on the last day that EMERALD shareholders are permitted to give notice of their exercise of statutory dissenters’ rights. MBCN shall also use commercially reasonable efforts to provide the ELECTION FORM to shareholders of record who become record shareholders after the record date and before the ELECTION DEADLINEperform as specified herein. (bd) Each ELECTION FORM Any such election shall entitle have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. With respect to shares of Company Common Stock or Company Preferred Stock represented by a Certificate, an Election Form shall be deemed properly completed only if accompanied by such Certificate (or customary affidavits and indemnification regarding the loss or destruction of such Certificate or the guaranteed delivery of such Certificate), together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the Person submitting such Election Form prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company Common Stock or Company Preferred Stock represented by such Election Form shall become No Election Shares, and Parent shall cause the Certificates, if any, representing Company Common Stock or Company Preferred Stock to be promptly returned without charge to the Person submitting the Election Form upon written request to that effect from the holder of EMERALD common shares who submitted the Election Form, except to the extent (iif any) to elect to receive the CASH CONSIDERATION for all of such holder’s shares (hereinafter referred to as a “CASH ELECTION”), (ii) to elect to receive the STOCK CONSIDERATION for all of such holder’s shares (hereinafter referred to as a “STOCK ELECTION”), (iii) to elect to receive the CASH CONSIDERATION subsequent election is properly made with respect to some of such holder’s shares and the STOCK CONSIDERATION with respect to such holder’s remaining shares (hereinafter referred to as a “MIXED ELECTION”), any or (iv) to indicate that such holder has no preference concerning the receipt all of the CASH CONSIDERATION applicable shares of Company Common Stock or the STOCK CONSIDERATION (hereinafter referred to as a “NON-ELECTION”). EMERALD common shares for which the CASH CONSIDERATION is elected pursuant to a CASH ELECTION or a MIXED ELECTION are referred to herein as “CASH ELECTION SHARES.” EMERALD common shares for which the STOCK CONSIDERATION is elected pursuant to a STOCK ELECTION or a MIXED ELECTION are referred to herein as “STOCK ELECTION SHARES.” EMERALD common shares for which the NON-ELECTION is the made, and EMERALD common shares for which no election is made by the holder by the ELECTION DEADLINE (excluding DISSENTING SHARES, as defined in Section 2.10 of this AGREEMENT) are referred to herein as “NON-ELECTION SHARES.” (c) An election shall be considered to have been validly made by a holder of EMERALD common shares only if, on or before 5:00 p.m., local time, on the ELECTION DEADLINE, MBCN or the EXCHANGE AGENT (as defined below), as applicable, shall have received an ELECTION FORM properly completed and executed by such holder, accompanied by either (i) one or more certificates (a “CERTIFICATE”) representing the EMERALD common shares as to which such election is being made, duly endorsed in blank or otherwise in form acceptable for transfer on the books of EMERALD, or containing an appropriate guaranty of delivery in the form customarily used in transactions of this nature from a member of a national securities exchange or a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company in the United States, or (ii) with respect to a CERTIFICATE that has been lost, stolen, or destroyed, the affidavit and, if required, bond required under Section 2.06(g) of this AGREEMENTCompany Preferred Stock. Subject to the terms of this AGREEMENT Agreement and of the ELECTION FORMElection Form, MBCN the Exchange Agent shall have reasonable discretion to determine whether any election, revocation, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any ELECTION FORM. Any good faith decisions of MBCN the Exchange Agent regarding such matters shall be binding and conclusive. (d) A holder of EMERALD common shares that is a bank, trust company, security broker-dealer or other recognized nominee, may submit one or more ELECTION FORMS for the persons for whom it holds shares as nominee provided that such bank, trust company, security broker-dealer or nominee certifies to the satisfaction of EMERALD and MBCN the names . None of the persons for whom it is so holding shares (hereinafter referred to as Company, Parent, Merger Sub or the “BENEFICIAL OWNERS”). In such case, each BENEFICIAL OWNER for whom an ELECTION FORM is submitted Exchange Agent shall be treated as a separate owner for purposes under any obligation to notify any Person of the election procedure and allocation of shares set forth any defect in this ARTICLE TWOan Election Form. (e) Any holder Within ten Business Days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon after the Effective Time as practicable (and in no event more than ten Business Days after the Effective Time), Parent shall cause the Exchange Agent to effect the allocation among the holders of EMERALD common shares may at any time before Company Common Stock and Company Preferred Stock of rights to receive Parent Common Shares or cash in the ELECTION DEADLINE withdraw such holder’s election and either (i) submit a new ELECTION FORM Merger in accordance with the procedures in this Section 2.04 or (ii) withdraw the CERTIFICATE or CERTIFICATES for EMERALD common shares deposited therewith by providing written notice that is received by MBCN or the EXCHANGE AGENT, Election Forms as applicable, by 5:00 p.m., local time, on the business day prior to the ELECTION DEADLINE. ELECTIONS may be similarly revoked if this AGREEMENT is terminated.follows:

Election Procedures. 11 - (a) An Parent shall designate an exchange agent to act as agent (the "EXCHANGE AGENT") for purposes of conducting the election form procedure and the exchange procedure described in Sections 3.03 and 3.04. Provided that the Company has delivered, or caused to be delivered, to the Exchange Agent all information which is necessary for the Exchange Agent to perform its obligations as specified herein, the Exchange Agent shall, no later than the twenty-fifth (25th) Business Day prior to the anticipated Effective Date, mail or make available to each holder of record of a Certificate or Certificates (i) a notice and letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of the Certificates to the Exchange Agent) advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Exchange Agent such Certificate or Certificates in exchange for the consideration set forth in Section 3.01(d) hereof deliverable in respect thereof pursuant to this Agreement and (ii) an election form in such form as EMERALD Parent and MBCN the Company shall mutually agree (hereinafter referred to as the “"ELECTION FORM”) shall be mailed to each holder of EMERALD common shares, along with the PROXY STATEMENT/PROSPECTUS (as defined in Section 6.02 of this AGREEMENT) and related proxy materials for the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders. The shareholders of EMERALD entitled to receive the ELECTION FORM shall be those shareholders of record as of the record date fixed for the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders. EMERALD and MBCN shall also establish a deadline for receipt of such ELECTION FORMS (hereinafter referred to as the “ELECTION DEADLINE”"), which deadline shall be the close of business on the date of the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders, unless MBCN elects to establish a later ELECTION DEADLINE not later than the close of business on the last day that EMERALD shareholders are permitted to give notice of their exercise of statutory dissenters’ rights. MBCN shall also use commercially reasonable efforts to provide the ELECTION FORM to shareholders of record who become record shareholders after the record date and before the ELECTION DEADLINE. (b) Each ELECTION FORM Election Form shall entitle permit the holder (or in the case of EMERALD common shares nominee record holders, the beneficial owner through proper instructions and documentation) (i) to elect to receive the CASH CONSIDERATION for Parent Common Stock with respect to all of such holder’s shares 's Company Common Stock as hereinabove provided (hereinafter referred to as a “CASH ELECTION”the "STOCK ELECTION SHARES"), , (ii) to elect to receive the STOCK CONSIDERATION for cash with respect to all of such holder’s shares 's Company Common Stock as hereinabove provided (hereinafter referred to as a “STOCK ELECTION”the "CASH ELECTION SHARES"), , (iii) to elect to receive the CASH CONSIDERATION Parent Common Stock with respect to some part of such holder’s shares 's Company Common Stock and the STOCK CONSIDERATION to receive cash with respect to the remaining part of such holder’s remaining shares 's Company Common Stock as hereinabove provided (hereinafter referred to as a “"MIXED ELECTION”"), or or (iv) to indicate that such holder has makes no preference concerning such election with respect to such holder's shares of Company Common Stock (the receipt of the CASH CONSIDERATION or the STOCK CONSIDERATION (hereinafter referred to as a “NON-ELECTION”). EMERALD common shares for which the CASH CONSIDERATION is elected pursuant to a CASH ELECTION or a MIXED ELECTION are referred to herein as “CASH ELECTION SHARES.” EMERALD common shares for which the STOCK CONSIDERATION is elected pursuant to a STOCK ELECTION or a MIXED ELECTION are referred to herein as “STOCK ELECTION SHARES.” EMERALD common shares for which the NON-ELECTION is the made, and EMERALD common shares for which no election is made by the holder by the ELECTION DEADLINE (excluding DISSENTING SHARES, as defined in Section 2.10 of this AGREEMENT) are referred to herein as “NON"NO-ELECTION SHARES").” (c) An election With respect to each holder of Company Common Stock who makes a Mixed Election, the shares of Company Common Stock such holder elects to be converted into the right to receive Parent Common Stock shall be considered treated as Stock Election Shares and the shares such holder elects to have been validly made by a holder be converted into the right to receive cash shall be treated as Cash Election Shares for purposes of EMERALD common shares only if, on or before 5:00 p.m., local time, on the ELECTION DEADLINE, MBCN or the EXCHANGE AGENT (as defined belowprovisions contained in Sections 3.03(b), as applicable, 3.03(g) and 3.03(h). Nominee record holders who hold Company Common Stock on behalf of multiple beneficial owners shall have received an ELECTION FORM properly completed and executed by such holder, accompanied by either (i) one or more certificates (a “CERTIFICATE”) representing the EMERALD common shares as to which such election is being made, duly endorsed in blank or otherwise in form acceptable for transfer on the books of EMERALD, or containing an appropriate guaranty of delivery in the form customarily used in transactions of this nature from a member of a national securities exchange or a member indicate how many of the National Association of Securities Dealersshares held by them are Stock Election Shares, Inc., or a commercial bank or trust company in the United States, or (ii) with respect to a CERTIFICATE that has been lost, stolen, or destroyed, the affidavit and, if required, bond required under Section 2.06(g) of this AGREEMENT. Subject to the terms of this AGREEMENT Cash Election Shares and the ELECTION FORM, MBCN 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. Any good faith decisions of MBCN regarding such matters shall be binding and conclusiveNo-Election Shares. (d) A holder of EMERALD common shares that is If a bank, trust company, security broker-dealer or other recognized nominee, may submit one or more ELECTION FORMS for the persons for whom it holds shares as nominee provided that such bank, trust company, security broker-dealer or nominee certifies to the satisfaction of EMERALD and MBCN the names of the persons for whom it is so holding shares (hereinafter referred to as the “BENEFICIAL OWNERS”). In such case, each BENEFICIAL OWNER for whom an ELECTION FORM is submitted shall be treated as a separate owner for purposes of the election procedure and allocation of shares set forth in this ARTICLE TWO. (e) Any holder of EMERALD common shares may at any time before the ELECTION DEADLINE withdraw such holder’s election and shareholder either (i) does not submit a new ELECTION FORM in accordance with properly completed Election Form - 12 - prior to the procedures in this Section 2.04 Election Deadline or (ii) withdraw the CERTIFICATE or CERTIFICATES for EMERALD common shares deposited therewith by providing written notice that is received by MBCN or the EXCHANGE AGENT, as applicable, by 5:00 p.m., local time, on the business day revokes an Election Form prior to the ELECTION DEADLINEElection Deadline and does not resubmit a properly completed Election Form prior to the Election Deadline, the shares of Company Common Stock held by such shareholder shall be designated No-Election Shares. ELECTIONS may Any Dissenting Shares shall be similarly revoked if this AGREEMENT is terminateddeemed to be Cash Election Shares, and with respect to such shares the holders thereof shall in no event be classified as Reallocated Stock Shares.

Election Procedures. (a) An election form and letter of transmittal in such form as EMERALD MSTI and MBCN Citizens shall mutually agree (hereinafter referred to as the “an "ELECTION FORM”") shall be mailed to each holder of EMERALD common shares, along with no later than the PROXY STATEMENT/PROSPECTUS Mailing Date (as defined in Section 6.02 of this AGREEMENTbelow) and related proxy materials for the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders. The shareholders of EMERALD entitled to receive the ELECTION FORM shall be those shareholders of record each Election Stockholder as of the record date fixed for the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholdersEffective Time. EMERALD and MBCN shall also establish a deadline for receipt of such ELECTION FORMS (hereinafter referred to as the “ELECTION DEADLINE”), which deadline The "MAILING DATE" shall be the close of business on the date of the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders, unless MBCN elects to establish a later ELECTION DEADLINE not later than the close of business on the last day that EMERALD shareholders are permitted to give notice of their exercise of statutory dissenters’ rights. MBCN shall also use commercially reasonable efforts to provide the ELECTION FORM to shareholders of record who become record shareholders is ten (10) Business Days after the record date and before the ELECTION DEADLINEEffective Time. (b) Each ELECTION FORM Election Form shall entitle the holder Election Stockholder (or the beneficial owner of EMERALD common shares Citizens Common Stock through appropriate and customary documentation and instructions) to: (i) to elect to receive the CASH CONSIDERATION Stock Consideration for all of such holder’s 's shares (hereinafter referred to as a “CASH "STOCK ELECTION”"), ; (ii) to elect to receive the STOCK CONSIDERATION Cash Consideration for all of such holder’s 's shares (hereinafter referred to as a “STOCK "CASH ELECTION”"), ; (iii) to elect to receive the CASH CONSIDERATION Stock Consideration with respect to some of such holder’s 's shares and the STOCK CONSIDERATION Cash Consideration with respect to such holder’s 's remaining shares (hereinafter referred to as a “"MIXED ELECTION”"), provided that no Citizens Stockholder may make a Mixed Election in which such Citizens Stockholder elects to receive the Stock Consideration with respect to fewer than one hundred (100) of such holder's shares; or (iv) make no valid election as to indicate that such holder has no preference concerning the receipt of the CASH CONSIDERATION Cash Consideration or the STOCK CONSIDERATION Stock Consideration (hereinafter referred to as a “"NON-ELECTION”"). EMERALD common Holders of record of shares of Citizens Common Stock who hold such shares as nominees, trustees or in other representative capacities (a "SHARE REPRESENTATIVE") may submit multiple Election Forms, provided that such Share Representative certifies that each such Election Form covers all the shares of Citizens Common Stock held by that Share Representative for a particular beneficial owner. Shares of Citizens Common Stock as to which the CASH CONSIDERATION is elected a Cash Election has been made (including pursuant to a CASH ELECTION or a MIXED ELECTION are referred to herein as “CASH ELECTION SHARES.” EMERALD common shares for which the STOCK CONSIDERATION is elected pursuant to a STOCK ELECTION or a MIXED ELECTION are referred to herein as “STOCK ELECTION SHARES.” EMERALD common shares for which the NON-ELECTION is the made, and EMERALD common shares for which no election is made by the holder by the ELECTION DEADLINE (excluding DISSENTING SHARES, as defined in Section 2.10 of this AGREEMENTMixed Election) are referred to herein as “"CASH ELECTION SHARES." Shares of Citizens Common Stock as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as "STOCK ELECTION SHARES." Shares of Citizens Common Stock as to which no election has been made are referred to as "NON-ELECTION SHARES.”" Shares of Citizens Common Stock held by any Mandatory Cash Stockholder are referred to herein as "MANDATORY ELECTION SHARES." For purposes of this Section, Dissenting Shares shall be deemed Cash Election Shares. (c) An election shall To be considered to have been validly made effective, a properly completed Election Form must be received by a holder of EMERALD common shares only ifBankIllinois, an Illinois state bank with its main office located in Champaign, Illinois, and an MSTI Subsidiary (the "EXCHANGE Agent"), on or before 5:00 p.m., local time, p.m. on the thirtieth (30th) Business Day following the Mailing Date (or such other time and date as MSTI and Citizens may mutually agree) (the "ELECTION DEADLINE, MBCN or the EXCHANGE AGENT (as defined below"), as applicable, . An election shall have been properly made only if the Exchange Agent shall have actually received an ELECTION FORM a properly completed and executed Election Form by such holder, the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by either (i) one or more certificates Old Certificates (a “CERTIFICATE”) representing the EMERALD common shares as to which such election is being made, duly endorsed in blank or otherwise in form acceptable for transfer on the books of EMERALD, or containing an appropriate guaranty of delivery in the form customarily used in transactions of this nature from a member of a national securities exchange or a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company in the United States, or (ii) with respect to a CERTIFICATE that has been lost, stolen, or destroyed, the affidavit customary affidavits and, if requiredrequired by MSTI, bond required under Section 2.06(gindemnification and a surety bond, regarding the loss or destruction of such Old Certificates or the guaranteed delivery of such Old Certificates) representing all shares of this AGREEMENTCitizens Common Stock covered by such Election Form, together with a duly executed Transmittal Letter included with the Election Form. Subject to the terms of this AGREEMENT Agreement and of the ELECTION FORMElection Form, MBCN the Exchange Agent shall have reasonable discretion to determine whether any election, revocation, or change election has been properly or timely made and to disregard immaterial defects in any ELECTION FORM. Any Election Form, and any good faith decisions of MBCN the Exchange Agent regarding such matters shall be binding and conclusive. (d) A Within ten (10) Business Days after the Election Deadline, MSTI shall cause the Exchange Agent to effect the allocation among Election Stockholders of rights to receive the Cash Consideration and the Stock Consideration as follows: (i) If the Aggregate Stock Election Number exceeds the Required Stock Election Number, then all Cash Election Shares and all Non-Election Shares will be converted into the right to receive the Cash Consideration, and, with respect to each holder of EMERALD common shares Stock Election Shares, then: (A) that number of Stock Election Shares which is a bank, trust company, security broker-dealer or other recognized nominee, may submit one or more ELECTION FORMS for the persons for whom it holds shares as nominee provided that such bank, trust company, security broker-dealer or nominee certifies equal to the satisfaction of EMERALD and MBCN product obtained by multiplying (1) the names of the persons for whom it is so holding shares Stock Election Excess Amount by (hereinafter 2) such stockholder's Stock Election Percentage (such amount being referred to as the “BENEFICIAL OWNERS”such stockholder's "INDIVIDUAL STOCK EXCESS AMOUNT"). In such case, each BENEFICIAL OWNER for whom an ELECTION FORM is submitted shall be treated as a separate owner for purposes converted into the right to receive the Cash Consideration; and (B) that number of Stock Election Shares equal to the election procedure and allocation of shares set forth in this ARTICLE TWOdifference between (1) such stockholder's Individual Stock Election Number, less (2) such stockholder's Individual Stock Excess Amount, shall be converted into the right to receive the Stock Consideration. (eii) Any If the Aggregate Cash Election Number exceeds the Required Cash Election Number, then all Stock Election Shares will be converted into the right to receive the Stock Consideration, and, with respect to each holder of EMERALD common shares may at any time before Cash Election Shares and Non-Election Shares, then: (A) that number of Cash Election Shares and Non-Election Shares which is equal to the ELECTION DEADLINE withdraw product obtained by multiplying (1) the Cash Election Excess Amount by (2) such holder’s election stockholder's Cash Election Percentage (such amount being referred to as such stockholder's "INDIVIDUAL CASH EXCESS AMOUNT"), shall be converted into the right to receive the Stock Consideration; and (B) that number of Cash Election Shares and either Non-Election Shares which is equal to the difference between (i1) submit such stockholder's Individual Cash Election Number, less (2) such stockholder's Individual Cash Excess Amount, shall be converted into the right to receive the Cash Consideration. (iii) If the Aggregate Stock Election Number is equal to the Required Stock Election Number, then all Stock Election Shares will be converted into the right to receive the Stock Consideration, and all Cash Election Shares and Non-Election Shares will be converted into the right to receive the Cash Consideration. (iv) If (A) all Election Stockholders make only a new ELECTION FORM Stock Election, and (B) there are no Mandatory Cash Stockholders, such that the Aggregate Stock Election Number is equal to one hundred percent (100%) of the Outstanding Citizens Shares, then the Outstanding Citizens Shares held by each Election Stockholder shall be converted into the Merger Consideration in accordance with the procedures in this Section 2.04 or following formula, viz., fifty percent (ii50%) withdraw of the CERTIFICATE or CERTIFICATES for EMERALD common shares deposited therewith of Citizens Common Stock held by providing written notice each Election Stockholder shall be converted into the right to receive the Stock Consideration, and fifty percent (50%) of the shares of Citizens Common Stock held by each Election Stockholder shall be converted into the right to receive the Cash Consideration. (v) If all Election Stockholders make only a Cash Election, such that the Aggregate Cash Election Number is received by MBCN or equal to one hundred percent (100%) of the EXCHANGE AGENTOutstanding Citizens Shares, as applicablethen the Exchange Agent shall allocate the Cash Consideration and the Stock Consideration on a pro rata basis among all Election Stockholders, by 5:00 p.m.such that, local timefollowing such allocation and taking into account the Cash Consideration to be paid to any Mandatory Cash Stockholders, on fifty percent (50%) of the business day prior Outstanding Citizens Shares are converted into the right to receive the ELECTION DEADLINE. ELECTIONS may be similarly revoked if this AGREEMENT is terminatedStock Consideration, and fifty percent (50%) of the Outstanding Citizens Shares are converted into the right to receive the Cash Consideration.

Election Procedures. A. Election forms and other appropriate and customary transmittal materials (awhich shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of BVB Stock ("Certificates") An election form and letter shall pass, only upon proper delivery of transmittal such Certificates to an exchange agent designated by Interchange (the "Exchange Agent")) in such form as EMERALD Interchange and MBCN BVB shall mutually agree (hereinafter referred to as the “ELECTION FORM”"Election Forms") shall be mailed 30 days prior to the anticipated Effective Date or on such other earlier date as BVB and Interchange shall mutually agree ("Mailing Date") to each holder of EMERALD common sharesrecord of BVB Stock as of five business days prior to the Mailing Date ("Election Form Record Date"). B. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), along with subject to the PROXY STATEMENT/PROSPECTUS (as defined in Section 6.02 allocation procedures of this AGREEMENT) and related proxy materials for the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders. The shareholders of EMERALD entitled to receive the ELECTION FORM shall be those shareholders of record as of the record date fixed for the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders. EMERALD and MBCN shall also establish a deadline for receipt of such ELECTION FORMS (hereinafter referred to as the “ELECTION DEADLINE”)Section 1.07, which deadline shall be the close of business on the date of the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders, unless MBCN elects to establish a later ELECTION DEADLINE not later than the close of business on the last day that EMERALD shareholders are permitted to give notice of their exercise of statutory dissenters’ rights. MBCN shall also use commercially reasonable efforts to provide the ELECTION FORM to shareholders of record who become record shareholders after the record date and before the ELECTION DEADLINE. (b) Each ELECTION FORM shall entitle the holder of EMERALD common shares either (i) to elect to receive the CASH CONSIDERATION for all of only Interchange Stock with respect to such holder’s shares 's BVB Stock (hereinafter referred to as a “CASH ELECTION”"Stock Election Shares"), ; (ii) to elect to receive the STOCK CONSIDERATION for all of only cash with respect to such holder’s shares 's BVB Stock (hereinafter referred to as a “STOCK ELECTION”"Cash Election Shares"), ; (iii) to elect to receive the CASH CONSIDERATION with respect to some a combination of such holder’s shares Interchange Stock and the STOCK CONSIDERATION cash with respect to such holder’s remaining shares 's BVB Stock rounded, in each case, to the nearest whole share (hereinafter referred to as a “MIXED ELECTION”"Mixed Election Shares"), ; or (iv) to indicate that such holder makes no election ("No Election Shares"). Subject to the allocation procedures of this Section 1.07, the Mixed Election Shares shall be divided by the Exchange Agent into such portion (to be as closely as possible to 60% in the aggregate) with respect to which the holder will receive Interchange Stock (the "Mixed Stock Shares") and such portion (to be approximately 40% in the aggregate) with respect to which the holder will receive cash (the "Mixed Cash Shares") for the purposes of allocating the total 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 with respect to which a Mixed election has no preference concerning been made without regard to the receipt of pro rata selection process set forth below. Any BVB Stock with respect to which the CASH CONSIDERATION holder (or the STOCK CONSIDERATION (hereinafter referred to as a “NON-ELECTION”). EMERALD common shares for which the CASH CONSIDERATION is elected pursuant to a CASH ELECTION or a MIXED ELECTION are referred to herein as “CASH ELECTION SHARES.” EMERALD common shares for which the STOCK CONSIDERATION is elected pursuant to a STOCK ELECTION or a MIXED ELECTION are referred to herein as “STOCK ELECTION SHARES.” EMERALD common shares for which the NON-ELECTION is the made, and EMERALD common shares for which no election is made by the holder by the ELECTION DEADLINE (excluding DISSENTING SHARESbeneficial owner, as defined in Section 2.10 of this AGREEMENTthe case may be) are referred shall not have submitted to herein as “NON-ELECTION SHARES.” (c) An election shall be considered to have been validly made by a holder of EMERALD common shares only ifthe Exchange Agent an effective, properly completed Election Form on or before 5:00 p.m., local Eastern time, on the ELECTION DEADLINE25th day following the Mailing Date (or such other time and date as Interchange and BVB may mutually agree) (the "Election Deadline") shall also be deemed to be "No Election Shares." C. Interchange shall make available up to two separate Election Forms, MBCN or such additional Election Forms as Interchange in its sole discretion may permit, to all persons who become holders (or beneficial owners) of BVB Stock between the EXCHANGE AGENT (Election Form Record Date and close of business on the business day prior to the Election Deadline, and BVB shall provide to the Exchange Agent all information reasonably necessary for it to perform as defined below), as applicable, specified herein. BVB acknowledges that no deadlines for mailing Election Forms contained elsewhere in this Agreement shall be applicable to such shareholders and that the election requests of such shareholders need not be honored. D. Any such election shall have been properly made only if the Exchange Agent shall have actually received an ELECTION FORM a properly completed and executed Election Form by such holder, the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by either (i) one or more certificates Certificates (a “CERTIFICATE”or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing the EMERALD common all shares as to which of BVB Stock covered by such election is being madeElection Form, together with duly endorsed in blank or otherwise in form acceptable for transfer on the books of EMERALD, or containing an appropriate guaranty of delivery executed transmittal materials included in the form customarily used in transactions of this nature from a member of a national securities exchange Election Form. Any Election Form may be revoked or a member of changed by the National Association of Securities Dealersperson submitting such Election Form at or prior to the Election Deadline. Following the Election Deadline, Inc., an Election Form may not be revoked or a commercial bank or trust company in changed by the United States, or (ii) with respect person submitting such Election Form. In the event an Election Form is revoked prior to a CERTIFICATE that has been lost, stolen, or destroyedthe Election Deadline, the affidavit and, if required, bond required under Section 2.06(g) shares of this AGREEMENTBVB Stock represented by such Election Form shall become No Election Shares and Interchange shall cause the Certificates to be promptly returned without charge to the person submitting the Election Form upon written request to that effect from the person who submitted the Election Form. Subject to the terms of this AGREEMENT Agreement and of the ELECTION FORMElection Form, MBCN the Exchange Agent shall have reasonable the sole discretion to determine whether any election, revocation, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any ELECTION FORM. Any good faith decisions of MBCN the Exchange Agent regarding such matters shall be binding and conclusive. Neither Interchange nor the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form. (d) A holder E. Within five business days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, Interchange shall cause the Exchange Agent to effect the allocation among the holders of EMERALD common shares that is a bank, trust company, security broker-dealer BVB Stock of rights to receive Interchange Stock or other recognized nominee, may submit one or more ELECTION FORMS for cash in the persons for whom it holds shares as nominee provided that such bank, trust company, security broker-dealer or nominee certifies to the satisfaction of EMERALD and MBCN the names of the persons for whom it is so holding shares (hereinafter referred to as the “BENEFICIAL OWNERS”). In such case, each BENEFICIAL OWNER for whom an ELECTION FORM is submitted shall be treated as a separate owner for purposes of the election procedure and allocation of shares set forth in this ARTICLE TWO. (e) Any holder of EMERALD common shares may at any time before the ELECTION DEADLINE withdraw such holder’s election and either (i) submit a new ELECTION FORM Merger in accordance with the procedures in this Section 2.04 or (ii) withdraw the CERTIFICATE or CERTIFICATES for EMERALD common shares deposited therewith by providing written notice that is received by MBCN or the EXCHANGE AGENT, Election Forms as applicable, by 5:00 p.m., local time, on the business day prior to the ELECTION DEADLINE. ELECTIONS may be similarly revoked if this AGREEMENT is terminated.follows:

Election Procedures. (a) An Subject to the allocation and election form procedures set forth in this Section 2.2, each record holder (or beneficial owner through appropriate and letter customary documentation and instructions) immediately prior to the Effective Time of transmittal in such form as EMERALD and MBCN shall mutually agree (hereinafter referred to as the “ELECTION FORM”) shares of Target Common Stock shall be mailed to each holder of EMERALD common shares, along with the PROXY STATEMENT/PROSPECTUS (as defined in Section 6.02 of this AGREEMENT) and related proxy materials for the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders. The shareholders of EMERALD entitled to receive the ELECTION FORM shall be those shareholders of record as of the record date fixed for the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders. EMERALD and MBCN shall also establish a deadline for receipt of such ELECTION FORMS (hereinafter referred to as the “ELECTION DEADLINE”), which deadline shall be the close of business on the date of the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders, unless MBCN elects to establish a later ELECTION DEADLINE not later than the close of business on the last day that EMERALD shareholders are permitted to give notice of their exercise of statutory dissenters’ rights. MBCN shall also use commercially reasonable efforts to provide the ELECTION FORM to shareholders of record who become record shareholders after the record date and before the ELECTION DEADLINE. (b) Each ELECTION FORM shall entitle the holder of EMERALD common shares either (i) to elect to receive the CASH CONSIDERATION Cash Consideration for all each such share of such holder’s shares Target Common Stock (hereinafter referred to as a “CASH ELECTION”"Cash Election Shares"), or (ii) to elect to receive the STOCK CONSIDERATION Stock Consideration for all each such share of such holder’s shares Target Common Stock (hereinafter referred to as a “STOCK ELECTION”), (iii) to elect to receive the CASH CONSIDERATION with respect to some of such holder’s shares and the STOCK CONSIDERATION with respect to such holder’s remaining shares (hereinafter referred to as a “MIXED ELECTION”"Stock Election Shares"), or (iviii) to indicate that such record holder has no preference concerning as to the receipt of the CASH CONSIDERATION cash or the STOCK CONSIDERATION Purchaser Common Shares for each such share of Target Common Stock (hereinafter referred to as a “NON"Non-ELECTION”Election Shares"). EMERALD common All such elections shall be made on a form furnished by Purchaser for that purpose (a "Form of Election") and reasonably satisfactory to Target. If more than one Certificate shall be surrendered for the account of the same holder, the number of Purchaser Common Shares, if any, to be issued to such holder in exchange for the certificates representing the shares of Target Common Stock (the "Certificates") which have been surrendered shall be computed on the basis of the aggregate number of shares of Target Common Stock represented by all of the Certificates surrendered for which the CASH CONSIDERATION is elected pursuant to account of such holder. Holders of record of shares of Target Common Stock who hold such shares as nominees, trustees or in other representative capacities (each, a CASH ELECTION or "Representative") may submit multiple Forms of Election, provided that such Representative certifies that each such Form of Election covers all shares of Target Common Stock held by such Representative for a MIXED ELECTION are referred to herein as “CASH ELECTION SHARESparticular beneficial owner.” EMERALD common shares for which the STOCK CONSIDERATION is elected pursuant to a STOCK ELECTION or a MIXED ELECTION are referred to herein as “STOCK ELECTION SHARES.” EMERALD common shares for which the NON-ELECTION is the made, and EMERALD common shares for which no election is made by the holder by the ELECTION DEADLINE (excluding DISSENTING SHARES, as defined in Section 2.10 of this AGREEMENT) are referred to herein as “NON-ELECTION SHARES.” (cb) An election Not later than the 25th business day prior to the anticipated Effective Date or such date as the parties agree in writing, Purchaser shall be considered mail a Form of Election and a letter of transmittal to have been validly made by a holder record holders of EMERALD common shares only if, on or before 5:00 p.m., local time, on Target Common Stock as of the ELECTION DEADLINE, MBCN or record date for the EXCHANGE AGENT Target Stockholders Meeting (as defined below). Elections shall be made by holders of shares of Target Common Stock by delivering the Form of Election to Harris Trust and Savings Bank, or such other bank or trust compa▇▇ ▇▇▇ignated by Purchaser and who is reasonably satisfactory to Target (the "Exchange Agent"). To be effective, a Form of Election must be properly completed, signed and submitted to the Exchange Agent by 5:00 p.m. (New York City time) on the last business day prior to the date of the Target Stockholders Meeting (as applicabledefined below) or such other time and date as Purchaser and Target may mutually agree (the "Election Deadline"), shall have received an ELECTION FORM properly completed and executed by such holder, accompanied by either (i1)(x) one or more certificates (a “CERTIFICATE”) representing the EMERALD common shares Certificates as to which such the election is being made, duly endorsed in blank made or otherwise in form acceptable for transfer on the books of EMERALD, or containing (y) an appropriate guaranty guarantee of delivery of such Certificates as set forth in the form customarily used in transactions such Form of this nature Election from a firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc., Inc. or a commercial bank or trust company having an office or correspondent in the United States, or (ii) with respect to a CERTIFICATE that has been lost, stolen, or destroyed, the affidavit and, if required, bond required under Section 2.06(g) of this AGREEMENT. Subject provided such Stock Certificates are in fact delivered to the terms Exchange Agent within three New York Stock Exchange ("NYSE") trading days after the date of this AGREEMENT execution of such guarantee of delivery (a "Guarantee of Delivery") and (2) a properly completed and signed letter of transmittal. Failure to deliver Certificates covered by any Guarantee of Delivery within three NYSE trading days after the ELECTION FORMdate of execution of such Guarantee of Delivery shall be deemed to invalidate any otherwise properly made election. Purchaser will have the discretion, MBCN shall have reasonable discretion which it may delegate in whole or in part to the Exchange Agent, to determine whether any election, revocation, or change has Forms of Election have been properly completed, signed and submitted or timely made revoked and to disregard immaterial defects in any ELECTION FORMForms of Election. Any The good faith decisions decision of MBCN regarding Purchaser (or the Exchange Agent) in such matters shall be conclusive and binding. Neither Purchaser 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. The Exchange Agent shall also make all computations contemplated by Section 2.2(c) and all such computations shall be conclusive and binding on the Target Stockholders in the absence of manifest error. Any Form of Election may be changed or revoked prior to the Election Deadline. In the event a Form of Election is revoked prior to the Election Deadline, Pur- chaser shall, or shall cause the Exchange Agent to, cause the Certificates representing the shares of Target Common Stock covered by such Form of Election to be promptly returned without charge to the person submitting the Form of Election upon written request to that effect from such person. For purposes hereof, if a Target Stockholder does not submit a Form of Election which is received by the Exchange Agent prior to the Election Deadline (including a holder who submits and conclusivethen revokes his or her Form of Election and does not resubmit a Form of Election which is timely received by the Exchange Agent), or if a Target Stockholder submits a Form of Election without the corresponding Certificates or a Guarantee of Delivery, then such Target Stockholder's shares of Target Common Stock shall be deemed to be Non-Election Shares. If any Form of Election is defective in any manner that the Exchange Agent cannot reasonably determine the election preference of the stockholder submitting such Form of Election, the purported election set forth therein shall be deemed to be of no force and effect and then such Target Stockholder's shares of Target Common Stock shall, for purposes hereof, be deemed to be Non-Election Shares. (dc) A holder Within five business days after the Election Deadline (the "Measurement Date"), the Exchange Agent shall effectuate the allocation among holders of EMERALD common shares that is a bank, trust company, security broker-dealer Target Common Stock of rights to receive Purchaser Common Shares or other recognized nominee, may submit one or more ELECTION FORMS for cash in the persons for whom it holds shares as nominee provided that such bank, trust company, security broker-dealer or nominee certifies to the satisfaction of EMERALD and MBCN the names of the persons for whom it is so holding shares (hereinafter referred to as the “BENEFICIAL OWNERS”). In such case, each BENEFICIAL OWNER for whom an ELECTION FORM is submitted shall be treated as a separate owner for purposes of the election procedure and allocation of shares set forth in this ARTICLE TWO. (e) Any holder of EMERALD common shares may at any time before the ELECTION DEADLINE withdraw such holder’s election and either (i) submit a new ELECTION FORM Merger in accordance with the procedures Forms of Election as follows: (i) If the number of Stock Election Shares is less than or equal to 3,846,154 (the "Stock Conversion Number"), then: (1) all Stock Election Shares will be converted into the right to receive Purchaser Common Shares, (2) the Exchange Agent will select first from among the Non-Election Shares by a random selection process as shall be mutually determined by Purchaser and Target as shall be further described in this Section 2.04 the Election Form, then (if necessary) will allocate pro rata from among the Cash Election Shares (provided that each holder of such Cash Election Shares holds 1,000 or more shares of Target Common Stock), and then (if necessary) will allocate pro rata from among the remaining Cash Election Shares, a sufficient number of such shares ("Stock Designated Shares") such that the number of Stock Designated Shares will, when added to the number of Stock Election Shares, equal as closely as practicable the Stock Conversion Number, and all Stock Designated Shares will be converted into the right to receive Purchaser Common Shares, and (3) the Cash Election Shares (subject to the provisions of Sections 2.1(e) and (f) with respect to any Dissenting Shares) and the Non-Election Shares which are not Stock Designated Shares will be converted into the right to receive cash; or (ii) withdraw If the CERTIFICATE or CERTIFICATES for EMERALD common number of Stock Election Shares is greater than the Stock Conversion Number, then: (1) the Exchange Agent will allocate pro rata first from among the Stock Election Shares (provided that each holder of such Stock Election Shares holds less than 1,000 shares deposited therewith by providing written notice of Target Common Stock) and then (if necessary) will allocate pro rata from among the remaining Stock Election Shares, a sufficient number of such shares ("Cash Designated Shares") such that when the number of Cash Designated Shares is received by MBCN or subtracted from the EXCHANGE AGENTnumber of Stock Election Shares, the remaining Stock Election Shares will equal as applicableclosely as practicable the Stock Conversion Number and all such remaining Stock Election Shares will be converted into the right to receive Purchaser Common Shares, by 5:00 p.m.and (2) the Cash Election Shares, local timeNon-Election Shares, on and Cash Designated Shares will be converted into the business day prior right to the ELECTION DEADLINE. ELECTIONS may be similarly revoked if this AGREEMENT is terminatedreceive cash.

Election Procedures. (a) Holders of Company Common Stock may elect to receive shares of Parent Non-Voting Common Stock (a “Non-Voting Stock Election”) or Parent Voting Common Stock (a “Voting Stock Election”) (in either case without interest) in exchange for their Company Shares in accordance with the procedures set forth herein. Shares of Parent Non-Voting Common Stock as to which a Non-Voting Election (including, pursuant to a Mixed Election) has been made are referred to herein as “Non-Voting Election Shares”. Shares of Parent Voting Common Stock as to which a Voting Election (including, pursuant to a Mixed Election) has been made are referred to herein as “Voting Election Shares”. (b) An election form and letter other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of transmittal loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent), in such form as EMERALD Company and MBCN Parent shall mutually agree (hereinafter referred to as the “ELECTION FORMElection Form”) ), shall be mailed no more than forty (40) Business Days and no less than twenty (20) Business Days prior to the anticipated Effective Time or on such earlier date as Company and Parent shall mutually agree (the “Mailing Date”) to each holder of EMERALD common shares, along with the PROXY STATEMENT/PROSPECTUS (as defined in Section 6.02 record of this AGREEMENT) and related proxy materials for the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders. The shareholders of EMERALD entitled to receive the ELECTION FORM shall be those shareholders of record Company Common Stock as of five (5) Business Days prior to the record date fixed for the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholders. EMERALD and MBCN shall also establish a deadline for receipt of such ELECTION FORMS Mailing Date (hereinafter referred to as the “ELECTION DEADLINEElection Form Record Date”). Each Election Form shall permit such holder, which deadline shall be subject to the close of business on the date of the special shareholders’ meeting at which the MERGER will be submitted to a vote of EMERALD’s shareholderselection procedures set forth in this Section 3.2, unless MBCN elects to establish a later ELECTION DEADLINE not later than the close of business on the last day that EMERALD shareholders are permitted to give notice of their exercise of statutory dissenters’ rights. MBCN shall also use commercially reasonable efforts to provide the ELECTION FORM to shareholders of record who become record shareholders after the record date and before the ELECTION DEADLINE. (b) Each ELECTION FORM shall entitle the holder of EMERALD common shares (i) to elect to receive the CASH CONSIDERATION Non-Voting Common Stock Consideration for all of the Company Shares held by such holder’s shares (hereinafter referred to as a “CASH ELECTION”, in accordance with Section 3.1(c)(i), ; (ii) to elect to receive the STOCK CONSIDERATION Voting Common Stock Consideration for all of such holder’s shares (hereinafter referred to as a “STOCK ELECTION”Company Shares, in accordance with Section 3.1(c)(ii), ; (iii) to elect to receive the CASH CONSIDERATION with respect to some Non-Voting Common Stock Consideration for a part of such holder’s shares Company Common Stock and Voting Common Stock Consideration for the STOCK CONSIDERATION with respect to remaining part of such holder’s remaining shares (hereinafter referred to as a “MIXED ELECTION”), Company Common Stock; or (iv) to indicate that such record holder has no preference concerning as to the receipt of the CASH CONSIDERATION Parent Non-Voting Common Stock or the STOCK CONSIDERATION Parent Voting Common Stock for such Company Shares. A holder of record of Company Shares who holds such Company Shares as nominee, trustee or in another representative capacity (hereinafter referred to as a “NON-ELECTIONHolder Representative”)) may submit multiple Election Forms, provided that each such Election Form covers all the Company Shares held by such Holder Representative for a particular beneficial owner. EMERALD common shares for Any Company Shares with respect to which the CASH CONSIDERATION is elected pursuant to a CASH ELECTION or a MIXED ELECTION are referred to herein as “CASH ELECTION SHARES.” EMERALD common shares for which the STOCK CONSIDERATION is elected pursuant to a STOCK ELECTION or a MIXED ELECTION are referred to herein as “STOCK ELECTION SHARES.” EMERALD common shares for which the NON-ELECTION is the made, and EMERALD common shares for which no election is made by the holder by the ELECTION DEADLINE (excluding DISSENTING SHARESthereof shall not, as defined in Section 2.10 of this AGREEMENT) are referred the Election Deadline, have made an election by submission to herein as “NONthe Exchange Agent of an effective, properly completed Election Form shall be deemed Non-ELECTION SHARESElection Shares.” (c) An election To be effective, a properly completed Election Form shall be considered submitted to have been validly made by a holder of EMERALD common shares only if, the Exchange Agent on or before 5:00 p.m., local (Pacific time), on the ELECTION DEADLINEtwentieth (20th) day following the Mailing Date (or such other time and date as the Company and Parent may mutually agree) (the “Election Deadline”); provided, MBCN however, that the Election Deadline may not occur on or after the Closing Date. The Company shall use its reasonable best efforts to make available up to two separate Election Forms, or such additional Election Forms as Parent may permit, to all Persons who become holders (or beneficial owners) of Company Common Stock between the Election Form Record Date and the close of business on the business day prior to the Election Deadline. The Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the EXCHANGE AGENT (as defined below), as applicable, shall have received an ELECTION FORM properly completed and executed guaranteed delivery of such Certificates) and/or evidence of Book-Entry Shares representing all Company Shares covered by such holderElection Form, accompanied by together with duly executed transmittal materials included with the Election Form. If a holder of Company Common Stock either (i) one or more certificates (does not submit a “CERTIFICATE”) representing the EMERALD common shares as to which such election is being made, duly endorsed properly completed Election Form in blank or otherwise in form acceptable for transfer on the books of EMERALD, or containing an appropriate guaranty of delivery in the form customarily used in transactions of this nature from a member of a national securities exchange or a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company in the United States, timely fashion or (ii) with respect revokes its Election Form prior to the Election Deadline (without later submitting a CERTIFICATE that has been lost, stolen, or destroyedproperly completed Election Form prior to the Election Deadline), the affidavit and, Company Shares held by such stockholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if required, bond required under Section 2.06(g) such notice of this AGREEMENTrevocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. Parent shall cause the Certificates and/or Book-Entry Shares relating to any revoked Election Form to be promptly returned without charge to the person submitting the Election Form to the Exchange Agent. Subject to the terms of this AGREEMENT Agreement and of the ELECTION FORMElection Form, MBCN the Exchange Agent shall have reasonable discretion to determine whether when any election, revocationmodification or revocation is received and whether any such election, modification or change revocation has been properly or timely made and to disregard immaterial defects in any ELECTION FORMmade. Any good faith decisions of MBCN regarding such matters All elections shall be binding and conclusive. (d) A holder revoked automatically if the Exchange Agent is notified in writing by Parent or the Company, upon exercise by Parent or the Company of EMERALD common shares that is a bank, trust company, security broker-dealer its respective or other recognized nominee, may submit one or more ELECTION FORMS for the persons for whom it holds shares as nominee provided that such bank, trust company, security broker-dealer or nominee certifies their mutual rights to terminate this Agreement to the satisfaction of EMERALD and MBCN the names of the persons for whom it is so holding shares (hereinafter referred to as the “BENEFICIAL OWNERS”). In such caseextent provided under Article VIII, each BENEFICIAL OWNER for whom an ELECTION FORM is submitted shall be treated as a separate owner for purposes of the election procedure and allocation of shares set forth in that this ARTICLE TWO. (e) Any holder of EMERALD common shares may at any time before the ELECTION DEADLINE withdraw such holder’s election and either (i) submit a new ELECTION FORM Agreement has been terminated in accordance with the procedures in this Section 2.04 or (ii) withdraw the CERTIFICATE or CERTIFICATES for EMERALD common shares deposited therewith by providing written notice that is received by MBCN or the EXCHANGE AGENT, as applicable, by 5:00 p.m., local time, on the business day prior to the ELECTION DEADLINE. ELECTIONS may be similarly revoked if this AGREEMENT is terminatedArticle VIII.